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Board of Directors and Expertise of the Board

ICICI Bank has a broad-based Board of Directors, constituted in compliance with the Banking Regulation Act, 1949, the Companies Act, 2013 and the SEBI Listing Regulations, 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, 2024 consisted of 13 Directors, out of which nine were Independent Directors and four were Executive Directors. There were no inter-se relationships between any of the Directors.

Expertise of Independent Directors

Portrait of Girish Chandra Chaturvedi, featured as a key individual in ICICI Bank's ESG Report, highlighting his role and contribution to the bank's governance and sustainability efforts. Girish Chandra
Chaturvedi 		Portrait of Pradeep Kumar Sinha, featured in ICICI Bank's ESG Report, highlighting his role and contributions to the bank's governance and sustainability initiatives. Pradeep Kumar
Sinha 		Portrait of Hari L. Mundra, featured in ICICI Bank's ESG Report, emphasizing his leadership and involvement in the bank's environmental, social, and governance strategies. Hari L. Mundra Portrait of S. Madhavan, featured in ICICI Bank's ESG Report, highlighting his role and contributions within the bank's environmental, social, and governance initiatives. S. Madhavan
Banking, Finance and Economics A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives.
Agriculture and Rural Economy A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives.
Accountancy, Business Management, Risk Management and Strategy A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives.
Law and Taxation A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives.
Insurance, Capital Markets and Treasury A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives.
Information Technology A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives.
Human Resources A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives.
Marketing
Social Sector A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives.
Portrait of Neelam Dhawan, featured in ICICI Bank's ESG Report, emphasizing her role and contributions within the bank's environmental, social, and governance framework. Neelam Dhawan Portrait of Radhakrishnan Nair, featured in ICICI Bank's ESG Report, highlighting his role and contributions within the bank's environmental, social, and governance framework Radhakrishnan
Nair 		Portrait of B. Sriram, highlighted in ICICI Bank's ESG Report, recognizing his role and contributions within the bank's environmental, social, and governance framework. B. Sriram Portrait of Uday Chitale, featured in ICICI Bank's ESG Report, acknowledging his significant role and contributions in the bank's environmental, social, and governance initiatives. Uday Chitale Portrait of Vibha Paul Rishi, highlighted in ICICI Bank's ESG Report for her contributions and leadership in the bank's environmental, social, and governance efforts. Vibha Paul Rishi
Banking, Finance and Economics A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives.
Agriculture and Rural Economy A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives.
Accountancy, Business Management, Risk Management and Strategy A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives.
Law and Taxation A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives.
Insurance, Capital Markets and Treasury A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives.
Information Technology A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives.
Human Resources A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives. A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives.
Marketing A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives.
Social Sector A checkmark icon symbolizing approval or completion, used within the ICICI Bank ESG Report to indicate a key point or achievement related to environmental, social, and governance initiatives.

Composition and Diversity of the Board of Directors

A donut chart illustrating the composition of the ICICI Bank board of directors, showing that 69% are Independent Directors and 31% are Executive Directors. The chart is part of the ICICI Bank ESG Report, highlighting the bank's governance structure.
A donut chart representing gender diversity within ICICI Bank, indicating that 85% of the board members are male and 15% are female. The chart is part of the ICICI Bank ESG Report, reflecting the bank's commitment to diversity and inclusion.
A donut chart depicting the age bracket distribution of ICICI Bank's board members, showing that 54% are between 60-69 years, 23% are between 50-59 years, and 23% are 70 years and above. This chart is part of the ICICI Bank ESG Report, highlighting the age diversity within the leadership.
A donut chart representing the tenure distribution of ICICI Bank's board members, showing that 62% have been with the bank for more than 4 years, 23% for less than 2 years, and 15% for 2-4 years. This visual is part of the ICICI Bank ESG Report, illustrating the tenure diversity within the bank's leadership.
All graphs at March 31, 2024
Board Committees and Policies

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

The Board has constituted 10 Board committees to monitor the functioning of the Bank and provide necessary direction.

An infographic showcasing the various board committees of ICICI Bank, including the Audit Committee, Board Governance, Remuneration and Nomination Committee, Corporate Social Responsibility Committee, Credit Committee, Customer Service Committee, Fraud Monitoring Committee, Information Technology Strategy Committee, Risk Committee, Stakeholders Relationship Committee, and the Review Committee for Identification of Wilful Defaulters/Non Co-operative Borrowers. Each committee is represented by a stylized leaf design, emphasizing the bank's commitment to governance and social responsibility as detailed in the ESG Report.

In addition, the Board has, from time to time, constituted several executive and senior management committees, including 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 Whole-Time Directors and Executives) and Committee of Executives, Compliance Committee, ESG Steering Committee, Process Approval Committee, Outsourcing Committee, Operational Risk Management Committee, Vigilance Committee and Product Governance Forum (all comprising Executives). These committees are responsible for specific operational areas like asset liability management, approval/renewal of credit proposals, ESG-related initiatives, approval of products and processes, and management of operational risk, under authorisation/supervision of the Board and its committees.

To transact business at any Board Committee meeting, the quorum of the Board Committees is at least three members. In instances where the Committee comprises only two members or where only two members are participating, then any Independent Director may attend the meeting to fulfil the requirement of three members.

Summary of proceedings at these Committees are reported to the Board regularly. Policies approved from time to time by the Board of Directors/Committees of the Board form the governing framework for undertaking business activities. Several groups and subgroups have been constituted across the Bank to facilitate evaluation, monitoring and reporting of various aspects of business including risks and opportunities. These groups function independently of the business groups/subgroups.

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, 2024, Independent Directors constituted a majority of the quorum of most Committees and most of the Board Committees were chaired by Independent Directors.
two-leaf icon
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. Further, they are regularly kept abreast on key regulatory developments, overview on economy and industry, and the Bank’s strategy and performance. Independent Directors also attend the programmes organised by reputed institutions. The details of the familiarisation programmes are available on the Bank’s website at
(https://www.icicibank.com/about-us/bod-1).

Performance Evaluation of the Board, Committees and Directors

With the approval of the Board Governance, Remuneration and Nomination Committee and the Board, the Bank has put in place a framework for evaluation of the Board, Directors, Chairperson and Committees. The evaluations of the Directors, the Board, Chairman of the Board and the Committees are carried out through circulation of different questionnaires.

The performance of the Board is assessed on select parameters related to :
  • Roles
  • Responsibilities and obligations
  • Relevance of discussions
  • Performance on key areas
  • Providing feedback to executive management
  • Quality, quantity and timeliness of flow of information between the executive management and the Board

Further, 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, focusses 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 of reference of the Committees and assessment of effectiveness of contribution of the Committee’s deliberation/recommendations to the functioning/decisions of the Board.

The performance evaluation process for fiscal 2024 was conducted by an independent external agency and 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.

To read more on remuneration policies and practices, please refer pages 85-88 of ICICI Bank Annual Report 2023-24.
A stylized leaf design featuring two leaves, one in red and the other in orange, representing ICICI Bank's commitment to environmental and social governance (ESG) principles. The image symbolizes the bank's focus on sustainability and responsible business practices.

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