ICICI Bank Ltd
Directors Reports
Your Directors have pleasure in presenting the Twenty-Eighth Annual
Report of ICICI Bank Limited (ICICI Bank/the Bank) along with the audited financial
statements for the year ended March 31, 2022.
FINANCIAL HIGHLIGHTS
The financial performance for fiscal 2022 is summarised in the
following table:
| Rs in billion, except percentages |
Fiscal 2021 |
Fiscal 2022 |
% change |
| Net interest income and non-interest income |
529.12 |
650.80 |
23.0% |
| Operating expenses |
215.61 |
267.33 |
24.0% |
| Core operating profit |
313.51 |
383.47 |
22.3% |
| Treasury income |
50.461 |
9.03 |
(82.1)% |
| Operating profit |
363.97 |
392.50 |
7.8% |
| Provisions & contingencies (excluding tax) |
162.14 |
86.41 |
(46.7)% |
| Profit before tax |
201.83 |
306.09 |
51.7% |
| Profit after tax |
161.93 |
233.39 |
44.1% |
1 Includes profit of Rs 36.70 billion from sale of shareholding in
subsidiaries in fiscal 2021.
| Rs in billion, except percentages |
Fiscal 2021 |
Fiscal 2022 |
% change |
| Consolidated profit before tax and minority interest |
260.28 |
349.96 |
34.5% |
| Consolidated profit after tax and minority interest |
183.84 |
251.10 |
36.6% |
APPROPRIATIONS
The profit after tax of the Bank for fiscal 2022 is Rs 233.39 billion
after provisions and contingencies of Rs 159.11 billion (including provision for taxes of
Rs 72.69 billion). The accumulated profit is Rs 543.48 billion, taking into account the
balance of Rs 310.09 billion brought forward from the previous year. Your Bank has a
consistent dividend payment history. Your Bank's dividend policy is based on the
profitability and key financial metrics, capital position and requirements, and the
regulations pertaining to the payment of dividend. The Board of Directors has recommended
a dividend of Rs 5.00 per equity share for the year ended March 31, 2022 and has
appropriated the disposable profit as follows:
| Rs in billion |
Fiscal 2021 |
Fiscal 2022 |
| To Statutory Reserve, making in all Rs 356.04 billion |
40.48 |
58.35 |
| To Special Reserve created and maintained in terms of Section
36(1)(viii) of the Income Tax Act, 1961, making in all Rs 128.84 billion |
10.90 |
15.00 |
| To Capital Reserve, making in all Rs 149.54 billion |
1.30 |
15.741 |
| To Investment Fluctuation Reserve, making in all Rs 20.71
billion2 |
(2.49)3 |
3.83 |
| To Revenue and other reserves, making in all Rs 57.27 billion |
14.924 |
0.00 |
| Dividend paid on equity shares5 |
- |
13.85 |
| Leaving balance to be carried forward to the next year |
310.09 |
436.71 |
1 The Bank had shifted certain securities from held-to-maturity (HTM)
category to available-for-sale (AFS) category on May 3, 2017. RBI through its order dated
May 3, 2021 directed the Bank to appropriate the net profit made on sale of these
investments during fiscal 2018 to Capital Reserve. Accordingly, during Q1-2022, the Bank
transferred an amount of '15.09 billion from Balance in Profit and Loss account to Capital
Reserve.
2 Represents an amount transferred to Investment Fluctuation Reserve
(IFR) from disposable profit. As per the RBI guidelines, an amount not less than the lower
of net profit on sale of AFS and held-for-trading (HFT) category investments during the
year or net profit for the year less mandatory appropriations is required to be
transferred to IFR, until the amount of IFR is at least 2% of the HFT and AFS portfolio.
The Bank can draw down balance available in IFR in excess of 2% of its AFS and HFT
portfolio.
3 Represents transfer from IFR to Balance in Profit & Loss Account.
4 Includes transfer of accumulated balance amounting to Rs 0.08 billion
maintained in Reserve Fund under Sri Lankan Banking Act No. 30 of 1988 to Balance in
Profit & Loss account due to closure of the Branch.
5 Represent dividend declared for previous financial year and paid in
current financial year. RBI through its circular on 'Declaration of dividends by banks
(Revised)' had directed that banks shall not make any dividend payment on equity shares
from the profits pertaining to fiscal 2020. Accordingly, the Bank did not declare any
dividend for fiscal 2020.
The Bank prepares its financial statements in accordance with the
applicable accounting standards, RBI guidelines and other applicable laws/regulations.
RBI, under its risk- based supervision exercise, carries out the risk assessment of the
Bank on an annual basis. This assessment is initiated subsequent to the finalisation,
completion of audit and publication of audited financial statements for a financial year
and typically occurs a few months after the financial year-end. As a part of this
assessment, RBI separately reviews asset classification and provisioning of credit
facilities given by the Bank to its borrowers. The divergences, if any, in classification
or provisioning arising out of the supervisory process are given effect to in the
financial statements in subsequent periods after conclusion of the exercise.
In terms of the RBI circular no. DBR.BP.BC. No.32/21.04.018/2018-19
dated April 1, 2019, banks are required to disclose the divergences in asset
classification and provisioning consequent to RBI's annual supervisory process in their
notes to accounts to the financial statements, wherever either (a) the additional
provisioning requirements assessed by RBI exceed 10% of the reported net profits before
provisions and contingencies or (b) the additional gross NPAs identified by RBI exceed 15%
of the published incremental gross NPAs for the reference period, or both. Based on the
condition mentioned in RBI circular, no disclosure on divergence in asset classification
and provisioning for NPAs is required with respect to RBI's supervisory process for fiscal
2021.
SHARE CAPITAL
During the year under review, the Bank allotted 32,778,988 equity
shares of Rs 2.00 each pursuant to exercise of stock options under the Employee Stock
Option Scheme. For details refer to Schedule 1 of the financial statements.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to Section 186(11) of the Companies Act, 2013, the provisions
of Section 186 of the Companies Act, 2013, except sub-section (1), do not apply to a loan
made, guarantee given or security provided by a banking company in the ordinary course of
business. The particulars of investments made by the Bank are disclosed in Schedule 8 of
the financial statements as per the applicable provisions of the Banking Regulation Act,
1949.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
During the year under review, ICICI Lombard General Insurance Company
Limited ceased to be a subsidiary and became an associate of the Bank. The Bank does not
have any joint venture company. As at March 31, 2022, your Bank had following subsidiaries
(15) and associate (9) companies:
| Name of the Subsidiary Company |
% of shares held |
| ICICI Bank UK PLC |
100 |
| ICICI Bank Canada |
100 |
| ICICI Securities Limited |
74.89 |
| ICICI Securities Holdings, Inc.1 |
100 |
| ICICI Securities, Inc.2 |
100 |
| ICICI Securities Primary Dealership Limited |
100 |
| ICICI Venture Funds Management Company Limited |
100 |
| ICICI Home Finance Company Limited |
100 |
| ICICI Trusteeship Services Limited |
100 |
| ICICI Investment Management Company Limited |
100 |
| ICICI International Limited |
100 |
| ICICI Prudential Pension Funds Management Company Limited3 |
100 |
| ICICI Prudential Life Insurance Company Limited |
51.32 |
| ICICI Prudential Asset Management Company Limited |
51.00 |
| ICICI Prudential Trust Limited |
50.80 |
1 ICICI Securities Holdings, Inc. is a wholly owned subsidiary of ICICI
Securities Limited.
2 ICICI Securities, Inc. is a wholly owned subsidiary of ICICI
Securities Holdings, Inc.
3 ICICI Prudential Pension Funds Management Company Limited is a wholly
owned subsidiary of ICICI Prudential Life Insurance Company Limited.
| ICICI Lombard General Insurance Company Limited |
48.04 |
| I-Process Services (India) Private Limited |
19.00 |
| NIIT Institute of Finance Banking and Insurance Training
Limited |
18.79 |
| ICICI Merchant Services Private Limited |
19.01 |
| India Infradebt Limited |
42.33 |
| Arteria Technologies Private Limited |
19.98 |
| Rajasthan Asset Management Company Private Limited1 |
24.30 |
| OTC Exchange of India1 |
20.00 |
| Falcon Tyres Limited1 |
26.39 |
1 These companies are not considered as associates in the
financial statements, in accordance with the provisions of AS 23 on 'Accounting for
Investments in Associates in Consolidated Financial Statements'.
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
The performance of subsidiaries and associates and their contribution
to the overall performance of the Bank as on March 31, 2022 is given in "Consolidated
Financial Statements of ICICI Bank Limited - Schedule 18 - Note 12 - Additional
information to consolidated accounts" of this Annual Report. A summary of key
financials of the Bank's subsidiaries is also given in "Statement Pursuant to Section
129 of the Companies Act, 2013" of this Annual Report.
The highlights of the performance of key subsidiaries are given as a
part of Management's Discussion & Analysis under the section "Consolidated
financials as per Indian GAAP".
The Bank will make available separate audited financial statements of
the subsidiaries to any Member upon request. These documents/details will be available on
the Bank's website at https://www.icicibank.com/aboutus/ annual.html and will also be
available for inspection by any Member or trustee of the holder of any debentures of the
Bank. As required by Accounting Standard 21 (AS-21) issued by the Institute of Chartered
Accountants of India, the Bank's consolidated financial statements included in this Annual
Report incorporate the accounts of its subsidiaries and other consolidating entities.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS
There are no significant and/or material orders passed by the
regulators or courts or tribunals impacting the going concern status or future operations
of the Bank.
UPDATE ON COVID-19
The Covid-19 pandemic resulted in a nation-wide lockdown in India in
April-May 2020, which substantially impacted economic activity. The subsequent easing of
lockdown measures led to gradual improvement in economic activity and progress towards
normalcy from the second half of fiscal 2021. The second wave of the Covid-19 pandemic in
April-May 2021 led to the re-imposition of localised/ regional lockdown measures in
various parts of the country. The lockdown measures were lifted gradually, as the second
wave subsided from June 2021 onwards. The impact of the third wave of Covid-19 pandemic in
December 2021-January 2022 was mild, though it had led to re-imposition of some
localised/regional restrictive measures. During fiscal 2022, there was significant
progress in the vaccination programme, with 1.84 billion vaccine doses administered till
March 31, 2022, including 23 million precautionary doses. Currently, while the number of
new Covid-19 cases have reduced significantly and the Government of India has withdrawn
most of the Covid-19 related restrictions, the future trajectory of the pandemic may have
an impact on the results of the Bank and the Group.
In these challenging times, the Bank's employees have shown strong
resilience and the ability to adapt to changing circumstances. The health and well-being
of employees and customers was of utmost importance to the Bank. A focused programme to
vaccinate all employees and their dependent family members was undertaken by the Bank in
association with hospital partners during fiscal 2022. Additionally, for small district
and hub locations, local tie-ups for an in-hospital vaccination drive were also
established. The planned drives included not just ICICI Bank employees and their
dependents, but also service partners including security guards and IT support personnel.
The Bank continues to see opportunities to grow and strengthen its
franchise. A range of digital products and services were launched during fiscal 2022. The
Bank launched 'ICICI STACK for Corporates' which offers comprehensive solutions to
corporates and their ecosystem comprising channel partners, dealers, vendors, employees
and other stakeholders. The Bank introduced "Merchant STACK" which offers an
array of banking and value-added services to retailers, online businesses and large
e-commerce firms. InstaBIZ, the Bank's mobile banking app for small and medium enterprise
customers, was made interoperable, that is, all benefits of the app are now available to
all merchants including those who do not have a current account with the Bank. Further,
through the InstaBIZ app, non-ICICI Bank account holders can avail instant sanction of
overdraft facility and instant opening of current account digitally through video KYC.
There was a significant increase in adoption of iMobile Pay from customers who do not have
an account with the Bank.
As part of corporate social responsibility (CSR) initiatives, the Bank
focussed on strengthening the health infrastructure at hospitals by providing equipment
and machines and other health amenities. The Bank and ICICI Foundation worked extensively
in supporting the efforts to fight against the pandemic, and spent an amount of Rs 1.00
billion during fiscal 2022.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
BANK
There are no material changes and commitments affecting the financial
position of the Bank which have occurred between the end of the financial year of the Bank
to which the financial statements relate and the date of this Report. For the impact of
Covid-19 on the performance of the Bank and the Group, refer "note no. 56 of schedule
18 - Notes forming part of the accounts" of financial statements of the Bank and
"note no. 17 of schedule 18 - Notes forming part of the accounts" of
consolidated financial statements of the Bank.
DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
Changes in the composition of the Board of Directors and other Key
Managerial Personnel
The Board at its Meeting held on January 22, 2022 approved the
appointment of Vibha Paul Rishi as an Additional (Independent) Director for a period of
five years with effect from January 23, 2022 subject to the approval of Members. The
Members through postal ballot on March 27, 2022 approved the appointment of Vibha Paul
Rishi as an Independent Director for a term of five consecutive years commencing from
January 23, 2022 to January 22, 2027.
Lalit Kumar Chandel ceased to be the Government Nominee Director on the
Board of the Bank consequent to withdrawal of nomination by the Government of India
through its notification dated August 18, 2021.
Rama Bijapurkar ceased to be a Non-Executive/Independent Director of
the Bank with effect from January 23, 2022. The resignation letter of Rama Bijapurkar with
reason and her confirmation that there is no other material reason for her resignation is
available on the website of the stock exchanges and on the website of the Bank at
https://www.icicibank.com/managed-assets/docs/about-
us/2022/disclosure/Resignation-of-Director-Disclosure-dtd-21-Jan-22.pdf.
Vishakha Mulye stepped down from her position as an Executive Director
with effect from May 31, 2022 consequent to her decision to pursue career opportunities
outside the ICICI Group.
The Board acknowledges the valuable contribution and guidance provided
by the Directors.
The Members at the last Annual General Meeting (AGM) held on August 20,
2021 approved the re-appointment of Anup Bagchi as Wholetime Director (designated as
Executive Director) for a period of five years or date of retirement, whichever is
earlier, effective from February 1, 2022, subject to the approval of Reserve Bank of India
(RBI). RBI through its letter dated January 6, 2022 approved the re-appointment of Anup
Bagchi as an Executive Director of the Bank for a period of three years with effect from
February 1, 2022.
The Board at its Meeting held on April 23, 2022 based on the
recommendations of the Board Governance, Remuneration & Nomination Committee approved
the appointment of Rakesh Jha, as a Wholetime Director (designated as Executive Director)
of the Bank for a period of five years effective from May 1, 2022 or the date of approval
of his appointment by RBI, whichever is later. The said appointment is also subject to the
approval of Members. Approval of the Members is being sought for Rakesh Jha's appointment
for five years in the Notice of the forthcoming AGM through item nos. 9 and 10.
Rakesh Jha ceased to be the Group Chief Financial Officer and Key
Managerial Personnel of the Bank effective May 1, 2022. The Board at its Meeting held on
April 23, 2022 approved the appointment of Anindya Banerjee as the Group Chief Financial
Officer and Key Managerial Personnel of the Bank with effect from May 1, 2022.
The Board at its Meeting held on June 28, 2022 based on the
recommendations of the Board Governance, Remuneration & Nomination Committee approved
the following:
(a) Re-appointment of Neelam Dhawan as an Independent Director of the
Bank for a second term commencing from January 12, 2023 to January 11, 2026, subject to
the approval of Members.
(b) Re-appointment of Uday Chitale as an Independent Director of the
Bank for a second term commencing from January 17, 2023 to October 19, 2024, subject to
the approval of Members.
(c) Re-appointment of Radhakrishnan Nair as an Independent Director of
the Bank for a second term commencing from May 2, 2023 to May 1, 2026, subject to the
approval of Members.
The resolutions for the above re-appointments are being proposed in the
Notice of the forthcoming AGM through item nos. 6 to 8.
As on the date of this report, in terms of Section 203(1) of the
Companies Act, 2013, Sandeep Bakhshi, Managing Director & CEO, Anup Bagchi, Executive
Director, Sandeep Batra, Executive Director, Anindya Banerjee, Group Chief Financial
Officer and Ranganath Athreya, Company Secretary are the Key Managerial Personnel of the
Bank.
Declaration of Independence
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149 of the Companies Act, 2013 as
amended (the Act) and Regulation 16 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended (SEBI Listing
Regulations) which have been relied on by the Bank and were placed at the Board Meeting
held on April 23, 2022. In the opinion of the Board, the Independent Directors fulfil the
conditions specified in the Act and the SEBI Listing Regulations and are independent of
the Management.
Retirement by rotation
In terms of Section 152 of the Companies Act, 2013, Sandeep Batra would
retire by rotation at the forthcoming AGM and is eligible for re-appointment. Sandeep
Batra has offered himself for re-appointment.
AUDITORS
Statutory Auditors
At the Annual General Meeting (AGM) held on August 20, 2021, the
Members approved the appointment of M/s M S K A & Associates, Chartered Accountants
(hereinafter referred to as M S K A & Associates) and M/s KKC & Associates LLP,
Chartered Accountants (formerly M/s Khimji Kunverji & Co LLP), (hereinafter referred
to as KKC & Associates LLP), as the joint statutory auditors to hold office from the
conclusion of the Twenty-Seventh AGM till the conclusion of the Twenty-Eighth AGM. As per
the Reserve Bank of India (RBI) guidelines, the joint statutory auditors of the banking
companies are allowed to continue for a period of three years, subject to fulfilling the
prescribed eligibility norms. Accordingly, M S K A & Associates and KKC &
Associates LLP, would be eligible for reappointment at the conclusion of the forthcoming
AGM. As recommended by the Audit Committee, the Board has proposed the re-appointment of M
S K A & Associates and KKC & Associates LLP, as the joint statutory auditors for
the year ending March 31, 2023 (fiscal 2023). M S K A & Associates and KKC &
Associates LLP, will hold office from the conclusion of the forthcoming AGM till the
conclusion of Twenty-Ninth AGM, subject to the approval of the Members of the Bank and
regulatory approvals as may be necessary or required. The re-appointment of the joint
statutory auditors is proposed to the Members in the Notice of the forthcoming AGM through
item nos. 4 and 5.
There are no qualifications, reservation or adverse remarks made by the
joint statutory auditors in the audit report.
Secretarial Auditors
The Board appointed M/s Parikh Parekh & Associates, a firm of
Company Secretaries in Practice to undertake the Secretarial Audit of the Bank for fiscal
2022. The Secretarial Audit Report is annexed herewith as Annexure A. There are no
qualifications, reservation or adverse remark or disclaimer made by the auditor in the
report save and except disclaimer made by them in discharge of their professional
obligation.
The Annual Secretarial Compliance Report for fiscal 2022 is available
on the website of the Bank at https://www.icicibank.com/aboutus/disclosures-to-stock-
exchanges.page?#toptitle and on the websites of the stock exchanges i.e. BSE Limited at
www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com.
Maintenance of Cost Records
Being a banking company, the Bank is not required to maintain cost
records as specified by the Central Government under Section 148(1) of the Companies Act,
2013.
Reporting of Frauds by Auditors
During the year under review, there were no instances of fraud reported
by the statutory auditors, branch auditors and secretarial auditor under Section 143(12)
of the Companies Act, 2013 to the Audit Committee or the Board of Directors.
PERSONNEL
The statement containing particulars of employees as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure
and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the
annual report and the financial statements are being sent to the Members excluding the
aforesaid Annexure. The Annexure is available for inspection and any Member interested in
obtaining a copy of the Annexure may write to the Company Secretary of the Bank.
INTERNAL CONTROL AND ITS ADEQUACY
The Bank has adequate internal controls and processes in place with
respect to its financial statements which provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements. These
controls and processes are driven through various policies, procedures and certifications.
The processes and controls are reviewed periodically. The Bank has a mechanism of testing
the controls at regular intervals for their design and operating effectiveness to
ascertain the reliability and authenticity of financial information.
DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT, 1999
The Bank has obtained a certificate from its statutory auditors that it
is in compliance with the Foreign Exchange Management Act, 1999 provisions with respect to
investments made in its consolidated subsidiaries and associates during fiscal 2022.
RELATED PARTY TRANSACTIONS
The Bank has a Board-approved Group Arm's Length Policy which requires
transactions with the group companies to be at arm's length. All the related party
transactions between the Bank and its related parties, entered during the year ended March
31, 2022, were on arm's length basis and were in the ordinary course of business.
There were no related party transactions to be reported under Section
188(1) of the Companies Act 2013, in Form No. AOC-2, pursuant to Rule 8(2) of the
Companies (Accounts) Rules, 2014.
All related party transactions as required under Accounting Standard
AS-18 are reported in note no. 46 of schedule 18 - Notes to Accounts of standalone
financial statements and note no. 2 of schedule 18 - Notes to Accounts of consolidated
financial statements of the Bank.
During the year, the Related Party Transactions Policy of the Bank was
amended to align with the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) (Sixth Amendment) Regulations, 2021. The Board-approved amended
Policy effective from April 1,2022 is disclosed on the website of the Bank and can be
viewed at (https://www.icicibank.com/aboutus/other- policies.page?#toptitle).
ANNUAL RETURN
The Annual Return in Form No. MGT-7 will be hosted on the website of
the Bank at (https://www.icicibank.com/ aboutus/annual.html).
BUSINESS RESPONSIBILITY REPORTING
The Business Responsibility Report as stipulated under Regulation 34 of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 will be hosted on the Bank's website at
(https://www.icicibank.com/aboutus/annual.html). Any Member interested in obtaining a copy
of the Report may write to the Company Secretary of the Bank.
The Bank has been releasing the Environmental, Social and Governance
Report since fiscal 2020. The report for fiscal 2022 will be hosted on the Bank's website
at (https:// www.icicibank.com/aboutus/annual.html).
INTEGRATED REPORTING
The Bank has adopted the principles of the International Integrated
Reporting Framework as developed by the International Integrated Reporting Council (IIRC)
in its Annual Report since fiscal 2019. For accessing the Report for fiscal 2022, please
refer to the Integrated Report section of the Annual Report 2021-22.
RISK MANAGEMENT FRAMEWORK
The Bank's risk management framework is based on a clear understanding
of various risks, disciplined risk assessment and measurement procedures and continuous
monitoring. The Board of Directors has oversight on all the risks assumed by the Bank.
Specific Committees have been constituted to facilitate focused oversight of various
risks, as follows:
• The Risk Committee of the Board inter alia reviews risk
management policies of the Bank pertaining to credit, market, liquidity, operational and
outsourcing risks and business continuity management. The Committee also reviews the Risk
Appetite and Enterprise Risk Management frameworks, Internal Capital Adequacy Assessment
Process (ICAAP) and stress testing. The stress testing framework includes a range of
Bank-specific market (systemic) and combined scenarios. The ICAAP exercise covers the
domestic and overseas operations of the Bank, banking subsidiaries and non-banking
subsidiaries. The Committee reviews setting up of limits on any industry or country,
migration to the advanced approaches under Basel II and implementation of Basel Ill and
the activities of the Asset Liability Management Committee. The Committee reviews the
level and direction of major risks pertaining to credit, market, liquidity, operationaI,
reputation, technology, information security, compliance, group and capital at risk as a
part of the risk dashboard. In addition, the Committee has oversight on risks of
subsidiaries covered under the Group Risk Management Framework. The Risk Committee also
reviews the Liquidity Contingency Plan for the Bank and the various thresholds set out in
the Plan.
• The Credit Committee of the Board, apart from sanctioning credit
proposals based on the Bank's credit approval authorisation framework, reviews
developments in key industrial sectors (along with exposure to these sectors), the Bank's
exposure to large borrower accounts and borrower groups. The Credit Committee also reviews
major credit portfolios, non-performing loans, accounts under watch, overdues, incremental
sanctions etc.
• The Audit Committee of the Board provides direction to and
monitors the quality of the internal audit function, oversees the financial reporting
process and also monitors compliance with inspection and audit reports of RBI, other
regulators and statutory auditors.
• The Asset Liability Management Committee provides guidance for
management of liquidity of the overall Bank and management of interest rate risk in the
banking book within the broad parameters laid down by the Board of Directors/Risk
Committee.
Summaries of reviews conducted by these Committees are reported to the
Board on a regular basis.
Policies approved from time to time by the Board of
Directors/Committees of the Board form the governing framework for each type of risk. The
business activities are undertaken within this policy framework. Independent groups and
subgroups have been constituted across the Bank to facilitate independent evaluation,
monitoring and reporting of various risks. These groups function independently of the
business groups/subgroups.
The Bank has dedicated groups, namely, the Risk Management Group,
Compliance Group, Corporate Legal Group, Internal Audit Group and the Financial Crime
Prevention & Reputation Risk Management Group, with a mandate to identify, assess and
monitor all of the Bank's principal risks in accordance with well-defined policies and
procedures. The Risk Management Group is further organised into Credit Risk Management
Group, Market Risk Management Group, Operational Risk Management Group and Information
Security Group. The Chief Risk Officer (CRO) reports to the Risk Committee constituted by
the Board which reviews risk management policies of the Bank. The CRO for administrative
purposes reports to an Executive Director in the Bank. The above mentioned groups are
independent of all business operations and coordinate with representatives of the business
units to implement the Bank's risk management policies and methodologies.
The Internal Audit Group acts as an independent entity and is
responsible to evaluate and provide objective assurance on the effectiveness of internal
controls, risk management and governance processes within the Bank and suggest
improvements. The Internal Audit Group maintains appropriately qualified personnel to
fulfill its responsibilities. The Internal Audit and Compliance groups are responsible to
the Audit Committee of the Board.
INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Bank has a policy against sexual harassment and a formal process
for dealing with complaints of harassment or discrimination. The said policy is in line
with the requirements of 'The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013'. The Bank has complied with provisions relating to
the constitution of Internal Committee under the said Act.
The details pertaining to number of complaints during the year has been
provided below:
a. number of complaints filed during the financial year: 46
b. number of complaints disposed of during the financial year: 46
c. number of complaints pending1 at end of the financial
year: Nil
1 All complaints received during fiscal 2022 have been closed
within the applicable turnaround time (90 days).
CORPORATE GOVERNANCE
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 to oversee critical areas.
At March 31, 2022, Independent Directors constituted a majority on most of the Committees
and most of the Committees were chaired by Independent Directors.
I. Philosophy of Corporate Governance
At ICICI Bank, we are committed to maintain the highest standards of
governance in the conduct of our business and continuously strive to create lasting value
for all our stakeholders. We focus on maintaining comprehensive compliance with the laws,
rules and regulations that govern our business and promote a culture of accountability,
transparency and ethical conduct across the Bank.
Group Code of Business Conduct and Ethics
The Group Code of Business Conduct and Ethics for Directors and
employees of the ICICI Group aims at ensuring consistent standards of conduct and ethical
business practices across the constituents of the ICICI Group. This Code is reviewed on an
annual basis and the latest Code is available on the website of the Bank at
(https://www.icicibank.com/managed-assets/docs/
personal/general-links/code_of_business_conduct_ ethics.pdf). Pursuant to the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, a confirmation from the Managing Director & CEO regarding compliance with the
Code by all the Directors and senior management forms part of the Annual Report.
Code of Conduct as prescribed under the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015
In accordance with the requirements of the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015, the Bank has adopted
the Code on Prohibition of Insider Trading.
Material Subsidiaries
In accordance with the requirements of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Bank has formulated a Policy for determining Material Subsidiaries and the same has been
hosted on the website of the Bank at (https://www.icicibank.
com/aboutus/other-policies.page?#toptitle). ICICI Prudential Life Insurance Company
Limited is a material listed subsidiary of the Bank in terms of the provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Bank does not have any unlisted material subsidiary.
Familiarisation Programme for Independent Directors
Independent Directors are familiarised with their roles, rights and
responsibilities in the Bank as well as with the nature of the industry and the business
model of the Bank through induction programmes at the time of their appointment as
Directors and through presentations on economy & industry overview, key regulatory
developments, strategy and performance which are made to the Directors from time to time.
The details of the familiarisation programmes have been hosted on the website of the Bank
at (https:// www.icicibank.com/aboutus/bod-1.page?).
Dividend Distribution Policy
I n accordance with Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend
Distribution Policy is hosted on the website of the Bank and can be viewed at (https://
www.icicibank.com/aboutus/other-policies. page?#toptitle).
Whistle Blower Policy
The Bank has formulated a Whistle Blower Policy, which is periodically
reviewed. The policy comprehensively provides an opportunity for any employee or 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 intranet. Issues raised under the Whistle Blower Policy or
to senior management are investigated for appropriate action, including an assessment of
the impact on financial statements, if any. The Whistle Blower Policy complies with the
requirements of Vigil mechanism as stipulated under Section 177 of the Companies Act, 2013
and other applicable laws, rules and regulations. The details of establishment of the
Whistle Blower Policy/Vigil mechanism have been disclosed on the website of the Bank at
(https://www.icicibank.com/aboutus/ other-policies.page?#toptitle).
CEO/CFO Certification
In terms of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the certification by the
Managing Director & CEO and Chief Financial Officer on the financial statements and
internal controls relating to financial reporting has been obtained.
Details of utilisation of funds
During the year under review, the Bank has not raised any funds through
preferential allotment or Qualified Institutions Placement as specified under Regulation
32(7A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
During the year under review, the Bank has raised Rs 194,224.00 million
through issue of senior unsecured redeemable long term bonds in the nature of debentures,
in tranches, on private placement basis. There is no deviation in utilisation of the
funds.
Fees to statutory auditors
The details of fees pertaining to services provided by the statutory
auditors and entities in the network firm/network entity of which the statutory auditors
is a part, to ICICI Bank Limited and its subsidiaries during the year ended March 31,2022
are given in the following table:
| Nature of service |
Amount in Rs1-2 |
| Audit |
65,940,000 |
| Certification and other audit related services |
5,035,000 |
| Total |
70,975,000 |
1 Excludes taxes and out of pocket expenses.
2 Includes payments made to previous statutory auditor, Walker Chandiok
& Co LLP, amounting to Rs 30,020,000.
Recommendations of mandatory committees
All the recommendations made by the committees of the Board mandatorily
required to be constituted by the Bank under the Companies Act, 2013 and the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 were accepted by the Board.
Skills/expertise/competence of the Board of Directors
The Bank has identified the core skills/expertise/ competence of the
Board of Directors as required under Section 10A(2)(a) of the Banking Regulation Act, 1949
in the context of its business(s) and the sectors(s) for it to function effectively and
has been in compliance with the same.
The details of the core skills/expertise/competence possessed by the
existing directors of the Bank is detailed as under:
| Name of Director |
Areas of expertise |
| Girish Chandra Chaturvedi |
Agriculture and rural economy, Banking, Co-operation,
Economics, Finance, Small Scale Industry, Human Resources, Risk Management, Business
Management |
| Hari L. Mundra |
Accountancy, Banking, Economics, Finance, Law, Human
Resources, Risk Management, Business Management, Business and Financial Strategy,
Treasury, M&A, Business Restructuring and Taxation |
| Name of Director |
Areas of expertise |
| S. Madhavan |
Accountancy, Banking, Economics, Finance, Law, Information
Technology, Human Resources, Risk Management, Business Management |
| Neelam Dhawan |
Banking, Information Technology, Human Resources, Business
Management |
| Radhakrishnan Nair |
Accountancy, Agriculture and Rural Economy, Banking,
Co-operation, Economics, Finance, Law, Small Scale Industry, Payment and Settlement
Systems, Human Resources, Risk Management, Business Management, Insurance, Securities,
Treasury Management, Foreign Exchange Management |
| B. Sriram |
Banking, Finance, Small Scale Industry, Information
Technology, Payment and Settlement Systems, Credit and Risk, Treasury |
| Uday Chitale |
Accountancy, Banking, Finance, Alternate Dispute Resolution
(ADR), Auditing & Assurance |
| Vibha Paul Rishi |
Consumer Insight & Marketing, Strategy, Accountancy,
Agriculture and rural economy, Economics, Finance, Information Technology, Human
Resources, Risk Management, Business Management |
| Sandeep Bakhshi |
Banking, Finance, Business Management, Insurance |
| Anup Bagchi |
Accountancy, Banking, Economics, Finance, Small Scale
Industry, Information Technology, Payment and Settlement Systems, Risk Management,
Business Management, Retail & Rural and Inclusive Banking, Strategy and Corporate
Planning, Securities, Business Strategy, Retail Broking, Corporate Banking, Investment
Banking, Treasury Control and Services |
| Sandeep Batra |
Accountancy, Banking, Finance, Law, Information Technology,
Human Resources, Risk Management, Business Management, Insurance, Securities, Governance |
Credit Rating as on March 31, 2022
Foreign currency denominated instruments issued by the _
Bank
| Instrument type |
Moody's |
S&P |
JCRA |
| Senior unsecured medium term notes |
Baa3 |
BBB- |
- |
| Senior unsecured medium term notes issued under Tokyo
pro-bond |
|
|
BBB+* |
| Certificate of Deposits |
P-3 |
- |
- |
Rupee denominated instruments issued by the Bank
| Instrument type |
CARE |
ICRA |
CRISIL |
| Tier II bonds (Basel III) |
CARE AAA |
[ICRA]AAA |
- |
| Additional Tier 1 bonds (Basel III) |
CARE AA+ |
[ICRA]AA+ |
CRISIL AA+ |
| Unsecured redeemable bonds |
CARE AAA |
[ICRA]AAA |
CRISIL AAA# |
| Long term bonds issued by erstwhile ICICI Limited |
CARE AAA |
[ICRA]AAA |
CRISIL AAA |
| Certificate of Deposits |
CARE A1 + |
[ICRA]A1 + |
- |
| Fixed deposits |
CARE AAA |
MAAA$ |
- |
Moody's: Moody's Investors Services
S&P: S&P Global Ratings
JCRA: Japan Credit Rating Agency, Limited
CARE: CARE Ratings Limited, India
ICRA: ICRA Limited, India
CRISIL: CRISIL Limited, India
# In March 2022, a new rating from CRISIL was issued of "CRISIL
AAA" for the Bank's unsecured redeemable bonds (infrastructure bonds).
* In May 2022, Japan Credit Rating Agency, Limited withdrew ICICI
Bank's foreign currency long-term issuer rating of BBB+. The rating withdrawal was at the
Bank's request pursuant to the full repayment of bonds and subsequent delisting of the
Tokyo Pro-bond Programme.
$ In June 2022, ICRA Limited standardised its rating scale based on
directions from SEBI, and accordingly revised the rating symbol for ICICI Bank's fixed
deposits programme from MAAA to [ICRA]AAA.
Certificate from a Company Secretary in practice
In terms of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Bank has obtained a
Certificate from a Company Secretary in practice that none of the Directors on the Board
of the Bank have been debarred or disqualified from being appointed or continuing as
directors of companies by the Securities and Exchange Board of India/Ministry of Corporate
Affairs or any such statutory authority. The Certificate of Company Secretary in practice
is annexed herewith as Annexure B.
#CGStart#
CORPORATE GOVERNANCE
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 the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 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 of the Bank at March 31, 2022 consisted of twelve Directors,
out of which eight were Independent Directors and four were Executive Directors.
There were ten meetings of the Board during the year - April 24, May
31, June 28, July 15, July 24, September 22, October 5 and October 23 in 2021 and January
22 and February 18 in 2022.
There were no inter-se relationships between any of the Directors.
The names of the Directors, their attendance at Board Meetings during
the year, attendance at the last AGM and details of other directorships and board
committee memberships held by them at March 31,2022 are set out in the following table:
| Name of Director |
Board Meetings attended during the year |
Attendance at last AGM (August 20, 2021) |
Number of directorships |
Number of other committee memberships1 |
Directorships in other listed entity and
category of directorship |
|
|
|
of other Indian public limited companies |
of other Indian companies |
|
|
| Independent Directors |
|
|
|
|
|
|
| Girish Chandra Chaturvedi, Chairman (DIN: 00110996) |
10/10 |
Present |
3 |
|
4(3) |
• Infrastructure Leasing and Financial
Services Limited2 (NED) |
|
|
|
|
|
|
• IL&FS Energy Development Company
Limited2 (NED) |
| Hari L. Mundra (DIN: 00287029) |
9/10 |
Present |
1 |
|
1(1) |
- |
| Neelam Dhawan (DIN: 00871445) |
10/10 |
Present |
2 |
- |
2(1) |
- |
| Radhakrishnan Nair (DIN: 07225354) |
10/10 |
Present |
6 |
2 |
6(2) |
• ICICI Prudential Life Insurance
Company Limited (ID) |
|
|
|
|
|
|
• Geojit Financial Services Limited
(ID) |
|
|
|
|
|
|
• ICICI Securities Primary Dealership
Limited (ID) |
|
|
|
|
|
|
• Inditrade Capital Limited (ID) |
| Rama Bijapurkar (Resigned with effect from January 23, 2022)
(DIN: 00001835) |
9/9 |
Present |
N.A. |
N.A. |
N.A. |
N.A. |
| B. Sriram (DIN: 02993708) |
10/10 |
Present |
5 |
1 |
5(1) |
• Unitech Limited3
(Government Nominee Director) |
|
|
|
|
|
|
• Nippon Life India Asset
Management Limited (ID) |
| S. Madhavan (DIN:06451889) |
10/10 |
Present |
6 |
4 |
8(4) |
• UFO Moviez India Limited (ID) |
|
|
|
|
|
|
• Transport Corporation of India
Limited (ID) |
|
|
|
|
|
|
• HCL Technologies Limited (ID) |
|
|
|
|
|
|
• Sterlite Technologies Limited
(ID) |
|
|
|
|
|
|
• Procter & Gamble Health
Limited (ID) |
| Uday Chitale (DIN: 00043268) |
10/10 |
Present |
2 |
1 |
2(1) |
• ICICI Lombard General
Insurance Company Limited (ID) |
|
|
|
|
|
|
• India Infradebt Limited (ID) |
| Vibha Paul Rishi (Appointed with effect from January 23,
2022) (DIN: 05180796) |
1/1 |
N.A. |
5 |
|
5(1) |
• ICICI Prudential Life
Insurance Company Limited (ID) |
|
|
|
|
|
|
• Asian Paints Limited (ID) |
|
|
|
|
|
|
• Tata Chemicals Limited (ID) |
|
|
|
|
|
|
• Escorts Limited (ID) |
| Government Nominee Director |
|
|
|
|
|
|
| Lalit Kumar Chandel (upto close of business hours on August
18, 2021) (DIN: 00182667) |
1/5 |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
| Executive Directors |
|
|
|
|
|
|
| Sandeep Bakhshi, Managing Director & CEO (DIN: 00109206) |
10/10 |
Present |
|
|
|
- |
| Anup Bagchi (DIN: 00105962) |
10/10 |
Present |
5 |
|
|
• ICICI Prudential Life
Insurance Company Limited (NED) |
|
|
|
|
|
|
• ICICI Securities Limited (NED) |
|
|
|
|
|
|
• ICICI Home Finance Company
Limited (NED) |
| Sandeep Batra (DIN: 03620913) |
10/10 |
Present |
4 |
- |
3(0) |
• ICICI Prudential Life Insurance
Company Limited (NED) |
|
|
|
|
|
|
• ICICI Lombard General Insurance
Company Limited (NED) |
| Vishakha Mulye (Resigned with effect from May 31, 2022) (DIN:
00203578) |
10/10 |
Present |
1 |
1 |
|
• ICICI Lombard General Insurance
Company Limited (NED) |
Independent Director (ID)
Non-Executive Director (NED)
1 Includes only chairmanship/membership of Audit Committee and
Stakeholders' Relationship Committee of other Indian public limited companies. Figures in
parentheses indicate committee chairpersonships.
2 Pursuant to the orders of the National Company Law Tribunal dated
October 1, 2018 and October 3, 2018, the respective Boards of Infrastructure Leasing and
Financial Services Limited and IL&FS Energy Development Company Limited appointed
Girish Chandra Chaturvedi as the Director and as Chairman of Infrastructure Leasing and
Financial Services Limited and IL&FS Energy Development Company Limited respectively.
3 Pursuant to the order dated January 22, 2020 issued by the Government
of India and order dated January 20, 2020 issued by the Supreme Court of India, B. Sriram
was appointed as Nominee Director of Government of India on the Board of Unitech Limited
with effect from January 22, 2020.
The profiles of the Directors can be viewed on the website of the Bank
at (https://www.icicibank.com/aboutus/bod-1. page?#toptitle).
The Board has constituted various Committees, namely, 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 Review Committee for Identification of Wilful Defaulters/Non Co-operative
Borrowers.
The quorum of the Board Committees was increased from at least two
members to at least three members with effect from June 30, 2019, to transact business at
any Board Committee meeting and in case where the Committee comprises of two members only
or where two members are participating, then any Independent Director may attend the
meeting to fulfil the requirement of three members.
The terms of reference of the Board Committees as mentioned above,
their composition and attendance of the respective Members at the various Committee
Meetings held during fiscal 2022 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, review of the quarterly and annual financial statements before
submission to the Board, review of management's discussion & analysis, recommendation
of appointment, terms of appointment, remuneration and removal of central and branch
statutory auditors and chief internal auditor, approval of payment
to statutory auditors for other permitted services rendered by them,
reviewing and monitoring with the management the auditor's independence and the
performance and effectiveness of the audit process, approval of transactions with related
parties or any subsequent modifications, review of statement of significant related party
transactions and utilization of loans and/or advances from/investment by the Bank in its
subsidiaries. The Audit Committee also reviews the functioning of the Whistle Blower
Policy, adequacy of internal control systems and the internal audit function, compliance
with inspection and audit reports and reports of statutory auditors, findings of internal
investigations, management letters/letters on internal control weaknesses issued by
statutory auditors/internal auditors, investment in shares and advances against shares.
The Audit Committee responsibilities also include 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 utilization 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, examination of reasons for substantial
defaults, if any, in payment to stakeholders, valuation of undertakings or assets,
evaluation of risk management systems and scrutiny of inter-corporate loans and
investments. The Audit Committee is also empowered to appoint/oversee the work of any
registered public accounting firm, establish procedures for receipt and treatment of
complaints received regarding accounting, internal accounting controls and auditing
matters and engage independent counsel as also provide for appropriate funding for
compensation to be paid to any firm/advisors. In addition, the Audit Committee also
exercises oversight on the regulatory compliance function of the Bank. The Committee also
considers and comments on rationale, cost-benefits and impact of schemes involving
merger/demerger/ amalgamation etc., on the Bank and its shareholders. The Audit Committee
is also empowered to approve the appointment of the Chief Financial Officer (i.e., the
whole-time Finance Director or any other person heading the finance function or
discharging that function) after assessing the qualifications, experience and background,
etc. of the candidate.
Composition
There were seventeen Meetings of the Committee during the year - April
22, April 24, June 25, June 30 (held jointly with Risk Committee), July 8, July 23, July
24, September 2, October 22, October 23, October 27 (held jointly with Risk Committee),
November 16 and December 16 in 2021 and January 20, January 22, February 17 and March 17
in 2022. The details of the composition of the Committee and attendance at its Meetings
held during the year are set out in the following table:
| Name of Member |
Number of meetings attended |
| Uday Chitale, Chairman |
17/17 |
| S. Madhavan |
17/17 |
| Radhakrishnan Nair |
17/17 |
III. Board Governance, Remuneration & Nomination Committee
Terms of Reference
The functions of the Committee include recommending appointments of
Directors to the Board, identifying persons who are qualified to become Directors and who
may be appointed in senior management in accordance with the criteria laid down and
recommending to the Board their appointment and removal, formulate a criteria for the
evaluation of the performance of the wholetime/ Independent Directors and the Board and to
extend or continue the term of appointment of Independent Directors on the basis of the
report of performance evaluation of Independent Directors, recommending to the Board a
policy relating to the remuneration for the Directors, key managerial personnel and other
employees, recommending to the Board the remuneration (including performance bonus and
perquisites) to wholetime Directors and senior management personnel. The functions also
include approving the policy for and quantum of bonus payable to the members of the staff
including senior management and key managerial personnel, formulating the criteria for
determining qualifications, positive attributes and independence of a Director, framing
policy on Board diversity, framing guidelines for the Employees Stock Option Scheme (ESOS)
and decide on the grant of stock options to employees and wholetime Directors of the Bank
and its subsidiary companies.
Composition
There were four Meetings of the Committee during the year - April 24,
2021, July 24, 2021, October 21, 2021 and January 21, 2022. The details of the composition
of the Committee and attendance at its Meetings held during the year are set out in the
following table:
| Name of Member |
Number of meetings attended |
| Neelam Dhawan, Chairperson |
4/4 |
| Girish Chandra Chaturvedi |
4/4 |
| Rama Bijapurkar (upto January 22, 2022) |
4/4 |
| B. Sriram |
4/4 |
Po/icy/Criteria for Directors' Appointment
The Bank with the approval of its Board Governance, Remuneration &
Nomination Committee (Committee) has put in place a policy on Directors' appointment and
remuneration including criteria for determining qualifications, positive attributes and
independence of a Director as well as a policy on Board diversity. The policy has been
framed based on the broad principles as outlined hereinafter. The Committee evaluates the
composition of the Board and vacancies arising in the Board from time to time. The
Committee while recommending candidature of a Director considers the special knowledge or
expertise possessed by the candidate as required under the Banking Regulation Act, 1949.
The Committee assesses the fit and proper credentials of the candidate and the companies/
entities with which the candidate is associated either as a director or otherwise and as
to whether such association is permissible under RBI guidelines and the internal norms
adopted by the Bank. For the above assessment, the Committee is guided by the guidelines
issued by RBI in this regard.
The Committee also evaluates 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 Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. 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 reviews the same and
determine the independence of a Director.
The Committee based on the above assessments makes suitable
recommendations on the appointment of Directors to the Board.
Remuneration policy
The Compensation Policy of the Bank is in line with the RBI circulars
and in compliance with the requirements for the Remuneration Policy as prescribed under
the Companies Act, 2013. The Policy is divided into the segments, Part A, Part B and Part
C where Part A covers the requirements for wholetime Directors & employees pursuant to
RBI guidelines, Part B relates to compensation to Non-Executive Directors (except
part-time Non-Executive Chairman) and Part C relates to compensation to part-time
Non-Executive Chairman. The Compensation Policy is available at
(https://www.icicibank.com/aboutus/other-policies. page?#toptitle). Further details with
respect to the Compensation 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
these are not inconsistent with the provisions of the Banking Regulation Act, 1949/RBI
guidelines. The remuneration for the Non-Executive/Independent Directors (other than
Government Nominee Director) would be sitting fee for attending each Meeting of the
Committee/Board as approved by the Board.
In addition to sitting fee, Non-Executive Director (other than
part-time Chairman and the Government Nominee Director) are entitled to a fixed
remuneration of Rs 2,000,000 per annum with effect from April 1, 2021 which has been
approved by the Members at their Meeting held on August 20, 2021.
For the Non-Executive Chairman, the remuneration, in addition to
sitting fee includes such fixed payments as may be recommended by the Board and approved
by the Members and RBI, 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
allowance for attending to duties as Chairman of the Bank and any other modes of
remuneration as may be permitted by RBI 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, Directors, Chairperson and
Committees
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, Chairperson and Committees.
The evaluation of the Directors, the Board, Chairperson of the Board
and the Committees is carried out through circulation of four different questionnaires,
for the Directors, for the Board, for the Chairperson of the Board and the Committees
respectively. The performance of the Board is assessed on select parameters related to
roles, responsibilities and obligations of the Board, relevance of Board discussions,
attention to strategic issues, performance on key areas, providing feedback to executive
management and 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
is based on their participation, contribution and offering guidance to and understanding
of the areas which were relevant to them in their capacity as members of the Board. The
evaluation criteria for the
Chairperson of the Board besides the general criteria adopted for
assessment of all Directors, focuses on leadership abilities, effective management of
meetings and preservation of interest of stakeholders. The evaluation of the Committees is
based on assessment of the clarity with which the mandate of the Committee is defined,
effective discharge of terms and reference of the Committees and assessment of
effectiveness of contribution of the Committee's deliberation/recommendations to the
functioning/ decisions of the Board. The Bank has taken effective steps with regards to
the action points arising out of performance evaluation process for fiscal 2021. The
overall performance evaluation process for fiscal 2022 was completed to the satisfaction
of the Board. The Board of Directors also identified specific action points arising out of
the overall evaluation which would be executed as directed by the Board.
The evaluation process for wholetime Directors is further detailed
under the section titled "Compensation Policy and Practices".
Details of Remuneration paid to Executive Directors
The Board Governance, Remuneration & Nomination Committee
determines and recommends to the Board the amount of remuneration, including performance
bonus and perquisites, payable to the MD & CEO and wholetime Directors.
The following table sets out the details of remuneration (including
perquisites and retiral benefits) paid in fiscal 2022:
Details of Remuneration (Rs)
|
Sandeep Bakhshi |
Vishakha Mulye |
Anup Bagchi |
Sandeep Batra |
|
2021-22 |
2021-22 |
2021-22 |
2021-22 |
| Basic1 |
28,572,000 |
24,467,040 |
24,467,040 |
24,467,040 |
| Performance bonus paid in fiscal 20222 |
11,250,000 |
10,050,000 |
10,050,000 |
10,050,000 |
| Allowances and perquisites13 |
24,831,136 |
24,122,180 |
26,809,851 |
22,405,173 |
| Contribution to provident fund1 |
3,428,640 |
2,936,045 |
2,936,045 |
2,936,045 |
| Contribution to superannuation fund1 |
0 |
0 |
0 |
0 |
| Contribution to gratuity fund1 |
2,380,048 |
2,038,104 |
2,038,104 |
2,038,104 |
| Stock options4 (Number) |
|
|
|
|
| Fiscal 2021 |
394,850 |
305,350 |
305,350 |
305,350 |
1 Prior approval of the RBI is required for payout of any incremental
revision in remuneration of MD & CEO and Wholetime Directors under the Banking
Regulation Act, 1949. RBI approval for revision in fixed remuneration (Basic, allowances
and retirals) for FY2022 was received by the Bank on May 10, 2022 i.e. after year ended
March 31, 2022. Hence the table above depicts FY2021 fixed remuneration actually paid out
which would stand augmented in accordance with the subsequent RBI approval received post
year end which is subject to approval by shareholders at the ensuing AGM.
2 Represents payout of 50% of the performance bonus amount pertaining
to fiscal 2021 as approved by RBI. The balance 50% amount will be equally deferred over a
period of three years in line with the Bank's policy and regulatory stipulations.
3 Allowances and perquisites exclude perquisites of previous years
stock options exercised during fiscal 2022
4 Represents options granted during the year as per RBI approvals
pertaining to fiscal 2021
Perquisites (evaluated as per Income-tax rules wherever applicable and
otherwise at actual cost to the Bank) such as the benefit of the Bank's furnished
accommodation, gas and water, electricity, furnishings, club fees, group insurance, use of
car and telephone at residence or reimbursement of expenses in lieu thereof, medical
reimbursement, leave and leave travel concession, education benefits, provident fund,
superannuation fund and gratuity, are provided in accordance with the scheme(s) and
rule(s) applicable from time to time. In line with the staff loan policy applicable to
specified grades of employees who fulfil prescribed eligibility criteria to avail loans
for purchase of residential property, the wholetime Directors are also eligible for
housing loans. The stock options vest in a graded manner over a three-year period, with
30%, 30% and 40% of the grant vesting in each year, commencing from the end of 12 months
from the date of the grant. The options so vested are to be exercised within 5 years from
the date of vesting.
The Bank does not pay any severance fees to its Managing Director &
CEO or to its wholetime Directors. The tenure of the office of Managing Director & CEO
and the wholetime Directors of the Bank is five years, subject to approval of RBI and the
Members. The notice period for each of them, as specified in their respective terms of
appointments is two months.
During fiscal 2022, Sandeep Bakhshi and Sandeep Batra received gross
amount of Rs 3,234,810 and Rs 2,073,422 respectively as performance bonus from ICICI
Prudential Life Insurance Company Limited, subsidiary of the Bank being the deferred
variable pay for fiscal 2018.
Details of Remuneration paid to Non-Executive Directors
The Board of Directors has approved the payment of Rs 100,000 as
sitting fee for each Meeting of the Board, Audit Committee, Credit Committee and Risk
Committee and Rs 50,000 as sitting fee for each Meeting of the Committee attended other
than the Audit Committee, Credit Committee and Risk Committee.
Information on the sitting fees, remuneration and profit related
commission paid to each Non-Executive Director during fiscal 2022 is set out in the
following table:
Amount (Rs)
|
Sitting Fees |
Remuneration |
Commission1 |
| Girish Chandra Chaturvedi |
2,600,000 |
3,500,000 |
- |
| Hari L. Mundra |
3,500,000 |
2,000,000 |
1,000,000 |
| S. Madhavan |
4,000,000 |
2,000,000 |
1,000,000 |
| Neelam Dhawan |
1,650,000 |
2,000,000 |
1,000,000 |
| Radhakrishnan Nair |
3,200,000 |
2,000,000 |
1,000,000 |
| Rama Bijapurkar2 |
1,450,000 |
1,622,222 |
1,000,000 |
| B. Sriram |
3,850,000 |
2,000,000 |
1,000,000 |
| Uday Chitale |
3,250,000 |
2,000,000 |
1,000,000 |
| Vibha Paul Rishi3 |
150,000 |
377,778 |
- |
1 Profit related commission pertaining to fiscal 2021 paid in fiscal
2022
2 Director upto January 22, 2022
3 Director with effect from January 23, 2022
Government Nominee Director was only entitled to reimbursement of
expenses for attending Board/ Committee Meetings.
The Board at its Meeting held on April 23, 2022 approved revision in
sitting fee payable to NonExecutive Directors (other than Government Nominee Director)
from Rs 50,000 to Rs 100,000 for attending each Meeting of Board Governance, Remuneration
& Nomination Committee, Corporate Social Responsibility Committee, Customer Service
Committee, Fraud Monitoring Committee, Information Technology Strategy Committee,
Stakeholders Relationship Committee and Review Committee for Identification of Wilful
Defaulters/Non Co-operative Borrowers effective April 24, 2022.
Details of shares/convertible instruments held by Non-Executive
Directors
As on March 31, 2022, S. Madhavan and Vibha Paul Rishi (as joint
holder) held 4,000 and 330 equity shares of face value of Rs 2.00 each respectively.
Remuneration disclosures as required under RBI guidelines
The RBI circular on "Compensation of wholetime Directors/Chief
Executive Officers/Risk takers and Control function staff etc." requires the Bank to
make following disclosures on remuneration on an annual basis in their Annual Report:
COMPENSATION POLICY AND PRACTICES
(A) Qualitative Disclosures
a) Bodies that oversee remuneration.
• Name, composition and mandate of the main body overseeing
remuneration
The Board Governance, Remuneration and Nomination Committee
(BGRNC/Committee) is the body which oversees the remuneration aspects. The functions of
the Committee include recommending appointments of Directors to the Board, identifying
persons who are qualified to become Directors and who may be appointed in senior
management in accordance with the criteria laid down and recommending to the Board their
appointment and removal, formulate a criteria for the evaluation of the performance of the
whole time/independent Directors and the Board and to extend or continue the term of
appointment of independent Directors on the basis of the report of performance evaluation
of independent Directors, recommending to the Board a policy relating to the remuneration
for the Directors, Key Managerial Personnel, Material Risk Takers (MRTs) and other
employees, recommending to the Board the remuneration (including performance bonus,
share-linked instruments and perquisites) to wholetime Directors (WTDs) and senior
management, approving the policy for and quantum of variable pay payable to members of the
staff including senior management, key managerial personnel, material risk takers and
formulating the criteria for determining qualifications, positive attributes and
independence of a Director, framing policies on Board diversity, framing guidelines for
the Employee Stock Option Scheme (ESOS) and deciding on the grant of the Bank's stock
options to employees and WTDs of the Bank and its subsidiary companies.
• External consultants whose advice has been sought, the body by
which they were commissioned, and in what areas of the remuneration process
During the year ended March 31, 2022, the Bank employed the services of
a reputed consulting firm for market benchmarking in the area of compensation, including
executive compensation.
• Scope of the Bank's remuneration policy (eg. by regions,
business lines), including the extent to which it is applicable to foreign subsidiaries
and branches
The Compensation Policy of the Bank, as last amended by the BGRNC
through resolution dated July 12, 2021 and the Board at its meeting held on July 15, 2021
covers all employees of the Bank, including those in overseas branches of the Bank. In
addition to the Bank's Compensation Policy guidelines, the overseas branches also adhere
to relevant local regulations.
• Type of employees covered and number of such employees
All employees of the Bank are governed by the Compensation Policy. The
total number of permanent employees of the Bank at March 31, 2022 was 103,010.
b) Design and structure of remuneration processes
• Key features and objectives of remuneration policy
The Bank has under the guidance of the Board and the BGRNC, followed
compensation practices intended to drive performance within the framework of prudent risk
management. This approach has been incorporated in the Compensation Policy, the key
elements of which are given below.
o Effective governance of compensation: The BGRNC has oversight over
compensation. The Committee defines Key Performance Indicators (KPIs) for WTDs and
equivalent positions and the organisational performance norms for variable pay based on
the financial and strategic plan approved by the Board. The KPIs include both quantitative
and qualitative aspects defined with sub parameters. The BGRNC assesses organisational
performance and based on its assessment, it makes recommendations to the Board regarding
compensation for WTDs, senior management and equivalent positions and variable pay for
employees, including senior management and key management personnel.
• Alignment of compensation philosophy with prudent risk taking:
The Bank seeks to achieve a prudent mix of fixed and variable pay, with a higher
proportion of variable pay at senior levels and no guaranteed bonuses. Compensation is
sought to be aligned to both financial and non- financial indicators of performance
including aspects like risk management, other assurance areas and customer service. The
Bank's employee stock option scheme aims at aligning compensation to long-term performance
through stock option grants that vest over a period of time. Compensation of staff in
audit, compliance and risk control functions is independent of the business areas they
oversee and depends on their performance assessment.
• Changes, if any, made by the remuneration committee in the
firm's remuneration policy during the past year, and if so, an overview of any changes
that were made
During the year ended March 31,2022, the Bank's Compensation Policy was
reviewed and amended by the BGRNC and Board on April 21, 2021 to align with the revised
RBI circular on 'Guidelines on Compensation of Whole Time Directors/ Chief Executive
Officers/Material Risk Takers and Control Function staff' dated November 4, 2019.
The policy was amended through BGRNC resolution dated July 12, 2021
which was approved by the Board at its meeting held on July 15, 2021 in order to align the
rules of deferred cash bonus payment, incase of demise or permanent disability of an
employee, with the Employee Stock Option Scheme and also to align the policy with the RBI
Circular dated April 26, 2021 on 'Corporate Governance in Banks - Appointment of Directors
and Constitution of Committees of the Board'.
• Process followed by the Bank to ensure that the risk and
compliance employees are remunerated independently of the businesses they oversee
The compensation of staff engaged in control functions like Audit, Risk
and Compliance depends on their performance, which is based on achievement of the key
goals of their respective functions. They are not assessed on business targets.
c) Ways in which current and future risks are taken into account in the
remuneration processes.
• Key risks that the Bank takes into account when implementing
remuneration measures
The Board approves the Enterprise Risk Management framework for the
Bank. The business activities of the Bank are undertaken within this framework. The risk
framework includes the Bank's risk appetite and the limits framework. The Bank's KPIs
which are applicable to WTDs & equivalent positions as well as employees (excluding
control functions), incorporate relevant risk management related aspects. For example, in
addition to performance indicators in areas such as risk calibrated core operating profit
(profit before provisions and tax excluding treasury income), performance indicators
include aspects such as asset quality. The BGRNC takes into consideration all the above
aspects while assessing organisational and individual performance and making
compensation-related recommendations to the Board.
• Nature and type of key measures used to take account of these
risks, including risk difficult to measure
The annual Key Performance Indicators and performance evaluation
incorporate both qualitative and quantitative aspects including, asset quality and
provisioning, risk management framework, stakeholder relationships, customer service and
leadership development.
• Ways in which these measures affect remuneration
Every year, the financial plan/targets are formulated in conjunction
with a risk framework with limit structures for various areas of risk/lines of business,
within which the Bank operates. To ensure effective alignment of compensation with prudent
risk taking, the BGRNC takes into account adherence to the risk framework in conjunction
with which the financial plan/targets have been formulated. The Bank's KPIs which are
applicable to WTDs and equivalent positions as well as employees (excluding control
functions), incorporate relevant risk management related aspects. For example, in addition
to risk calibrated core operating profit, performance indicators also include aspects such
as asset quality. The BGRNC takes into consideration all the above aspects while assessing
organisational performance and making compensation-related recommendations to the Board.
• The nature and type of these measures that have changed over the
past year and reasons for the changes, as well as the impact of changes on remuneration.
The nature and type of these measures have not changed over the past
year and hence, there is no impact on remuneration.
d) Ways in which the Bank seeks to link performance during a
performance measurement period with levels of remuneration
• Main performance metrics for Bank, top level business lines and
individuals
The main performance metrics include risk calibrated core operating
profit (profit before provisions and tax, excluding treasury income), asset quality
metrics (such as provisions in absolute terms and as a percentage of core operating
profit), regulatory compliance, risk management processes, stakeholder relationships,
customer service and leadership development.
• Methodology followed whereby individual remuneration is linked
to the Bank-wide and individual performance
The BGRNC takes into consideration above mentioned aspects while
assessing performance and making compensation-related recommendations to the Board
regarding the performance assessment of WTDs and equivalent positions.
• The measures that the Bank will in general implement to adjust
remuneration in the event that performance metrics are weak, including the Bank's criteria
for determining 'weak' performance metrics
The Bank's Compensation Policy outlines the measures the Bank will
implement in the event of a reasonable evidence of deterioration in financial performance.
Should such an event occur in the manner outlined in the policy, the BGRNC may decide to
apply malus/clawback on none, part or all of the relevant variable compensation.
e) Ways in which the Bank seeks to adjust remuneration to take account
of the longer term performance
• The Bank's policy on deferral and vesting of variable
remuneration and, if the fraction of variable remuneration that is deferred differs across
employees or groups of employees, a description of the factors that determine the fraction
and their relative importance
The variable compensation is in the form of share-linked instruments
(including stock options) or cash or a mix of cash and share- linked instruments
(including stock options). The quantum of variable pay for an employee does not exceed a
certain percentage (as stipulated in the compensation policy) of the total fixed pay in a
year. The proportion of variable pay to total compensation is higher at senior levels and
lower at junior levels. At least 50% of the compensation is variable for WTDs, CEO and
MRTs as a design. However, they can earn lesser variable pay based on various performance
criteria. For WTDs, CEO and MRTs, a minimum of 60% of the total variable pay is under
deferral arrangement (deferment). Additionally, at least 50% of the cash component of the
variable pay is under deferment. If the cash component is under Rs 2.5 million, the
deferment is not applicable.
• The Bank's policy and criteria for adjusting deferred
remuneration before vesting and (if permitted by national law) after vesting through claw
back arrangements
The deferred portion of variable pay pertaining to the assessment year
or previous year/s (as defined in the policy) is subject to malus, under which the Bank
prevents vesting of all or part or none of the unvested variable pay in the event of the
assessed divergence in the Bank's provisioning for NPAs or in the event of a reasonable
evidence of deterioration in financial performance or in the event of gross misconduct
and/or other acts as mentioned in the policy. In such cases (other than assessed
divergence), variable pay already paid out may also be subjected to clawback arrangements,
as defined in the compensation policy.
f) Different forms of variable remuneration that the Bank utilises and
the rationale for using these different forms
• Forms of variable remuneration offered. A discussion of the use
of different forms of variable remuneration and, if the mix of different forms of variable
remuneration differs across employees or group of employees, a description of the factors
that determine the mix and their relative importance The variable compensation is in the
form of employee stock options or cash or a mix of cash and stock options. The Bank pays
performance linked retention pay (PLRP) to its front-line staff and junior management.
PLRP aims to reward front line and junior managers, mainly on the basis of skill maturity
attained through experience and continuity in role which is a key differentiator for
customer service. The Bank pays performance bonus and stock options to relevant employees
in its middle and senior management. The variable pay payout schedules are sensitive to
the time horizon of risks as defined in the policy.
The Bank ensures higher proportion of variable pay at senior levels and
lower variable pay for front-line staff and junior management levels.
(B) Quantitative disclosures
The following table sets forth, for the period indicated, the details
of quantitative disclosure for remuneration of WTDs (including MD & CEO) and other
Material Risk Takers.
Rs in million, except numbers
| No Particulars |
At March 31, 2021 |
At March 31, 2022 |
| 1 Number of meetings held by the BGRNC during the financial
year |
6 |
4 |
| Remuneration paid to its members during the financial year
(sitting fees) (amount in million) |
1.2 |
0.8 |
| 2 Number of employees having received a variable remuneration
award during the financial year1 |
49 |
50 |
| 3 Number and total amount of sign-on/joining bonus made
during the financial year |
- |
- |
| 4 Details of severance pay, in addition to accrued benefits,
if any |
- |
- |
| 5 Breakdown of amount of remuneration awards for the
financial year |
|
|
| Fixed2 (amount in million) |
1041.0 |
1216.3 |
| Variable3 (amount in million) |
165.3 |
426.1 |
| - Deferred (amount in million) |
- |
211.1 |
| - Non-deferred (amount in million) |
165.3 |
215.0 |
| Share-linked instruments3 (nos) |
9,127,500 |
5,977,650 |
| - Deferred (nos) |
9,127,500 |
5,977,650 |
| - Non-deferred (nos) |
- |
- |
| 6 Total amount of deferred remuneration paid out during the
year |
|
|
| Bonus (amount in million) |
- |
- |
| Share-linked instruments4 (nos) |
9,370,230 |
9,529,100 |
| 7 Total amount of outstanding deferred remuneration |
|
|
| Cash (amount in million) |
NA |
211.1 |
| Shares (nos.) |
- |
- |
| Shares-linked instruments5 (nos) |
19,889,730 |
16,098,240 |
| Other |
- |
- |
| 8 Total amount of outstanding deferred remuneration and
retained remuneration exposed to ex-post explicit and/or implicit adjustments |
|
|
| Bonus |
- |
211.1 |
| Shares-linked instruments (nos.) |
9,127,500 |
1,21,87,480 |
| 9 Total amount of reductions during the financial year due to
ex-post explicit adjustments6 |
NA |
NA |
| 10 Total amount of reductions during the financial year due
to ex-post implicit adjustments |
NA |
NA |
| 11 Number of MRTs identified |
47 |
48 |
| 12 Number of cases where malus has been exercised |
- |
- |
| Number of cases where clawback has been exercised6 |
- |
- |
| Number of cases where malus and clawback have been exercised |
- |
- |
| 13 The mean pay for the bank as a whole (excluding sub-staff)
and the deviation of the pay of each of its WTDs from the mean pay. |
|
|
| Mean pay of the bank7 |
704,035 |
755,429 |
| Deviation- MD & CEO8 |
3,455,855 |
59,094,291 |
| Deviation- WTD18 |
50,085,768 |
54,049,788 |
| Deviation- WTD28 |
47,547,650 |
54,788,776 |
| Deviation- WTD38 |
46,536,300 |
51,573,500 |
1 Includes MD & CEO, WTDs and other MRTs based on the revised
criteria given by RBI in its guideline dated November 4, 2019. Also includes WTDs
transferred to group companies and who were paid bonus or stock options granted/vested
during the year. Variable remuneration includes cash bonus and stock options based on the
revised criteria given by RBI in its guideline dated November 4, 2019 that are
paid/granted/vested during the year
2 Fixed pay includes basic salary, supplementary allowances,
superannuation, contribution to provident fund, gratuity fund and value of perquisites.
The value of perquisite is calculated as cost to the Bank. The salaries for separated MRTs
have been considered for the period they were in service with the Bank.
3 Variable and share-linked instruments represent amounts/options
awarded for the year ended March 31, 2020 & March 31, 2021 as per RBI approvals
wherever applicable
4 Includes options of WTDs who were transferred to group companies.
5 Includes outstanding options of WTDs who were transferred to group
companies.
6 Excludes Rs 74.1 million variable pay to the former MD & CEO for
past years which has been directed for claw-back in respect of which the Bank has filed a
recovery suit against the former MD & CEO.
7 Mean pay is computed on annualised fixed pay that includes basic
salary, supplementary allowances, superannuation, contribution to provident fund, gratuity
fund and value of perquisites. The value of perquisite is calculated as cost to the Bank.
8 For FY2021 - MD & CEO voluntarily relinquished his fixed
compensation of basic, supplementary allowances and retirals and was paid honorarium fee
of '1/-. Material Risk Takers of the Bank including Executive Directors voluntarily opted
for a 10% salary reduction effective May 1, 2020 in the basic salary, retirals and
supplementary allowances. For FY2022 - the remuneration paid/approved in FY2021 has been
considered for MD & CEO and WTDs.
Disclosures required with respect to Section 197(12) of the Companies
Act, 2013
The ratio of the remuneration of each director to the median employee's
remuneration and such other details in terms of Section 197(12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and as amended from time to time.
(i) The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year;
| Sandeep Bakhshi, Managing Director & CEO |
109:1 |
|
| Vishakha Mulye, Executive Director |
95:1 |
Refer Note 1 |
| Anup Bagchi, Executive Director |
95:1 |
|
| Sandeep Batra, Executive Director |
95:1 |
|
| Girish Chandra Chaturvedi, Independent Director |
11.42:1 |
|
| Hari L. Mundra, Independent Director |
10.29:1 |
|
| S. Madhavan, Independent Director |
11.23:1 |
|
| Neelam Dhawan, Independent Director |
6.83:1 |
|
| Radhakrishnan Nair, Independent Director |
9.73:1 |
Refer Note 2 |
| Rama Bijapurkar, * Independent Director |
5.75:1 |
|
| B. Sriram, Independent Director |
10.95:1 |
|
| Uday Chitale, Independent Director |
9.83:1 |
|
| Vibha Paul Rishi,^ Independent Director |
0.99:1 |
|
* Director upto January 22, 2022 ^Director with effect from January 23,
2022
(ii) The percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the
financial year;
The percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Officer and Company Secretary ranges as below:
| Sandeep Bakhshi, Managing Director & CEO |
10% |
|
| Vishakha Mulye, Executive Director |
10% |
Refer Note 1 |
| Anup Bagchi, Executive Director |
10% |
|
| Sandeep Batra, Executive Director |
10% |
|
| Rakesh Jha, Group Chief Financial Officer |
5% |
- |
| Ranganath Athreya, Company Secretary |
6% |
- |
(iii) The percentage increase in the median remuneration of employees
in the financial year;
The percentage increase in the median remuneration of employees in the
financial year was around 11%.
(iv) The number of permanent employees on the rolls of Company;
The number of employees, as mentioned in the section on 'Management's
Discussion & Analysis' is 105,844. Out of this, the employees on permanent rolls of
the Company is 103,010 including employees in overseas locations.
(v) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration;
The average percentage increase made in the salaries of total employees
other than the Key Managerial Personnel for FY2022 was around 11%, while the average
increase in the remuneration of the Key Managerial Personnel was in the range of 5%-10%.
(vi) Affirmation that the remuneration is as per the remuneration
policy of the Company.
Yes
Notes:
1 Prior approval of the RBI is required for payout of any incremental
revision in remuneration of MD & CEO and Wholetime Directors under the Banking
Regulation Act, 1949. RBI approval for revision in fixed remuneration for FY2022 was
received by the Bank on May 10, 2022 i.e. after year ended March 31, 2022. In its final
approval in May 2022, RBI approved a fixed component payout which was higher than the
quantum previously approved by the Members for FY2022 as per the resolution approved at
the AGM held on August 20, 2021. Additionally, the variable payout of stock options and
performance bonus was reduced for FY2021. Hence fresh approval of the Members is sought to
be obtained at the ensuing Annual General Meeting for payment of revised fixed
remuneration for FY2022 as approved by the Board and thereafter by RBI.
The ratio of the fixed remuneration as stated in point (i) is
calculated based on FY2021 approved remuneration paid in FY 2022. The ratio is calculated
based on fixed remuneration that was actually paid out which would stand augmented in
accordance with the subsequent RBI approval received post year end which is subject to
approval by shareholders at the ensuing AGM.
The percentage increase in remuneration as stated in point (ii) above
is the percentage increase in fixed remuneration as approved by the Board and RBI for
FY2022 which is subject to approval by shareholders at the ensuing AGM.
2 The Independent Directors of the Bank including Chairman receive
sitting fees for attending each Meeting of the Committee/Board as approved by the Board.
The Chairman receives remuneration of Rs 3,500,000 per annum as approved by the Members
and RBI. The Independent Directors other than Chairman receive fixed remuneration of Rs
2,000,000 per annum as approved by the Members with effect from April 1, 2021.
The ratio of remuneration is calculated after considering sitting fees
and remuneration paid during FY2022.
IV. Corporate Social Responsibility Committee Terms of Reference
The functions of the Committee include review of corporate social
responsibility (CSR) initiatives undertaken by the ICICI Group and the ICICI Foundation
for Inclusive Growth, formulation and recommendation to the Board of a CSR Policy
indicating the activities to be undertaken by the Company and recommendation of the amount
of expenditure to be incurred on such activities, identifying the focus, from among the
themes specified in Schedule VII of the Companies Act, 2013, for initiatives to be
undertaken by the Bank, reviewing and recommending the annual CSR plan to the Board with
details of projects and schedule of implementation, making recommendations to the Board
with respect to the CSR initiatives, policies and practices of the ICICI Group, monitoring
the CSR activities, implementation and compliance with the CSR Policy, reviewing the
submissions to be made to the Board with respect to implementation of the annual CSR
action plan including the disbursement of funds for the purposes and manner as approved,
implementation of on-going projects as per approved timelines and year-wise allocation of
funds, any modifications to be suggested to ongoing projects, earmarking unspent CSR
amount, if any, in subsequent periods as prescribed in the Act and suggest deployment of
any amount spent in excess of the requirement for set-off in subsequent years, reviewing
impact assessment of projects, and reviewing and implementing, if required, any other
matter related to CSR initiatives as recommended/ suggested by RBI or any other body.
Composition
There were four Meetings of the Committee during the year - April 20,
2021, May 26, 2021, October 7, 2021 and January 11,2022. The details of the composition of
the Committee and attendance at its Meetings held during the year are set out in the
following table:
| Name of Member |
Number of meetings attended |
| Girish Chandra Chaturvedi, Chairman (Member and Chairman
w.e.f. October 1, 2021) |
2/2 |
| Radhakrishnan Nair (Chairman upto September 30, 2021) |
4/4 |
| Anup Bagchi |
4/4 |
| Rama Bijapurkar (upto January 22, 2022) |
4/4 |
| Uday Chitale |
4/4 |
| Vibha Paul Rishi (w.e.f. January 23, 2022) |
- |
Details about the policy developed and implemented by the Company on
corporate social responsibility (CSR) initiatives taken during the year
ICICI Bank has a long-standing commitment towards socio-economic
development. The Bank's CSR activities are focused in the areas of skill development for
sustainable livelihoods, social and environmental projects, rural development and related
activities including financial inclusion and financial literacy, and other activities as
may be required towards fulfilling the CSR objectives. The activities are largely
implemented either directly or through the ICICI Foundation for Inclusive Growth.
The CSR policy was revised in April 2021 and the revisions in the CSR
Policy were largely to reflect the Companies (Corporate Social Responsibility Policy)
Amendment Rules, 2021, and included changes to the operating framework, disclosure
requirements and principles for selection of CSR projects.
The web-link to the Bank's revised CSR Policy is:
https://www.icicibank.com/managed-assets/docs/ about-us/ICICI-Bank-CSR-Policy.pdf
The Annual Report on the Bank's CSR activities is annexed herewith as
Annexure C.
V. Credit Committee Terms of Reference
The functions of the Committee include review of developments in key
industrial sectors, major credit portfolios and approval of credit proposals as per the
authorisation approved by the Board.
Composition
There were twenty-four Meetings of the Committee during the year -
April 19, May 14, May 27, June 9, June 18, June 29, July 9, July 21, August 6, August 27,
September 9, September 21, September 30, October 13, October 25, November 17, December 8
and December 15 in 2021 and January 12, January 20, February 11, February 24, March 21 and
March 31 in 2022. The details of the composition of the Committee and attendance at its
Meetings held during the year are set out in the following table:
| Name of Member |
Number of meetings attended |
| Sandeep Bakhshi, Chairman |
23/24 |
| Hari L. Mundra1 |
22/24 |
| Vishakha Mulye |
24/24 |
| B. Sriram |
24/24 |
1 chaired the meeting held on April 19, 2021 in the absence of Sandeep
Bakhshi
The Board at its Meeting on April 23, 2022 reconstituted the Committee
pursuant to which Vishakha Mulye, Executive Director ceased to be a Member of the
Committee with effect from April 24, 2022 and Anup Bagchi, Executive Director has been
inducted as a Member of the Committee with effect from April 24, 2022.
VI. Customer Service Committee Terms of Reference
The functions of this Committee include review of customer service
initiatives, overseeing the functioning of the Standing Committee on Customer Service
(Customer Service Council) and evolving innovative measures for enhancing the quality of
customer service and improvement in the overall satisfaction level of customers.
Composition
There were four Meetings of the Committee during the year - May 12,
2021, August 19, 2021, November 23, 2021 and February 16, 2022. The details of the
composition of the Committee and attendance at its Meetings held during the year are set
out in the following table:
| Name of Member |
Number of meetings attended |
| Vibha Paul Rishi, Chairperson (Member and Chairperson w.e.f.
January 23, 2022) |
1/1 |
| Rama Bijapurkar (Member and Chairperson upto January 22,
2022) |
3/3 |
| Hari L. Mundra |
4/4 |
| Sandeep Bakhshi |
4/4 |
| Anup Bagchi |
3/4 |
VII. Fraud Monitoring Committee Terms of Reference
The Committee monitors and reviews all the frauds involving an amount
of Rs 10.0 million and above with the objective of identifying the systemic lacunae, if
any, that facilitated perpetration of the fraud and put in place measures to rectify the
same. The functions of this Committee include identifying the reasons for delay in
detection, if any, and reporting to top management of the Bank and RBI on the same. The
progress of investigation and recovery position is also monitored by the Committee. The
Committee also ensures that staff accountability is examined at all levels in all the
cases of frauds and action, if required, is completed quickly without loss of time. The
role of the Committee is also to review the efficacy of the remedial action taken to
prevent recurrence of frauds, such as strengthening of internal controls.
Composition
There were four Meetings of the Committee during the year - April 14,
2021, July 15, 2021, October 11, 2021 and January 11, 2022. The details of the composition
of the Committee and attendance at its Meetings held during the year are set out in the
following table:
| Name of Member |
Number of meetings attended |
| Radhakrishnan Nair, Chairman (Chairman w.e.f. October 1,2021) |
3/4 |
| S. Madhavan (Chairman upto September 30, 2021) |
4/4 |
| Neelam Dhawan |
4/4 |
| Anup Bagchi |
4/4 |
| Sandeep Bakhshi |
3/4 |
VIII. Information Technology Strategy Committee Terms of Reference
The functions of the Committee are to approve strategy for Information
Technology (IT) and policy documents, ensure that IT strategy is aligned with business
strategy, review IT risks, ensure proper balance of IT investments for sustaining the
Bank's growth, oversee the aggregate funding of IT at Bank- level, ascertain if the
management has resources to ensure the proper management of IT risks, review contribution
of IT to business, oversee the activities of Digital Council, review technology from a
future readiness perspective, overseeing key projects progress & critical IT systems
performance, review of special IT initiatives, review cyber risk, consider the RBI
inspection report/directives received from time to time by the Bank in the areas of
information technology and cyber security and to review the compliance of various
actionables arising out of such reports/directives as may be deemed necessary from time to
time.
Composition
There were five Meetings of the Committee during the year - April 20,
2021, June 29, 2021 (held jointly with Risk Committee), July 22, 2021, October 21,2021 and
January 19, 2022.The details of the composition of the Committee and attendance at its
Meetings held during the year are set out in the following table:
| Name of Member |
Number of meetings attended |
| B. Sriram, Chairman |
5/5 |
| Neelam Dhawan |
5/5 |
| Anup Bagchi |
5/5 |
| Sandeep Batra |
5/5 |
IX. Risk Committee Terms of Reference
The functions of the Committee are to review ICICI Bank's risk
management policies pertaining to credit, market, liquidity, operational, outsourcing,
reputation risks, business continuity plan and disaster recovery plan and approve Broker
Empanelment Policy and any amendments thereto. The functions of the Committee also include
setting limits on any industry or country, review of the Enterprise Risk Management (ERM)
framework, Risk Appetite for the Bank, stress testing framework, Internal
Capital Adequacy Assessment Process (ICAAP) and framework for capital
allocation; review of the Basel framework, risk dashboard covering various risks,
outsourcing activities and the activities of the Asset Liability Management Committee. The
Committee has oversight on risks of subsidiaries covered under the Group Risk Management
Framework. The Committee also carries out Cyber Security risk assessment. The appointment,
removal and terms of remuneration of the Chief Risk Officer is subject to review by the
Committee. The Committee keeps the Board of Directors informed about the nature and
content of its discussions, recommendations and actions to be taken. The Committee
coordinates its activities with other committees, in instances where there is any overlap
with activities of such committees, as per the framework laid down by the Board of
Directors.
Composition
There were thirteen Meetings of the Committee during the year April 23,
June 17, June 29 (held jointly with information Technology Strategy Committee), June 30
(held jointly with Audit Committee), July 9, July 23, September 20, October 22, October 27
(held jointly with Audit Committee) and December 14 in 2021 and January 21, February 15
and March 25 in 2022.
The details of the composition of the Committee and attendance at its
Meetings held during the year are set out in the following table:
| Name of Member |
Number of meetings attended |
| S. Madhavan, Chairman (Chairman w.e.f. October 1,2021) |
13/13 |
| Girish Chandra Chaturvedi (Chairman upto September 30, 2021) |
13/13 |
| Sandeep Batra |
13/13 |
X. Stakeholders Relationship Committee Terms of Reference
The functions of the Committee include approval and rejection of
transmission of shares, bonds, debentures, issue of duplicate certificates, allotment of
securities from time to time, redressal and resolution of grievances of security holders,
delegation of authority for opening and operation of bank accounts for payment of
interest/dividend.
Composition
There were five Meetings of the Committee during the year - April 23,
July 23 and October 21 in 2021 and January 21 and February 17 in 2022. The details of the
composition of the Committee and attendance at its Meetings held during the year are set
out in the following table:
| Name of Member |
Number of meetings attended |
| Hari L. Mundra, Chairman |
4/5 |
| Uday Chitale |
5/5 |
| Anup Bagchi |
5/5 |
The quorum of the Board Committees was increased from at least two
members to at least three members with effect from June 30, 2019, to transact business at
any Board Committee meeting and in case where the Committee comprises of two members only
or where two members are participating, then any Independent Director may attend the
meeting to fulfil the requirement of three members. Accordingly, Radhakrishnan Nair
attended and chaired the Committee meeting held on January 21,2022 in place of Hari L.
Mundra who was granted leave of absence.
Ranganath Athreya, Company Secretary of the Bank acts as the Compliance
Officer in accordance with the requirements of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015. 180 investor
complaints received in fiscal 2022 were processed. At March 31,2022, no
complaints were pending.
XI. Review Committee for Identification of Wilful Defaulters/Non
Co-operative Borrowers
Terms of Reference
The function of the Committee is to review the order of the Committee
for identification of wilful defaulters/ non co-operative borrowers (a Committee
comprising wholetime Directors and senior executives of the Bank to examine the facts and
record the fact of the borrower being a wilful defaulter/non co-operative borrower) and
confirm the same for the order to be considered final.
Composition
The Managing Director & CEO is the Chairman of this Committee and
any two independent Directors comprise the remaining members. Two Meetings of the
Committee were held during the year. The Meetings held on November 18, 2021 and January
11, 2022 were attended by Sandeep Bakhshi, Uday Chitale and Radhakrishnan Nair.
XII. Separate Meeting of Independent Directors
During the year, the Independent Directors met on April 24, 2021 inter
alia to review the matters statutorily prescribed under the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
XIII. Other Committees
In addition to the above, the Board has from time to time constituted
various committees, namely, Committee of Executive Directors, Executive Investment
Committee, Asset Liability Management Committee, Committee for Identification of Wilful
Defaulters/Non Co-operative Borrowers, Committee of Senior Management (comprising certain
wholetime Directors and Executives) and Committee of Executives, Compliance Committee,
Process Approval Committee, Regional Committees for India and overseas operations,
Outsourcing Committee, Operational Risk Management Committee, Vigilance Committee and
other Committees (all comprising Executives). These committees are responsible for
specific operational areas like asset liability management, approval/renewal of credit
proposals, approval of products and processes and management of operational risk, under
authorisation/supervision of the Board and its Committees.
XIV. General Body Meetings
The details of General Body Meetings held in the last three years are
given below:
| General Body Meeting |
Day, Date |
Time |
Venue |
| Twenty-Seventh Annual General Meeting |
Friday, August 20, 2021 |
3:00 p.m. |
Meeting held through Video Conferencing/Other Audio Visual
Means |
| Twenty-Sixth Annual General Meeting |
Friday, August 14, 2020 |
3:30 p.m |
Meeting held through Video Conferencing/Other Audio Visual
Means |
| Twenty-Fifth Annual General Meeting |
Friday, August 9, 2019 |
11:45 a.m. |
Professor Chandravadan Mehta Auditorium, General Education
Centre, Opposite D. N. Hall Ground, The Maharaja Sayajirao University, Pratapgunj,
Vadodara 390 002 |
No Special Resolution was passed at the Twenty-Seventh Annual General
Meeting held on Friday, August 20, 2021.
The details of the Special Resolutions passed in the Annual General
Meetings held in the year 2020 and 2019 are given below:
| General Body Meeting |
Day, Date |
Resolutions |
| Twenty-Sixth Annual General Meeting |
Friday, August 14, 2020 |
• Re-appointment of Girish Chandra Chaturvedi
(DIN:00110996) as an Independent Director of the Bank |
|
|
• Shifting the Registered Office of the Bank from the
State of Gujarat to the State of Maharashtra and consequent amendment to the Memorandum of
Association of the Bank |
| Twenty-Fifth Annual General Meeting |
Friday, August 9, 2019 |
• Alterations to Memorandum of Association |
|
|
• Adoption of revised Articles of Association |
Postal Ballot
Resolutions were passed through postal ballot during fiscal 2022 vide
Postal Ballot Notice dated February 18, 2022 pursuant to the provisions of Section 110 and
other applicable provisions of the Companies Act, 2013.
In accordance with the General Circulars issued by the Ministry of
Corporate Affairs, Government of India in relation to "Clarification on passing of
ordinary and special resolutions by companies under the Companies Act, 2013 and the rules
made thereunder on account of the threat posed by Covid-19", the approval of the
Members of the Bank was obtained through Postal Ballot only through the remote e-voting
process.
The Board of Directors of the Company, appointed Mr. Alwyn D'souza of
Alwyn D'souza & Co., Practicing Company Secretaries or failing him Mr. Jay D'Souza of
Jay D'Souza & Co., Practicing Company Secretaries, as the Scrutinizer for conducting
the Postal Ballot e-voting process in a fair and transparent manner.
The scrutinizer submitted his report dated March 28, 2022. The results
were declared on March 28, 2022 and communicated to the stock exchanges and displayed on
the Bank's website at www.icicibank.com. The resolutions were passed with requisite
majority on March 27, 2022 (the last date for remote e-voting). The details of the voting
pattern are given below:
| Resolutions |
Number of votes polled |
% of votes Polled on outstanding shares |
Number of votes cast in favour of the
Resolution |
Number of votes cast against the Resolution |
% of votes in favour on votes polled |
% of votes against on votes polled |
| Appointment of Vibha Paul Rishi as an Independent Director
(Special Resolution) |
5,863,994,671 |
84.42 |
5,773,169,112 |
90,825,559 |
98.451 |
1.549 |
| Material Related Party Transactions for current account
deposits (Ordinary Resolution) |
5,668,080,368 |
81.60 |
5,667,771,841 |
308,527 |
99.995 |
0.005 |
| Material Related Party Transactions for subscribing to
securities issued by Related Parties and purchase of securities from Related Parties
(Ordinary Resolution) |
5,668,073,237 |
81.60 |
5,667,349,379 |
723,858 |
99.987 |
0.013 |
| Material Related Party Transactions for sale of securities to
Related Parties (Ordinary Resolution) |
5,667,069,982 |
81.58 |
5,666,352,688 |
717,294 |
99.987 |
0.013 |
| Material Related Party Transactions for fund based or
non-fund based credit facilities (Ordinary Resolution) |
5,668,065,509 |
81.60 |
5,667,727,952 |
337,557 |
99.994 |
0.006 |
| Material Related Party Transactions for undertaking
repurchase (repo) transactions and other permitted short-term borrowing transactions
(Ordinary Resolution) |
5,668,066,697 |
81.60 |
5,667,734,815 |
331,882 |
99.994 |
0.006 |
| Material Related Party Transactions of reverse repurchase
(reverse repo) and other permitted short-term lending transactions (Ordinary Resolution) |
5,668,066,856 |
81.60 |
5,667,733,133 |
333,723 |
99.994 |
0.006 |
| Material Related Party Transactions for availing manpower
services for certain functions/ activities of the Bank from Related Party (Ordinary
Resolution) |
5,668,072,302 |
81.60 |
5,667,336,729 |
735,573 |
99.987 |
0.013 |
At present, no special resolution is proposed to be passed through
postal ballot.
XV. Disclosures
1. There are no materially significant transactions with related
parties i.e., directors, management, subsidiaries, or relatives conflicting with the
Bank's interests. The Bank has no promoter.
2. Penalties or strictures imposed on the Bank by any of the stock
exchanges, the Securities & Exchange Board of India (SEBI) or any other statutory
authority, for any non-compliance on any matter relating to capital markets, during the
last three years, detailed as hereunder:
i. SEBI issued an Adjudication Order on September 12, 2019, imposing a
penalty of Rs 500,000 each (totalling to Rs 1.0 million) under Section 15HB of the
Securities and Exchange Board of India Act, 1992 and Section 23E of the Securities
Contracts (Regulation) Act, 1956 on the Bank for delayed disclosure of an agreement made
on May 18, 2010 relating to merger of erstwhile Bank of Rajasthan with the Bank. The Bank
had filed an appeal against SEBI's Order with the Securities Appellate Tribunal (SAT) and
SAT vide its order converted the monetary penalty imposed on the Bank to warning.
Subsequently, SEBI had filed an appeal with the Supreme Court of India
("Supreme Court") against the SAT order pertaining to the Bank. Separately, the
Bank had also filed an appeal with the Supreme Court against the SAT order. The matter was
heard by the Supreme Court wherein the Supreme Court directed an interim stay on the
operation of the SAT orders. The Bank subsequently filed counter affidavit before the
Supreme Court. To bring closure to the matter, the Bank filed the settlement application
on January 6, 2021, under SEBI (Settlement Proceedings) Regulations, 2018 pursuant to
which the Bank has paid the settlement amount to SEBI. The Bank filed the applications
seeking for disposal of the civil appeal matters pending before the Supreme Court which
were heard on January 4, 2022 and Supreme Court vide its order dated January 4, 2022
disposed off all the appeals in view of the settlement between the parties. SEBI vide
their email dated May 12, 2022 has communicated that in view of the Order of the Hon'ble
Supreme Court, the matter stands settled in respect of the appeals as mentioned in the
said order.
ii. The Reserve Bank of India, by an order dated May 3, 2021, imposed a
monetary penalty of Rs 30.0 million on the Bank. This penalty was imposed under the
provisions of Section 47A (1)(c) read with Section 46(4)(I) of the Banking Regulation Act,
1949 for shifting certain investments from HTM category to AFS category in May 2017. The
Bank had transferred two separate categories of securities on two different dates from HTM
to AFS in April and May of 2017, which it believed was permissible as per Master Circular
on Prudential Norms for Classification, Valuation and Operation of Investment Portfolio by
Banks dated July 1,2015. RBI has held that the shifting of securities the second time in
May 2017 without explicit permission was in contravention of RBI directions.
iii. The Reserve Bank of India (RBI) by an order dated December 13,
2021 (received by the ICICI Bank on December 15, 2021) imposed a monetary penalty of Rs
3.0 million on the ICICI Bank (Bank) under the provisions of Section 46(4)(i) read with
Section 47A(1) of the Banking Regulation Act, 1949 for non-compliance with certain
directions issued by RBI on 'Levy of Penal charges on nonmaintenance of minimum balance in
savings bank accounts' dated November 20, 2014. The Bank was levying charge of Rs 100/-
plus a percentage of shortfall between the minimum average balance (MAB) required to be
maintained and actual balance maintained in the saving account as agreed upon at the time
of account opening. RBI has held that levy of charges for non-maintenance of MAB were not
directly proportionate to the extent of the shortfall observed in the required MAB and
actual balance maintained. The Bank has taken steps to align the charge levied for
nonmaintenance of MAB with the above direction of RBI effective from November 2021.
3. In terms of the Whistle Blower Policy of the Bank, no employee of
the Bank has been denied access to the Audit Committee.
4. Being a banking company, the disclosures relating to deposits as
required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014, read with
Sections 73 and 74 of the Companies Act, 2013, are not applicable to the Bank.
5. There is no application or proceeding pending against the Bank under
the Insolvency and Bankruptcy Code, 2016 during the year under review.
6. There was no instance of one-time settlement with any other Bank or
financial institution during the year under review.
XVI.Means of Communication
It is ICICI Bank's belief that all stakeholders should have access to
information regarding its position to enable them to accurately assess its future
potential. ICICI Bank disseminates information on its operations and initiatives on a
regular basis. ICICI Bank's website (www.icicibank.com) serves as a key awareness facility
for all its stakeholders, allowing them to access information at their convenience. It
provides comprehensive information on ICICI Bank's strategy, financial performance,
operational performance and the latest press releases.
ICICI Bank's investor relations personnel respond to specific queries
and play a proactive role in disseminating information to both analysts and investors. In
accordance with SEBI and Securities Exchange Commission (SEC) guidelines, all information
which could have a material bearing on ICICI Bank's share price is released through
leading domestic and global wire agencies. The information is also disseminated to the
National Stock Exchange of India Limited (NSE), BSE Limited (BSE), New York Stock Exchange
(NYSE), Securities Exchange Commission (SEC), Singapore Stock Exchange, Japan Securities
Dealers Association and SIX Swiss Exchange Ltd. from time to time.
The financial and other information and the various compliances as
required/prescribed under the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are filed electronically with NSE/ BSE and
are also available on their respective websites in addition to the Bank's website.
ICICI Bank's quarterly financial results are published in Business
Standard or Financial Express and Vadodara Samachar or The Indian Express (Vadodara
edition). The financial results, official news releases, analyst call transcripts and
presentations are also available on the Bank's website.
The Management's Discussion & Analysis forms part of the Annual
Report.
General Shareholder Information
| Annual General Meeting |
Day, Date |
Time |
| Twenty-Eighth Annual General Meeting through Video
Conferencing/Other Audio Visual Means |
Tuesday, August 30, 2022 |
3:00 p.m. |
Financial Year: April 1,2021 to March 31, 2022 Record Date: August 10,
2022
Dividend Payment Date: Will be paid/despatched on or after September 1,
2022
Listing of equity shares/ADSs/Bonds on Stock Exchanges
| Stock Exchange |
Code for ICICI Bank |
| BSE Limited (BSE) (Equity) Phiroze Jeejeebhoy Towers Dalal
Street, Mumbai 400 001 |
532174 & 6321741 |
| National Stock Exchange of India Limited (NSE) (Equity)
Exchange Plaza, Bandra-Kurla Complex Bandra (East), Mumbai 400 051 |
ICICIBANK |
| New York Stock Exchange (ADSs)2 11, Wall Street,
New York, NY 10005 United States of America |
IBN |
1 FII segment of BSE.
2 Each ADS of ICICI Bank represents two underlying equity shares.
The bonds issued in domestic market comprised privately placed bonds as
well bonds issued via public issues which are listed on BSE/NSE.
ICICI Bank has paid annual listing fees for the relevant periods to BSE
and NSE where its equity shares/ bonds are listed and NYSE where its ADSs are listed.
Listing of other securities
The bonds issued overseas are issued either in public or private
placement format. The listed bonds are traded on Singapore Exchange Securities Trading
Limited, 2 Shenton Way, #02-02, SGX Centre 1, Singapore 068804 or India International
Exchange (IFSC) Limited (India INX), 1st Floor, Unit No. 101, The Signature,
Building No. 13B, Road 1C, Zone 1, GIFT SEZ, GIFT City, Gandhinagar, Gujarat 382355 or SIX
Swiss Exchange Ltd, P.O. Box 1758, CH-8021 Zurich, Switzerland.
Market Price Information
The reported high and low closing prices and volume of equity shares of
ICICI Bank traded during fiscal 2022 on BSE and NSE are set out in the following table:
| Month |
BSE |
NSE |
Total Volume on |
|
High Rs |
Low Rs |
Volume |
High Rs |
Low Rs |
Volume |
BSE and NSE |
| April-21 |
621.25 |
538.40 |
23,400,530 |
621.45 |
538.55 |
542,322,720 |
565,723,250 |
| May-21 |
662.20 |
591.55 |
15,025,683 |
662.75 |
591.55 |
332,116,990 |
347,142,673 |
| June-21 |
650.25 |
624.55 |
11,375,527 |
650.30 |
624.70 |
271,263,271 |
282,638,798 |
| July-21 |
687.40 |
630.65 |
12,401,300 |
687.50 |
630.85 |
261,916,202 |
274,317,502 |
| August-21 |
718.85 |
680.40 |
5,626,175 |
719.05 |
680.70 |
253,046,942 |
258,673,117 |
| September-21 |
729.90 |
700.80 |
26,596,031 |
730.00 |
700.85 |
206,095,846 |
232,691,877 |
| October-21 |
841.05 |
690.05 |
17,928,656 |
841.70 |
689.50 |
327,331,220 |
345,259,876 |
| November-21 |
804.45 |
714.30 |
8,345,584 |
803.90 |
714.35 |
295,114,733 |
303,460,317 |
| December-21 |
758.85 |
710.05 |
19,769,454 |
758.65 |
709.55 |
348,365,793 |
368,135,247 |
| January-22 |
824.40 |
764.75 |
9,121,650 |
824.70 |
764.70 |
279,251,169 |
288,372,819 |
| February-22 |
813.80 |
707.25 |
14,498,963 |
813.75 |
707.40 |
288,255,231 |
302,754,194 |
| March-22 |
730.25 |
652.35 |
13,499,122 |
730.90 |
653.75 |
423,463,671 |
436,962,793 |
| Fiscal 2022 |
841.05 |
538.40 |
177,588,675 |
841.70 |
538.55 |
3,828,543,788 |
4,006,132,463 |
The reported high and low closing prices and volume of ADSs of ICICI
Bank traded during fiscal 2022 on the NYSE are given below:
| Month |
High (USD) |
Low (USD) |
Number of ADS traded |
| April-21 |
16.77 |
14.37 |
182,818,400 |
| May-21 |
18.17 |
15.92 |
119,359,800 |
| June-21 |
17.95 |
16.86 |
92,504,700 |
| July-21 |
18.82 |
17.11 |
110,157,700 |
| August-21 |
19.62 |
18.41 |
118,170,400 |
| September-21 |
19.95 |
18.87 |
94,742,400 |
| October-21 |
21.87 |
18.62 |
155,414,900 |
| November-21 |
21.28 |
18.46 |
189,797,200 |
| December-21 |
20.00 |
18.30 |
239,189,000 |
| January-22 |
22.22 |
20.35 |
193,697,500 |
| February-22 |
21.89 |
19.24 |
181,314,300 |
| March-22 |
19.01 |
16.39 |
378,371,200 |
| Fiscal 2022 |
22.22 |
14.37 |
2,055,537,500 |
The performance of ICICI Bank equity shares relative to the S&P BSE
Sensitive Index (Sensex), S&P BSE Bank Index (Bankex) and NYSE Financial Index during
the period April 1,2021 to March 31,2022 is given in the following chart:
Share Transfer System, Dematerilisation of Shares and Liquidity
As per the SEBI mandate, securities of listed companies can be
transferred/traded only in dematerialised form. In view of this and to eliminate all risks
associated with physical shares and for ease of portfolio management, Members holding
shares in physical form are requested to consider converting their holdings to
dematerialised form.
At March 31, 2022, 1,903,417 Folios comprising of 6,933,447,454 equity
shares forming 99.78% of the share capital are in demat form and 74,764 Folios comprising
of 15,323,921 equity shares forming 0.22% of the share capital are in physical form.
As required under Regulation 40(9) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
a certificate is obtained from a practicing Company Secretary and filed
with BSE and NSE, where the equity shares of ICICI Bank are listed.
In terms of Regulation 76 of the Securities and Exchange Board of India
(Depositories and Participants) Regulations, 2018 and SEBI Circular No.
D&CC/FITTC/CIR-16/2002 dated December 31, 2002, as amended vide Circular No.
CIR/MRD/DP/30/2010 dated September 6, 2010 an audit is conducted on a quarterly basis, for
the purpose of inter alia, reconciliation of the total admitted equity share capital with
the depositories and in the physical form with the total issued/paid up equity share
capital of ICICI Bank. Certificates issued in this regard are placed before the
Stakeholders Relationship Committee and filed with BSE and NSE, where the equity shares of
ICICI Bank are listed.
Registrar and Transfer Agents
The Bank has appointed KFin Technologies Limited, Category I Registrar
& Share Transfer Agent (R & T Agent) under SEBI Registration Number INR000001773
as its R & T Agent for equity shares in place of 3i Infotech Limited with effect from
April 1, 2022. Investor services related queries/requests/grievances for equity shares may
be directed to Ms. C Shobha Anand at the address as under:
KFin Technologies Limited
(formerly known as KFin Technologies Private Limited)
Unit : ICICI Bank Limited
Selenium Building, Tower-B
Plot No. 31 & 32, Financial District
Nanakramguda, Serlingampally
Hyderabad 500 032, Telangana, India
Tel. No.: +91-040-67162222
Fax No.: +91-040-23420814
Toll free No.: 18003094001
E-mail: einward.ris@kfintech.com
Other Service Centers of KFin Technologies Limited, R & T Agent for
equity shareholders:
Mumbai:
KFin Technologies Limited 24/B Raja Bahadur Compound Ambalal Doshi
Marg, Behind BSE Building Fort, Mumbai 400 001
Pune:
KFin Technologies Limited Office # 207-210, 2nd floor, Kamla
Arcade JM Road, Opposite Balgandharva Shivaji Nagar, Pune 411 005
New Delhi:
KFin Technologies Limited 305, New Delhi House 27, Barakhamba Road New
Delhi 110 001
Bengaluru:
KFin Technologies Limited Old No.35, New No.59 Kamala Nivas, 1st
Floor Puttanna Road, Basavanagudi Bengaluru 560 004
Kolkata:
KFin Technologies Limited 2/1 Russel Street, 4th Floor
Kankaria Centre, Kolkata 700 071
Chennai:
KFin Technologies Limited 9th Floor, Capital Towers 180,
Kodambakkam High Road Nungambakkam, Chennai 600 034
3i Infotech Limited continues to be the R & T Agent for the
bonds/debentures issued by the Bank. Investor services related queries/requests/grievances
for bonds/debentures may be directed to Mr. Vijay Singh Chauhan at the address as under:
3i Infotech Limited
International Infotech Park, Tower # 5, 3rd Floor
Vashi Railway Station Complex, Vashi
Navi Mumbai 400 703, Maharashtra, India
Tel. No.: +91-22-7123 8000
Fax No.: +91-22-7123 8098
Toll free No.: 18601207777
E-mail: investor@icicibank.com
Queries relating to the operational and financial performance of ICICI
Bank may be addressed to:
Anindya Banerjee/Abhinek Bhargava
ICICI Bank Limited
ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400 051
Tel. No.: +91-22-2653 6173
Fax No.: +91-22-2653 1175
E-mail: ir@icicibank.com
Debenture Trustees
Pursuant to Regulation 53 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the names and contact
details of the debenture trustees for the public issue bonds and privately placed bonds of
the Bank are given below:
| Axis Trustee Services Limited |
IDBI Trusteeship Services Limited |
| The Ruby, 2nd Floor, SW 29 |
Asian Building, Ground Floor |
| Senapati Bapat Marg |
17, R Kamani Marg |
| Dadar West, Mumbai 400 028 |
Ballard Estate, Mumbai 400 001 |
| Tel. No.: +91-22-2425 5202 |
Tel. No.: +91-22-4080 7001 |
| debenturetrustee@axistrustee.com |
itsupport@idbitrustee.com |
Note: Axis Trustee Services Limited are now new Debenture Trustees for
those Bond Series which were earlier managed by Bank of Maharashtra.
The details are available on the website of the Bank at
(https://www.icicibank.com/Personal-Banking/investments/ icici-bank-bonds/index.page).
Bank's Customer Service
The Bank enables customers to avail of services through multiple
channels.
• Customer care: Connect with us over the phone. To know more,
visit https://www.icicibank.com/customer-care?ITM=nlicmsCONTACTUScustomer care menu
navigation
• Branch: Speak to the branch officials for resolution.
Alternatively, drop queries/feedback in the drop box at branches.
• Website: Raise a request on the Bank's website. For details,
https://www.icicibank.com/Personal-Banking/insta-
banking/internet-banking/list-of-service-requests.page?
• Email: Write to us at customer.care@icicibank.com
• iMobile: Seek resolution using the IPAL chat bot.
Information on Shareholding
Shareholding pattern of ICICI Bank at March 31, 2022
| Shareholder Category |
No. of Shares |
% holding |
| Deutsche Bank Trust Company Americas (Depositary for ADS
holders) |
1,318,553,693 |
18.98 |
| FIIs/FPIs |
2,474,479,616 |
35.61 |
| Insurance Companies |
719,745,050 |
10.36 |
| Bodies Corporate (includes Government Companies and Clearing
Members) |
103,462,406 |
1.49 |
| Banks & Financial Institutions |
4,221,426 |
0.06 |
| Mutual Funds/UTI |
1,624,082,678 |
23.37 |
| Individuals, HUF and Trusts |
486,342,113 |
7.00 |
| NBFCs Registered with RBI |
14,879,964 |
0.21 |
| Provident Fund/Pension Fund |
128,495,809 |
1.85 |
| Alternative Investment Fund |
33,309,979 |
0.48 |
| IEPF |
7,545,883 |
0.11 |
| Others (includes NRIs, Foreign Banks, Foreign Companies,
Foreign Nationals etc.) |
33,652,758 |
0.48 |
| Total |
6,948,771,375 |
100.00 |
Shareholders of ICICI Bank with more than one percent holding at March
31, 2022
| Name of the Shareholder |
No. of Shares |
% holding |
| Deutsche Bank Trust Company Americas* |
1,318,553,693 |
18.98 |
| Life Insurance Corporation of India |
445,985,216 |
6.42 |
| SBI Mutual Fund |
330,797,507 |
4.76 |
| ICICI Prudential Mutual Fund |
200,002,803 |
2.88 |
| Government of Singapore |
185,733,311 |
2.67 |
| HDFC Mutual Fund |
147,519,935 |
2.12 |
| NPS Trust |
128,495,809 |
1.85 |
| Dodge & Cox International Stock Fund |
112,786,676 |
1.62 |
| UTI Mutual Fund |
112,240,831 |
1.62 |
| Kotak Mahindra Mutual Fund |
109,517,259 |
1.58 |
| Aditya Birla Sun Life Mutual Fund |
100,158,892 |
1.44 |
| Nippon India Mutual Fund |
100,138,588 |
1.44 |
| Axis Mutual Fund |
97,036,934 |
1.40 |
| Mirae Asset Mutual Fund |
85,563,024 |
1.23 |
| Europacific Growth Fund |
72,707,558 |
1.05 |
| SBI Life Insurance Company Limited |
70,331,307 |
1.01 |
* Deutsche Bank Trust Company Americas holds equity shares of ICICI
Bank as depositary for ADS holders.
Distribution of shareholding of ICICI Bank at March 31, 2022
| Range - Shares |
No. of Folios |
% |
No. of Shares |
% |
| Upto 1,000 |
1,900,236 |
96.06 |
200,452,252 |
2.89 |
| 1,001 - 5,000 |
65,416 |
3.31 |
123,691,309 |
1.78 |
| 5,001 - 10,000 |
5,803 |
0.29 |
40,249,635 |
0.58 |
| 10,001 - 50,000 |
4,179 |
0.21 |
85,058,140 |
1.22 |
| 50,001 & above |
2,547 |
0.13 |
6,499,320,039 |
93.53 |
| Total |
1,978,181 |
100.00 |
6,948,771,375 |
100.00 |
Disclosure with respect to equity shares lying in suspense account
The Bank had 94,378 equity shares held by 469 shareholders lying in
suspense account at the beginning of the fiscal 2022. The Bank has been transferring the
shares lying unclaimed to the eligible shareholders as and when the request for the same
has been received after proper verification. During the year, the Bank had processed
request received from two shareholders holding 940 shares and accordingly the said shares
were transferred from the suspense account. As on March 31, 2022, 93,438 shares held by
467 shareholders remained unclaimed in the suspense account.
The voting rights on the shares lying in suspense account are frozen
till the rightful owner of such shares claims the shares.
Transfer of unclaimed dividend and shares to Investor Education &
Protection Fund (IEPF)
Pursuant to the provisions of Sections 124 and 125 of the Companies
Act, 2013, during fiscal 2022, dividend amount of Rs 54.2 million remaining unclaimed for
a period of seven years from the date of its transfer to the Unpaid Dividend Accounts of
the Company has been transferred to the IEPF.
Pursuant to Section 124(6) of the Companies Act, 2013 read with the
Investor Education & Protection Fund Authority (Accounting, Audit, Transfer &
Refund) Rules, 2016, during fiscal 2022, 664,301 equity shares in respect of which the
dividend has not been claimed for seven consecutive years have been transferred to the
designated demat account of the IEPF Authority.
The unclaimed dividend and the equity shares transferred to IEPF can be
claimed by making an application in the prescribed form available on the website of IEPF
at (www.iepf.gov.in).
Members who have not yet encashed their dividend warrant(s) for the
financial year ended March 31,2016 and/or subsequent years are requested to submit their
claims to KFin Technologies Limited without any delay.
The details of Nodal Officer and Deputy NodaI Officers appointed under
the provisions of IEPF are available on the website of the Bank at (https://nli.icicibank.
com/NewRetailWeb/showUnclaimedForm.htm).
Outstanding GDRs/ADSs/Warrants or any
Convertible instruments, conversion date and likely impact on equity
ICICI Bank has 659.28 million ADS (equivalent to 1,318.55 million
equity shares) outstanding, which constituted 18.98% of ICICI Bank's total equity capital
at March 31, 2022. There are no other convertible instruments outstanding as on March 31,
2022.
Commodity price risk or foreign exchange risk and hedging activities
The foreign exchange risk position including bullion is managed within
the net overnight open position (NOOP) limit approved by the Board of Directors. The
foreign currency assets of the Bank are primarily floating rate linked assets. Wholesale
liability raising for foreign currencies takes place in USD or other currencies through
bond issuances, bilateral loans and syndicated/club loans as well as refinance from Export
Credit Agencies (ECA) which may be at a fixed rate or floating rate linked. In case of
fixed rate longterm wholesale fund raising in USD, the interest rate risk is generally
hedged through interest rate swaps wherein the Bank effectively moves the interest
payments to a floating rate index in order to match the asset profile. In case of fund
raising in non-USD currencies, the foreign exchange risk is hedged through foreign
exchange swaps or currency interest rate swaps.
The extant RBI guidelines do not allow AD Category I Banks to take any
market positions in commodity related activities. However, the extant guidelines allows
Bank to import gold and silver in line with the RBI license and selling of imported
gold/silver on outright basis to domestic clients or providing gold metal loan to
jewellery manufacturers. ICICI Bank provides pricing and hedging of Gold Metal Loan to
jewellery customers and such exposures are covered on a back-to-back basis with gold
suppliers.
In view of the above, the disclosure pursuant to the SEBI Circular No.
SEBI/HO/CFD/CMD1/ CIR/P/2018/0000000141 dated November 15, 2018 is not required to be
given.
Plant Locations - Not applicable
Address for Correspondence
Ranganath Athreya
Company Secretary
ICICI Bank Limited
ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400 051
Tel. No.: +91-22-2653 8900
Fax No.: +91-22-2653 1230
E-mail: companysecretary@icicibank.com
The Bank is in compliance with requirements specified in Regulations 17
to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
The Bank has also complied with the discretionary requirements such as
maintaining a separate office for the Chairman at the Bank's expense, ensuring financial
statements with unmodified audit opinion, separation of posts of Chairman and Chief
Executive Officer and reporting of internal auditor directly to the Audit Committee.
Analysis of Customer Complaints
The required details as per the RBI circular No.
CEPD.CO.PRD.Cir.No.01/13.01.013/2020-21 dated January 27, 2021 are disclosed in Schedule
18 of the financial statements.
COMPLIANCE CERTIFICATE OF THE AUDITORS
ICICI Bank has annexed to this Report, a certificate obtained from the
statutory auditors regarding compliance of conditions of Corporate Governance as
stipulated in the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
EMPLOYEE STOCK OPTION SCHEME
The Bank has an Employee Stock Option Scheme (ESOS/ Scheme) which was
instituted in fiscal 2000 to enable the employees and wholetime Directors of ICICI Bank
and its subsidiaries to participate in future growth and financial success of the Bank.
The ESOS aims at achieving the twin objectives of aligning employee interest to that of
the shareholders and retention. Through employee stock option grants, the Bank seeks to
foster a culture of long-term sustainable value creation. The Scheme is in compliance with
the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (the SEBI SBEB & SE Regulations). Pursuant to the SEBI SBEB
& SE Regulations, options are granted by the Board Governance, Remuneration &
Nomination Committee and noted by the Board.
The Scheme was initially approved by the Members at their meeting held
on February 21, 2000 and amended from time to time.
The Bank has upto March 31,2022 granted 590.42 million stock options
from time to time aggregating to 8.50% of the issued equity capital of the Bank at March
31, 2022. As per the ESOS, as amended from time to time, the maximum number of options
granted to any employee/ Director in a year is limited to 0.05% of ICICI Bank's issued
equity shares at the time of the grant, and the aggregate of all such options is limited
to 10% of ICICI Bank's issued equity shares on the date of the grant (equivalent to 694.88
million shares of face value Rs 2.00 each at March 31,2022).
Particulars of options granted by ICICI Bank as on March 31, 2022 are
given below:
| Number of options outstanding at the beginning of the year |
246,590,9721 |
| Number of options granted during the year |
25,550,350 |
| Number of options forfeited/lapsed during the year |
2,164,335 |
| Number of options vested during the year |
32,901,210 |
| Number of options exercised during the year |
32,778,988 |
| Number of shares arising as a result of exercise of options |
32,778,988 |
| Money realised by exercise of options during the year (?) |
7,979,763,506 |
| Number of options outstanding at the end of the year |
237,197,999 |
| Number of options exercisable at the end of the year |
177,170,739 |
1 Number of options outstanding at the beginning of year includes
options for May 2019 grant pertaining to wholetime Directors of subsidiary company
adjusted post regulatory approvals
Till March 31, 2021, the Bank recognised cost of stock options granted
under ESOS, using intrinsic value method. Pursuant to RBI clarification dated August 30,
2021, the cost of stock options granted after March 31, 2021 is recognised based on fair
value method. The cost of stock options granted up to March 31, 2021 continues to be
recognised on intrinsic value method. The Bank uses Black-Scholes model to fair value the
options on the grant date and the inputs used in the valuation model include assumptions
such as the expected life of the share option, volatility, risk free rate and dividend
yield. The diluted earnings per share (EPS) pursuant to issue of shares on exercise of
options calculated in accordance with Accounting Standard 20 (AS-20) for the year ended
March 31, 2022 was Rs 32.98 compared to basic EPS of Rs 33.66.
The following table sets forth, for the periods indicated, the key
assumptions used to estimate the fair value of options granted.
| Particulars |
Year ended March 31, 2021 |
Year ended March 31, 2022 |
| Risk-free interest rate |
4.83% to 5.74% |
5.34% to 6.53% |
| Expected life |
3.45 to 5.45 years |
3.55 to 5.55 years |
| Expected volatility |
35.19% to 37.31% |
35.38% to 39.41% |
| Expected dividend yield |
0.26% to 0.30% |
0.18% to 0.30% |
The weighted average fair value, based on Black-Scholes model, of
options granted during the year ended March 31, 2022 was Rs 227.75 (year ended March 31,
2021: Rs 125.44) and the weighted average exercise price of options granted during the
year ended March 31,2022 was Rs 570.43 (year ended March 31, 2021: Rs 337.73).
Risk free interest rates over the expected term of the option are based
on the government securities yield in effect at the time of the grant. The expected term
of an option is estimated based on the vesting term as well as expected exercise behavior
of the employees who receive the option. Expected exercise behavior is estimated based on
the historical stock option exercise pattern of the Bank. Expected volatility during the
estimated expected term of the option is based on historical volatility determined based
on observed market prices of the Bank's publicly traded equity shares. Expected dividends
during the estimated expected term of the option are based on recent dividend activity.
The detailed disclosures as stipulated under Regulation 14 of the SEBI
SBEB & SE Regulations will be hosted on the website of the Bank at
(https://www.icicibank.com/ aboutus/other-policies.page?#toptitle).
ICICI BANK EMPLOYEES STOCK UNIT SCHEME - 2022 (SCHEME 2022)
The Board of Directors at its Meeting held on June 28, 2022, approved
the adoption of Scheme 2022, subject to the approval of Members. Approval of the Members
is being sought for the said Scheme 2022 in the Notice of the forthcoming AGM through item
nos. 23 and 24.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Bank has undertaken various initiatives for energy conservation at
its premises. A detailed write up is given in the Environmental, Social and Governance
Report of fiscal 2022 which will be available on the website of the Bank at
(https://www.icicibank.com/ aboutus/annual.html) and in the Environmental Sustainability
chapter in the Integrated Report section of the Annual Report for fiscal 2022. The Bank
has used information technology extensively in its operations; for details refer to the
chapter Our Business Strategy in the Integrated Report section of the Annual Report for
fiscal 2022.
SECRETARIAL STANDARDS
Your Bank is in compliance with the Secretarial Standard on Meetings of
the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) for the
financial year ended March 31, 2022.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm:
1. that in the preparation of the annual accounts, the applicable
accounting standards had been followed, along with proper explanation relating to material
departures;
2. that they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Bank at the end of the financial
year and of the profit of the Bank for that period;
3. that they have taken proper and sufficient care for the maintenance
of adequate accounting records, in accordance with the provisions of the Banking
Regulation Act, 1949 and the Companies Act, 2013 for safeguarding the
assets of the Bank and for preventing and detecting fraud and other irregularities;
4. that they have prepared the annual accounts on a going concern
basis;
5. that they have laid down internal financial controls to be followed
by the Bank and that such internal financial controls are adequate and were operating
effectively; and
6. that they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
ACKNOWLEDGEMENTS
ICICI Bank is grateful to the Government of India, Reserve Bank of
India, Securities and Exchange Board of India, Insurance Regulatory and Development
Authority of India and overseas regulators for their continued co-operation, support and
guidance. ICICI Bank wishes to thank its investors, the domestic and international banking
community, rating agencies, depositories and stock exchanges for their support.
ICICI Bank would like to take this opportunity to express sincere
thanks to its valued clients and customers for their continued patronage. The Directors
express their deep sense of appreciation to all the employees, whose outstanding
professionalism, commitment and initiative have made the organisation's growth and success
possible and continues to drive its progress. Finally, the Directors wish to express their
gratitude to the Members for their trust and support.
|
For and on behalf of the Board |
|
Girish Chandra Chaturvedi |
|
Chairman |
| June 28, 2022 |
DIN: 00110996 |
#CGEnd#