EXECUTIVE SUMMARY

ICICI BANK
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
stakeholders.

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

The Audit Committee comprised four independent Directors and was chaired by Homi
Khusrokhan, an independent Director. There were six Meetings of the Committee during the
year.

ROLE
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
Remuneration policy
The remuneration payable to non-executive/independent Directors is governed by the
provisions of the Banking Regulation Act, 1949.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.

Composition
The Committee of Executive Directors comprised all four wholetime Directors and was
chaired by Chanda Kochhar, Managing Director & CEO. The other Members are N. S.
Kannan, K. Ramkumar and Rajiv Sabharwal.

CENTRAL BANK

Performance of bank
As on 31st March 2015, the Total Business of the Bank was ` 450539 crore, registering a
growth of 6.41 per cent from the previous year figure of ` 423390 crore. The Operating Profit
reached to ` 3559 from previous year figure of ` 3238 crore, making a growth of 9.91 per
cent. The Bank has posted Net Profit of ` 606 crore in 2014-15 as against 1263 crore loss in
previous year.
Segment wise performance
The Bank strategized its focus on business segments like Agriculture, SME & Retail
Advances, which has started yielding results during the year. During the Financial Year 201415, Business of the Bank increased to Rs 4,50,539 crore from Rs 4,23,390 crore in Financial
Year 2013-14 registering a growth of 6.41%. The Deposit and Credit growth of the Bank
stood at 6.46% and 6.35% respectively.

Role of Audit Committee of the Board

Reviewing, in respect of Internal Audit, the Internal Inspection/Audit function in the

Bank, with specific focus on the
Follow-up on inter-branch adjustment accounts, un-reconciled long outstanding
entries in inter-bank accounts and nostro accounts, arrears in balancing of books,
frauds and all other major areas of house-keeping;

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. of India Nominee Director, Reserve Bank of India Nominee
Director and 2 Independent Directors.
The Remuneration Committee met on 20.05.2014 for considering the performance-linked
incentive to wholetime directors for the Financial Year 2014-15.

Shareholder Complaints
The board have committee to look into shareholders complaints

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

Reasearch and Analysis

No.

Parameters

ICICI Bank

Central Bank of India

1.

Composition of board

Total No. 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. of india nominee
director 1
RBI nominee director 1
Non official director 3
Office employee director 1
Workmen employee director
1

2.

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
credit62.5% to total turnover
(0.04)
of the company
2 Agriculture 1.63
2 Merchant Banking and
3 SME 23.18
Distribution
of
4 Retail Lending
Financial
products21.27
27.8% 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. .
In
addition
to
the
uncertainty around policy
rates, government bond
supply
and
liquidity
constraints could also play
a major role in behavior of
the sovereign yield curve.

Share of casa deposits to be

improved. Cent salary saving
scheme for employees of
corporates & non corporates
will be a driving force to
bring in the employers
corporate
accounts.
Upgradation of existing
product in line with the
industry practices especially
online products is the prime
target- beginning with online
opening of savings accounts.

The
Company
would
remain watchful while
capitalizing
opportunistically
on
favorable
developments
during the year.

3.

4.

iv

Risk & Concern

Financial Performance

Corporate
contribution
future goals

Company has an external

as well as internal risk
management
committee.With
regular
monitoring of all major
risk areas within the
Company, the Board is
satisfied that there are no
factors that could adversly
affect the existence of the
Company.

Company did great financially

With PAT of 2,173.7 million
Rupees for FY2015 as
compared to PAT for FY2014
i.e. 1318.3 million

governance ICICI
Banks
Corporate
to companys Governance
philosophy
encapsulates regulatory, legal
requirements and also several
voluntary practices which aim
at a high level of business
ethics for safeguarding the
interest
of
all
related
stakeholders.
No. of Board meetings and Total 5 Board meetings
attendance of board members Out of all 9 members, 6
members were present in all
meetings
One independent director was
appointed on march 30,2015

Company has a well defined

risk
management
infrastructure.
Which
includes various Committees
like
Asset
Liability
Management
Committee
(ALCO) for Market Risk,
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.
As on 31st March 2015, the
Total Business of the Bank
was
`
450539
crore,
registering a growth of 6.41
per cent from the previous
year figure of ` 423390 crore

Not mentioned

Total 13 meetings
Out of all 11 members,8 had
full attendance.
Rest three have attendance of
10/13, 12/13 and 10/13

and two non-ex directors have

attendance of 2/5 and 4/5
5.

Audit Committee

6.

Role of Audit committee

7.

Remuneration Committee

8.

Remuneration
Directors
Shareholder
Committee

9.

for

Yes , 4 members:
Two independent ,
Two non executive,
Chairman
is
independent
director.
Total meetings: 4
To review the accounts of the
Company and to discuss the
audit findings
and recommendations of the
internal and statutory auditors.

Yes , 8 members:
Three executive directors
Two nominee
Two Non Executive
Chairman is non executive
Total meetings: 12
Reviewing, in respect of
Internal Audit, the Internal
Inspection/Audit function in
the Bank, with specific focus
on the
follow-up on inter-branch
adjustment accounts, unreconciled long outstanding
entries in inter-bank accounts
and nostro
accounts,
arrears
in
balancing of books, frauds
and all other major areas of
house-keeping;
Obtaining and reviewing
half-yearly reports from the
Compliance
Officers
appointed in the Bank in
terms of the instructions
of the RBI

Yes. 3 members
Two independent,One Non
executive
Chairman
is
independent
director
Total meetings: 3
Ex Yes

Yes. 4 members
Govt. of India Nominee
Director, Reserve Bank of
India Nominee Director and
2 Independent Directors
Meetings : not mentioned
Yes

Redressal Not Mentioned

Yes .10 members committee

comprises of Chairman &
Managing
Director,
Executive Directors and two
independent Directors
Total grievances received:
169
Total solved: 169

10.
11.
12.

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
Yes. A well defined Code of
Conduct has been adopted
for Board and senior
management. Certain Dos n
Donts are mentioned too.
As mentioned above they
have
various
risk
management committees.
For minimizing Risks they
do credit risk profiling and
operational
risk
management.
They have a well defined
Recovery policy too.

BIBLIOGRAPHY

https://www.centralbankofindia.co.in/upload/CBI%20AR%202015%20Full%20.pdf
http://www.icicibank.com/managed-assets/docs/investor/annual-reports/2015/ICICI-BankAnnual-report-FY2015.pdf
http://www.icicibank.com/aboutus/bod-1.page?
http://www.icicibank.com/aboutus/about-us.page
https://www.centralbankofindia.co.in/site/mainsite.aspx?status=l1&menu_id=61
http://www.icicibank.com/aboutus/history.page?#toptitle
http://www.icicibank.com/aboutus/article.page?identifier=news-performance-review-quarterand-year-ended-march-31-2015-20152704165907241
https://www.centralbankofindia.co.in/site/MainSite.aspx?status=2&menu_id=128
http://www.sebi.gov.in/commreport/corpgov.html
http://www.gktoday.in/blog/key-recommendations-of-narayan-murthy-committee-oncorporate-governance/