ICICI Bank's corporate governance framework is based on an independent board with a majority of independent directors overseeing critical issues. The bank adheres to corporate governance guidelines from India's Ministry of Corporate Affairs. It has policies for whistleblowing, insider trading, business conduct, and CEO/CFO certification. Several committees monitor audit, remuneration, CSR, credit, customers, fraud, risk, and shareholder issues. Committee composition and meetings are provided for 2008-09, 2009-10, and 2010-11.

1. ICICI Bank
Corporate Governance
Its framework at bank is based on effective independent board, comprising of a majority
independent/non executive Directors and chaired by independent/non executive Directors to
oversee critical issues.
I. Philosophy of Corporate Governance
Bank is adhering to the recommendations contained in the ‘Corporate Governance
Voluntary Guidelines 2009 issued by Ministry of Corporate Affairs Government
of India.
a) Whistle Blower Policy
Bank and its group companies have made enough procurements for its employees
for raising any issues or breach of any law, statue or regulation by bank and on the
accounting policies and procedures adopted for any area or item and report them
to the Audit Committee through specified channels. This mechanism has been
communicated and posted on the Bank’s intranet.
b) Insider Trading
Bank has instituted a comprehensive code of conduct for prevention of insider
trading as per regulations laid down by Securities and Exchange Board of India
(SEBI) (Prohibition of Insider Trading) Regulations, 1992.
c) Group Code of Business Conduct and Ethics
Company is adhering to Clause 49 of the Listing Agreement, a confirmation from
the Managing Director & CEO regarding compliance with the Code by all the
Directors and senior management is there in annual report.
d) CEO/CFO Certification
II. Audit Committee
Terms of Reference
The Audit Committee provides direction to the audit function and monitors the quality of internal
and statutory audit.

2. III. Board of Governance, Remuneration & Nomination Committee
Terms of Reference
The function of the committee include recommendation to the board, evaluation of the
performance of the manager director and CEO and whole time Directors on
predetermined parameters
Remuneration Policy
The Board Governance, Remuneration & Nomination committee determines and
recommend to the board the amount of remuneration to the Board, the amount of
remuneration, including performance bonus and perquisites, payable to the wholetime
Directors.
IV. Corporate Social Responsibility
Terms of Reference
Bank has formed a committee for CSR related activities formation, to review the CSR
initiatives undertaken by ICICI group as whole and to consider
recommendations/suggested by RBI or any other body.
V. Credit Committee
Terms of Reference
The functions of the committee include review of development in key industrial sectors
and approval of credit proposal as per authorization approved by board.
VI. Customer Service Committee
Terms of reference
The functions of this committee include review of customer service initiatives, overseeing
the functioning of the customer service council and evolving innovative measures for
enhancing the quality of customer service and improvement in the overall satisfaction
level of customers services and improvement in the overall satisfaction level of customers
VII. Fraud Monitoring Committee
Terms of Reference
The committee monitors and reviews all frauds involving an amount of 10.0 million and
above so as to identify the systemic lacunae
VIII. Risk Committee
Terms of Reference

3. The committee is empowered to review ICICI Bank’s risk management policies in
relation to various (credit, market, liquidity, operational ad reputation risks), investment
policies and strategy and regulatory and compliance issues in relation thereto.
IX. Share Transfer & shareholders/Investors Grievance Committee
Terms of Reference
The functions and powers of the committee include approval and rejection of transfer or
transmission of shares bonds and other securities.
2008-09
No. of No. of meeting
Name of Committee
Members during year
Composition of Board 16 8
Audit committee 3 6
Board of Governance,
Remuneration & Nomination
Committee 5 4
Corporate Social
Responsibility NA
Credit Committee 5 18
Customer Service Committee 5 4
Fraud monitoring committee 5 2
Rsik Committee 5 8
Share Transfer &
Shareholders/Investors
Grievance Committee 3 5
2009-10
No. of No. of meeting
Name of Committee
Members during year
Composition of Board 17 6
Audit committee 4 8
Board of Governance,
Remuneration & Nomination
Committee 4 5
Corporate Social
Responsibility 4 1

4. Credit Committee 5 19
Customer Service Committee 6 6
Fraud monitoring committee 5 6
Rsik Committee 6 7
Share Transfer &
Shareholders/Investors
Grievance Committee 3 4
2010-11
No. of meeting
Name of Committee No. of Members during year
Composition of Board 12 9
Audit committee 4 7
Board of Governance,
Remuneration & Nomination
Committee 4 7
Corporate Social
Responsibility 4 7
Credit Committee 4 21
Customer Service Committee 4 6
Fraud monitoring committee 6 6
Rsik Committee 6 5
Share Transfer &
Shareholders/Investors
Grievance Committee 3 5