ICICI Bank 2015 Annual Report Download - page 33

31Annual Report 2014-2015
Name of Director
Board Meetings
attended during
the year
Attendance at
last AGM
(June 30, 2014)
Number of other directorships Number of other
committee
memberships3
Of Indian
public limited
companies1
Of other
companies2
V. Sridar
(DIN: 02241339)
7/7 Present 8 –7(4)
Government Nominee Director
Arvind Kumar (upto June 6, 2014)
(DIN: 03567738)
1/1 N.A. N.A. N.A. N.A.
Alok Tandon (w.e.f June 6, 2014)
(DIN: 01841717)
1/6 Absent 3 2 2(1)
Wholetime/Executive Directors
Chanda Kochhar
(DIN: 00043617)
7/7 Present 4 3 –
N. S. Kannan
(DIN: 00066009)
7/7 Absent 4 2 1
K. Ramkumar
(DIN: 00244711)
7/7 Present 2 –1
Rajiv Sabharwal
(DIN: 00057333)
7/7 Present 2 – –
1. Comprises public limited companies incorporated in India.
2. Comprises private limited companies incorporated in India, foreign companies, statutory bodies and insurance corporations but
excludes Section 8 companies and not for profit foreign companies.
3. Comprises only Audit Committee and Stakeholders Relationship Committee of Indian public limited companies. Figures in
parentheses indicate committee chairpersonships.
In terms of Clause 49 of the Listing Agreement, the number of Committees (Audit Committee and Stakeholder Relationship
Committee) of public limited companies in which a Director is a member/chairperson were within the limits provided under
Clause 49, for all the Directors of the Bank. The number of directorships of each independent Director is also within the
limits prescribed under Clause 49.
The terms of reference of the Board Committees as mentioned earlier, their composition and attendance of the respective
Members at the various Committee Meetings held during fiscal 2015 are set out below:
II. Audit Committee
Terms of Reference
The Audit Committee provides direction to the audit function and monitors the quality of internal and statutory audit. The
responsibilities of the Audit Committee include examining the financial statements and auditors’ report and overseeing
the financial reporting process to ensure fairness, sufficiency and credibility of financial statements, recommendation of
appointment, terms of appointment and removal of central and branch statutory auditors and chief internal auditor and
fixation of their remuneration, approval of payment to statutory auditors for other permitted services rendered by them,
review and monitor with the management the auditor’s independence, performance and effectiveness of audit process,
review of functioning of Whistle Blower Policy, review of the quarterly and annual financial statements before submission
to the Board, review of the adequacy of internal control systems and the internal audit function, review of compliance
with inspection and audit reports and reports of statutory auditors, review of the findings of internal investigations,
approval of transactions with related parties or any subsequent modifications, review of statement of significant related
party transactions, review of management letters/letters on internal control weaknesses issued by statutory auditors,
reviewing with the management the statement of uses/application of funds raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of funds utilised for the purposes other than those stated in the offer
document/prospectus/notice and the report submitted by the monitoring agency, monitoring the utilisation of proceeds
of a public or rights issue and making appropriate recommendations to the Board to take steps in this matter, discussion
on the scope of audit with external auditors and examination of reasons for substantial defaults, if any, in payment to
stakeholders, valuation of undertakings or assets, evaluation of risk management systems, scrutiny of inter-corporate
loans and investments. The Audit Committee is also empowered to appoint/oversee the work of any registered public