DIRECTORS' REPORT

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.

1. 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

   In 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-policiespage?#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 ₹ 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 ₹1,2
   Audit	65,940,000
   Certification and other audit related services2	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 ₹ 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	Areas of expertise
   Director
   Girish Chandra	Agriculture and rural economy,
   Chaturvedi	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
   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	Accountancy, Agriculture and Rural
   Nair	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,
   	Agricultural and rural economy,
   	Economics, Finance, Information
   	Technology, Human Resources,
   	Risk Management, Business
   	Management
   Sandeep	Banking, Finance, Business
   Bakhshi	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	Baa3	BBB-		-
   medium term notes
   Senior unsecured	-	-		BBB+ *
   medium term
   notes issued under
   Tokyo pro-bond
   Certificate of	P-3	-		-
   Deposits

   Rupee denominated instruments issued by the Bank

   Instrument type	CARE	ICRA	CRISIL
   Tier II bonds	CARE AAA	[ICRA]AAA	-
   (Basel III)
   Additional Tier 1	CARE AA+	[ICRA]AA+	CRISIL AA+
   bonds (Basel III)
   Unsecured	CARE AAA	[ICRA]AAA	CRISIL AAA#
   redeemable bonds
   Long term bonds	CARE AAA	[ICRA]AAA	CRISIL AAA
   issued by erstwhile
   ICICI Limited
   Certificate of	CARE A1+	[ICRA]A1+	-
   Deposits
   Fixed deposits	CARE AAA	MAAAs		-

   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.

   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)

   • Includes only chairmanship/membership of Audit Committee and Stakeholders’ Relationship Committee of other Indian public limited companies. Figures in parentheses indicate committee chairpersonships.

   • 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.

   • 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:

2. 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

3. 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

   Policy/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 ₹ 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 wholetime Directors.

   The following table sets out the details of remuneration (including perquisites and retiral benefits) paid in fiscal 2022:

   Details of Remuneration (₹)

   	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 perquisites1,3	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 2020	394,850	305,350	305,350	305,350

   • 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.
   • 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 stipulation.
   • Allowances and perquisites exclude perquisites of previous years stock options exercised during fiscal 2022
   • 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 ₹ 3,234,810 and ₹ 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 ₹ 100,000 as sitting fee for each Meeting of the Board, Audit Committee, Credit Committee and Risk Committee and ₹ 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 ( ₹)

   	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 Bijapurkar 2	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 Rishi 3	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 Non-Executive Directors (other than Government Nominee Director) from ₹ 50,000 to ₹ 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 ₹ 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

   1. Qualitative Disclosures

      1. 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.

      2. 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.

           • 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.

      3. 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.

      4. 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.

      5. 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 ₹ 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.

      6. 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 level.

   2. 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 Taker.

      ₹ 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 year 1	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
      	Fixed 2 (amount in million)	1041.0	1216.3
      	Variable 3 (amount in million)	165.3	426.1
      	- Deferred (amount in million)	-	211.1
      	- Non-deferred (amount in million)	165.3	215.0
      	Share-linked instruments 3 (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 instruments 4 (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 instruments 5 (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 adjustments 6	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 exercised 6	-	-
      	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 bank 7	704,035	755,429
      	Deviation- MD & CEO 8	3,455,855	59,094,291
      	Deviation- WTD1 8	50,085,768	54,049,788
      	Deviation- WTD2 8	47,547,650	54,788,776
      	Deviation- WTD3 8	46,536,300	51,573,500

      • 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

      • 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.

      • 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

      • Includes options of WTDs who were transferred to group companies.

      • Includes outstanding options of WTDs who were transferred to group companies.

      • Excludes ₹ 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.

      • 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.

      • 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.

      1. 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	Refer Note 1
         Vishakha Mulye, Executive Director	95:1
         Anup Bagchi, Executive Director	95:1
         Sandeep Batra, Executive Director	95:1
         Girish Chandra Chaturvedi, Independent Director	11.42:1	Refer Note 2
         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
         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

      2. 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%	Refer Note 1
         Vishakha Mulye, Executive Director	10%
         Anup Bagchi, Executive Director	10%
         Sandeep Batra, Executive Director	10%
         Rakesh Jha, Group Chief Financial Officer	5%	-
         Ranganath Athreya, Company Secretary	6%	-

      3. 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%.

      4. 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.

      5. 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%.

      6. Affirmation that the remuneration is as per the remuneration policy of the Company.

         Yes

         Notes:

         • 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 pay-out 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.

         • 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 ₹ 3,500,000 per annum as approved by the Members and RBI. The Independent Directors other than Chairman receive fixed remuneration of ₹ 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.

4. 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.

5. 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.

6. 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

7. Fraud Monitoring Committee

   Terms of Reference

   The Committee monitors and reviews all the frauds involving an amount of ₹ 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

8. 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

9. 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

10. 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.

11. 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.

12. 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.

13. 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.

14. 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	3:30 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,	•	Re-appointment of Girish Chandra Chaturvedi
    	August 14, 2020		(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,	•	Alterations to Memorandum of Association
    	August 9, 2019	•	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:

    		% of votes	Number of	Number of	% of	% of
    	Number of	Polled on	votes cast in	votes cast	votes in	votes
    Resolutions	votes polled	outstanding	favour of	against the	favour on	against on
    		shares	the Resolution	Resolution	votes polled	votes polled
    Appointment of Vibha Paul Rishi	5,863,994,671	84.42	5,773,169,112	90,825,559	98.451	1.549
    as an Independent Director
    (Special Resolution)
    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.

15. 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:

       1. SEBI issued an Adjudication Order on September 12, 2019, imposing a penalty of ₹ 500,000 each (totalling to ₹ 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.

       2. The Reserve Bank of India, by an order dated May 3, 2021, imposed a monetary penalty of ₹ 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.

       3. 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 ₹ 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 non-maintenance of minimum balance in savings bank accounts' dated November 20, 2014. The Bank was levying charge of ₹ 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 non-maintenance 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.

16. 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	Day, Date	Time
    Meeting
    Twenty-Eighth	Tuesday,	3:00 p.m.
    Annual General	August 30, 2022
    Meeting through Video
    Conferencing/ Other
    Audio Visual Means

    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), 1 st 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 BSE and NSE
    	High ₹	Low ₹	Volume	High ₹	Low ₹		Volume
    April-22	621.25	538.40	23,400,530	621.45	538.55		542,322,720	565,723,250
    May-22	662.20	591.55	15,025,683	662.75	591.55		332,116,990	347,142,673
    June-22	650.25	624.55	11,375,527	650.30	624.70		271,263,271	282,638,798
    July-22	687.40	630.65	12,401,300	687.50	630.85		261,916,202	274,317,502
    August-22	718.85	680.40	5,626,175	719.05	680.70		253,046,942	258,673,117
    September-22	729.90	700.80	26,596,031	730.00	700.85		206,095,846	232,691,877
    October-22	841.05	690.05	17,928,656	841.70	689.50		327,331,220	345,259,876
    November-22	804.45	714.30	8,345,584	803.90	714.35		295,114,733	303,460,317
    December-22	758.85	710.05	19,769,454	758.65	709.55		348,365,793	368,135,247
    January-21	824.40	764.75	9,121,650	824.70	764.70		279,251,169	288,372,819
    February-21	813.80	707.25	14,498,963	813.75	707.40		288,255,231	302,754,194
    March-21	730.25	652.35	13,499,122	730.90	653.75		423,463,671	436,962,793
    Fiscal 2021	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, 2^nd 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, 1^st Floor
    Puttanna Road, Basavanagudi
    Bengaluru 560 004

    Kolkata:
    KFin Technologies Limited
    2/1 Russel Street, 4^th 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
    The Ruby, 2nd Floor, SW 29
    Senapati Bapat Marg
    Dadar West, Mumbai 400 028
    Tel. No.: +91-22-2425 5202
    debenturetrustee@axistrustee.com

    IDBI Trusteeship Services Limited
    Asian Building, Ground Floor
    17, R Kamani Marg
    Ballard Estate, Mumbai 400 001
    Tel. No.: +91-22-4080 7001
    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=nli_cms_CONTACT_US_customer_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 ₹ 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.