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The corporate governance framework at ICICI Bank is based on an effective independent
Board, the separation of the Board's supervisory role from the executive management and the
constitution of Board Committees, which at March 31, 2015 comprised majority of
independent Directors and was chaired by independent Directors, to oversee critical areas.
ICICI Bank's corporate governance philosophy encompasses regulatory and legal
requirements, such as the terms of listing agreements with stock exchanges which aims at a
high level of business ethics, effective supervision and enhancement of value for all

Whistle Blower Policy

The Bank has formulated a Whistle Blower Policy. The Policy comprehensively provides an
opportunity for any employee/ Director of the Bank to raise any issue concerning breaches of
law, accounting policies or any act resulting in financial or reputation loss and misuse of
office or suspected or actual fraud. The Policy provides for a mechanism to report such
concerns to the Audit Committee through specified channels. The Policy has been
periodically communicated to the employees and also posted on the Bank's systems.

Board of Directors
ICICI Bank has a broad-based Board of Directors, constituted in compliance with the
Banking Regulation Act, 1949, the Companies Act, 2013 and listing agreement prescribed by
stock exchanges and in accordance with good corporate governance practices. The Board
functions either as a full Board or through various committees constituted to oversee specific
operational areas. The Board has constituted 11 committees, viz., Audit Committee, Board
Governance, Remuneration & Nomination Committee, Corporate Social Responsibility
Committee, Credit Committee, Customer Service Committee, Fraud Monitoring Committee,
Information Technology Strategy Committee, Risk Committee, Stakeholders Relationship
Committee, Review Committee for Identification of Wilful Defaulters/Non Co-operative
Borrowers and Committee of Executive Directors. At March 31, 2015, these Board
Committees other than the Committee of Executive Directors comprised majority of
independent Directors and all Committees except the Review Committee for Identification of
Wilful Defaulters/Non Co-operative Borrowers were chaired by independent Directors.
Audit Committee

. For a non-executive Chairman. recommendation of appointment. K. review of the quarterly and annual financial statements before submission to the Board Remuneration policy The remuneration payable to non-executive/independent Directors is governed by the provisions of the Banking Regulation Act.The permitted modes of remuneration for the non-executive/independent Directors (other than Government nominee) would be sitting fee for attending each Meeting of the Committee/Board as approved by the Board from time to time within the limits as provided under the Companies Act. sufficiency and credibility of financial statements. review of functioning of Whistle Blower Policy. All the non-executive/independent Directors would be entitled to reimbursement of expenses for attending Board/ Committee Meetings. 2013 and related rules. bearing expenses for travel on official visits and participation in various forums (both in India and abroad) as Chairman of the Bank and bearing travel/halting/other expenses and allowances for attending to duties as Chairman of the Bank and any other modes of remuneration as may be permitted by RBI through any circulars/guidelines as may be issued from time to time. Composition The Committee of Executive Directors comprised all four wholetime Directors and was chaired by Chanda Kochhar. S. ROLE The responsibilities of the Audit Committee include examining the financial statements and auditors' report and overseeing the financial reporting process to ensure fairness. There were six Meetings of the Committee during the year. official visits and participation in various forums on behalf of the Bank. Kannan. approval of payment to statutory auditors for other permitted services rendered by them. The other Members are N.The Audit Committee comprised four independent Directors and was chaired by Homi Khusrokhan. Ramkumar and Rajiv Sabharwal. review and monitor with the management the auditor's independence. Managing Director & CEO. terms of appointment and removal of central and branch statutory auditors and chief internal auditor and fixation of their remuneration. the remuneration would also include such fixed payments on such periodicity as may be recommended by the Board and approved by the Members and RBI from time to time and maintaining a Chairman's office at the Bank's expense. performance and effectiveness of audit process. an independent Director. 1949.

50.91 per cent. The Operating Profit reached to ` 3559 from previous year figure of ` 3238 crore. . Business of the Bank increased to Rs 4. the Internal Inspection/Audit function in the Bank. The Bank has posted Net Profit of ` 606 crore in 2014-15 as against 1263 crore loss in previous year. arrears in balancing of books. which has started yielding results during the year. Role of Audit Committee of the Board   Reviewing. SME & Retail Advances. registering a growth of 6.41%. with specific focus on the Follow-up on inter-branch adjustment accounts. During the Financial Year 201415. the Total Business of the Bank was ` 450539 crore. Segment wise performance The Bank strategized its focus on business segments like Agriculture. The Deposit and Credit growth of the Bank stood at 6.CENTRAL BANK Performance of bank As on 31st March 2015. making a growth of 9. un-reconciled long outstanding entries in inter-bank accounts and nostro accounts.46% and 6. in respect of Internal Audit.35% respectively.539 crore from Rs 4.41 per cent from the previous year figure of ` 423390 crore. frauds and all other major areas of house-keeping.390 crore in Financial Year 2013-14 registering a growth of 6.23.

05. The Remuneration Committee met on 20. of India Nominee Director. Reserve Bank of India Nominee Director and 2 Independent Directors. Obtaining and reviewing half-yearly reports from the Compliance Officers appointed in the Bank in terms of the instructions of the RBI Remuneration Committee The Committee consists of Govt. Shareholder Complaints The board have committee to look into shareholders complaints .2014 for considering the performance-linked incentive to wholetime directors for the Financial Year 2014-15.

OBSERVATION AND FINDINGS          Ratio in the board of directors in the composition is right More efforts should be directed towards the compliance of non-mandatory requirements Code of Conduct for Board and shareholder committee are not mentioned in ICICI bank There is no disclosure of tenure and age limit of directors Corporate governance and disclosure practices followed by ICICI Bank is very good and showing attainment of a high level of transparency and accountability in functioning of the bank and due emphasis on regulatory compliance There should be at least on woman director on board of every company The total tenure of an independent director to two terms of five years each All companies should seek prior approval of the audit committee for all material party related transactions There should be compulsory whistle blower mechanism in every company and increase role of audit committee .

Objectives & Scope • To analyze and compare composition of board in ICICI Bank and Central Bank • To study Corporate Governance policy in both companies • To study the role of Audit Committee • To study the role of Remuneration Committee • To study the Code of Conduct followed by these Company .

Share of casa deposits to be improved.04) of the company 2 Agriculture – 1. .27 27. of india nominee director 1 RBI nominee director 1 Non official director 3 Office employee director 1 Workmen employee director 1 2. Composition of board Total No. Upgradation of existing product in line with the industry practices especially online products is the prime target. In addition to the uncertainty around policy rates. Cent salary saving scheme for employees of corporates & non corporates will be a driving force to bring in the employer’s corporate accounts.63 2 Merchant Banking and 3 SME – 23. Management Disscusion and Analysis i Opportunities and Not mentioned Threats Not Mentioned ii Segment /product wise Two major products/services Four segments with growth performance are: %: 1 Brokingcontributes 1 Corporate credit62. of directors :9 Independent: 3 Non Executive Directors :4 Associate Full time Directors: 2 Total no directors – 11 MD & Chairman 1 Executive directors 3 Gov.8% to total turnover iii Outlook The outlook for bond markets in fiscal 2016 will be conditioned by the evolving inflation dynamics and the fiscal stance of the government. . Parameters ICICI Bank Central Bank of India 1.5% to total turnover (0. government bond supply and liquidity constraints could also play a major role in behavior of the sovereign yield curve.Reasearch and Analysis No.beginning with online opening of savings accounts.18 Distribution of 4 Retail Lending – Financial products21.

With regular monitoring of all major risk areas within the Company.7 million Rupees for FY2015 as compared to PAT for FY2014 i.e.173.8 had full attendance. 12/13 and 10/13 .41 per cent from the previous year figure of ` 423390 crore Not mentioned Total 13 meetings Out of all 11 members.2015 Company has a well defined risk management infrastructure. registering a growth of 6.3 million governance ICICI Bank’s Corporate to company’s Governance philosophy encapsulates regulatory. iv Risk & Concern v Financial Performance Corporate contribution future goals Company has an external as well as internal risk management committee. Company did great financially With PAT of 2. As on 31st March 2015.The Company would remain watchful while capitalizing opportunistically on favorable developments during the year. Credit Risk Policy Committee (CRPC) for Credit Risk and Operational Risk Management Committee (ORCO) for Operational Risk have been constituted comprising of members from the top management team. No. the Total Business of the Bank was ` 450539 crore. legal requirements and also several voluntary practices which aim at a high level of business ethics for safeguarding the interest of all related stakeholders. 6 members were present in all meetings One independent director was appointed on march 30. 1318. of Board meetings and Total 5 Board meetings attendance of board members Out of all 9 members. Rest three have attendance of 10/13. the Board is satisfied that there are no factors that could adversly affect the existence of the Company. Which includes various Committees like Asset Liability Management Committee (ALCO) for Market Risk. 3. 4.

One Non executive Chairman is independent director Total meetings: 3 Ex Yes Yes. the Internal Inspection/Audit function in the Bank. Remuneration Committee 8. Reserve Bank of India Nominee Director and 2 Independent Directors Meetings : not mentioned Yes Redressal Not Mentioned Yes . Executive Directors and two independent Directors Total grievances received: 169 Total solved: 169 . Two non executive. Chairman is independent director. frauds and all other major areas of house-keeping. of India Nominee Director. with specific focus on the follow-up on inter-branch adjustment accounts.and two non-ex directors have attendance of 2/5 and 4/5 5. for Yes . in respect of Internal Audit. Remuneration Directors Shareholder Committee 9. unreconciled long outstanding entries in inter-bank accounts and nostro accounts. Yes . 8 members: Three executive directors Two nominee Two Non Executive Chairman is non executive Total meetings: 12 Reviewing. Total meetings: 4 To review the accounts of the Company and to discuss the audit findings and recommendations of the internal and statutory auditors. Role of Audit committee 7.10 members committee comprises of Chairman & Managing Director. 3 members Two independent. 4 members: Two independent . Audit Committee 6. 4 members Govt. Obtaining and reviewing half-yearly reports from the Compliance Officers appointed in the Bank in terms of the instructions of the RBI Yes. arrears in balancing of books.

in/upload/CBI%20AR%202015%20Full%20. For minimizing Risks they do credit risk profiling and operational risk management. As mentioned above they have various risk management committees.aspx?status=2&menu_id=128 Venue for last 3 AGMs WhistleBlower Policy Code of Conduct for Board All 3 in mumbai Yes Not mentioned 13 Business Risk /Risk Not mentioned minimization/ limitatons All 3 in Mumbai Yes https://www. 12.centralbankofindia. 11. Certain Dos n Donts are mentioned too.pdf BIBLIOGRAPHY They have a well defined Recovery policy A well defined Code of Conduct has been adopted for Board and senior management.centralbankofindia.