Board of Directors and Expertise of the Board

Composition and Diversity of the Board of Directors

Independence of the Board

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, 2023, Independent Directors constituted a majority on most of the Committees and most of the Committees were chaired by Independent Directors. There were no inter-se relationships between any of the Directors.

Conflict of Interest

ICICI Bank has adopted a ‘Framework for Managing Conflict of Interest’, which articulates several measures to ensure that conflicts of interest are handled in an appropriate manner, at the individual employee level, at the level of Board of Directors and at the Group level. Key principles emphasised in the framework include protection of customers’ and the Bank’s interests, transparency and accountability, promoting institutional and individual responsibility and personal example, and organisational culture. The Board of Directors has approved a Code of Business Conduct and Ethics for directors and employees of the Bank.

The Bank receives declaration on annual basis as well as changes, from time to time, from the members of the Board regarding the entities they are interested in and ensures requisite approvals, as required under the statute as well as the Bank’s policies, are in place before transacting with such entities/individuals. Moreover, the Directors are required to recuse themselves from the discussions pertaining to the conflict of interest. The Directors need to exercise their responsibilities in a bona fide manner in the interest of the Company.

Further, in order to ensure that conflict of interest is managed appropriately in the day-to-day operations of the Bank, a mechanism of dedicated operations units for execution of transactions (independent of business units sourcing the business) is instituted at the Bank. Under this approach of centralised/regionalised processing of operations, the business units focus only on sourcing of the business, subject to applicable regulatory requirements, while adherence to the respective regulations as well as adherence to policies/processes/internal norms is subsequently independently scrutinised and monitored by the respective operations units.

Board Committees

ICICI Bank’s corporate governance philosophy is designed to fulfil regulatory and legal requirements as well as create culture of business ethics and value creation for all stakeholders. In line with it, the Bank has developed a wide spectrum of policies, codes and procedures to facilitate it. These are implemented through Board Committees, supported by people, process and technology.

The Board has constituted various committees to monitor the functioning of the Bank and provide necessary direction.

In addition, the Board and its committees have, from time-to-time, given approval for setting up various committees comprising executives. Some of the committees are 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), Committee of Executives, Compliance Committee, Process Approval Committee, Outsourcing Committee, Operational Risk Management Committee, Vigilance Committee, Product Governance Forum. 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.

Role of the Board Governance, Remuneration & Nomination Committee

ICICI Bank has a Board Governance, Remuneration & Nomination Committee (BGRNC) which oversees the remuneration aspects at the Bank. The functions of the Committee include:

Performance Evaluation of the Board, Committees and Directors

The Bank, with the approval of its Board Governance, Remuneration & Nomination Committee (BGRNC) and the Board, has put in place a framework for evaluation of the Board, Directors, Chairperson and Committees.

The evaluation for the Directors, the Board, Chairman of the Board and the Committees is carried out through circulation of 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 its duties.

The evaluation criteria for the Directors is based on their participation, contribution, offering guidance to and understanding of the areas which were relevant to them in their capacity as members of the Board.

The performance evaluation process for fiscal 2023 was conducted by an independent external agency and was completed to the satisfaction of the Board. The Board identified specific action points arising out of the overall evaluation which would be executed as directed by the Board.