ICICI Bank 2015 Annual Report Download - page 35

33Annual Report 2014-2015
the candidate is associated either as a director or otherwise as to whether such association is permissible under RBI
guidelines and the internal norms adopted by the Bank. For the above assessment, the Committee would be guided by
the guidelines issued by RBI in this regard.
The Committee will also evaluate the prospective candidate for the position of a Director from the perspective of the criteria
for independence prescribed under the Companies Act, 2013 as well as the listing agreement. For a non-executive Director
to be classified as independent he/she must satisfy the criteria of independence as prescribed and sign a declaration of
independence. The Committee will review the same and determine the independence of a Director.
The Committee based on the above assessments will make suitable recommendations on the appointment of Directors to
the Board.
Remuneration policy
RBI vide its circular DBOD No. BC. 72/29.67.001/2011-12 dated January 13, 2012 has issued guidelines on “Compensation of
Wholetime Directors/Chief Executive Officers/Risk takers and Control function staff etc.” for implementation by private sector
banks and foreign banks from the financial year 2012-13. The Bank adopted a Compensation Policy in January 2012 which
is amended from time to time based on regulatory requirements. The Compensation Policy of the Bank as adopted in line
with the RBI circular is in compliance with the requirements for the Remuneration Policy as prescribed under Companies Act,
2013. Further details with respect to the policy are provided under the section titled “Compensation Policy and Practices”.
The remuneration payable to non-executive/independent Directors is governed by the provisions of the Banking Regulation
Act, 1949, RBI guidelines issued from time to time and the provisions of the Companies Act, 2013 and related rules to the
extent it is not inconsistent with the provisions of the Banking Regulation Act, 1949/RBI guidelines. 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, 2013 and related rules.
For a non-executive Chairman, 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, 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.
All the non-executive/independent Directors would be entitled to reimbursement of expenses for attending Board/
Committee Meetings, official visits and participation in various forums on behalf of the Bank.
Performance evaluation of the Board, Committees and Directors
The Bank with the approval of its Board Governance, Remuneration & Nomination Committee has put in place an
evaluation framework for evaluation of the Board, Directors and Chairperson. The Board also carries out an evaluation
of the working of its 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 and Committee of Executive
Directors. The evaluation of the Committees is based on the assessment of the compliance with the terms of reference
of the Committees.
The evaluations for the Directors and the Board were done through circulation of two questionnaires, one for the
Directors and the other for the Board which assessed the performance of the Board on select parameters related to
roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality,
quantity and timeliness of flow of information between the company management and the Board that is necessary for
the Board to effectively and reasonably perform their duties. The evaluation criteria for the Directors was based on their
participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their
capacity as members of the Board. The evaluation process for wholetime Directors is further detailed under the section
titled “Compensation Policy and Practices”.