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Comparative Study
145
Chapter-V
Corporate Governance: A Comparative Study on
ICICI Bank and SBI
5.1 Corporate Governance in ICICI Bank-Introduction
The Corporate Governance framework at ICICI Bank lay emphasises
on adhering to Good Corporate Governance norms. And for its
effective implementation Bank has an efficient Board which
constitutes Independent Directors, the separation of the Board’s
supervisory role from the management and the structure based on
Board Committees, which are chaired by independent Directors, to
keep an eye on significant issues.
Philosophy of Corporate Governance
ICICI Bank’s Corporate Governance philosophy encapsulates
regulatory, legal requirements and also several voluntary practices
which aim at a high level of business ethics for safeguarding the
interest of all related stakeholders. The Corporate Governance
framework followed by the Bank also includes significant portion of
the recommendations given by the Corporate Governance Enactments
and initiating regulatory bodies.
Whistle Blower Policy
ICICI Bank has also introduced a Whistle Blower Policy. As per this
policy, employees of ICICI group are free to raise issues related to
accounting policies and procedures related to any area or item and
report them back to the Audit Committee through specific channels.
This system has been communicated to the employees through Bank’s
intranet.
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5.1.1 Board of Directors
ICICI Bank has a broad-based Board of Directors, constituted in
compliance with the Banking Regulation Act, 1949, the Companies
Act, 1956 and listing agreements entered into with stock exchanges,
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 has
constituted ten 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, Share Transfer &
Shareholders’/Investors’ Grievance Committee and Committee of
Executive Directors. These Board Committees other than the
Committee of Executive Directors currently consist of majority of
independent Directors and most of the Committees are chaired by
independent Directors.
ICICI Bank
Number of Board Members
No. Of
Board
Members
2008 2009 2010 2011 2012
16 16 17 12 12
Source: Annual Reports of the selected private bank from the year 2008-2012
Comparative Study
147
Number of Board Meetings
No. Of
Board
Meetings
2008 2009 2010 2011 2012
05 08 06 09 06
Source: Annual Reports of the selected private bank from the year 2008-2012
5.1.2 Audit Committee
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 overseeing the financial reporting
process to ensure fairness, sufficiency and credibility of financial
statements, recommendation of appointment and removal of central
and branch statutory auditors and chief internal auditor and fixation of
their remuneration, approval of payment to statutory auditors for other
permitted services rendered by them, review of functioning of Whistle
Blower Policy, review of the quarterly and annual financial statements
before submission to the Board, review of the adequacy of internal
control systems and the internal audit function, review of compliance
with inspection and audit reports and reports of statutory auditors,
review of the findings of internal investigations, review of statement of
significant related party transactions, review of management
letters/letters on internal control weaknesses issued by statutory
auditors, 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 document notice and the report
submitted by the monitoring agency, monitoring the utilisation of
proceeds of a public or rights issue and making appropriate
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148
recommendations to the Board to take steps in this matter, discussion
on the scope of audit with external auditors and examination of reasons
for substantial defaults, if any, in payment to stakeholders. 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 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 Audit Committee is also
empowered to approve the appointment of the CFO (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 of Audit Committee
No. Of
Members 2008 2009 2010 2011 2012
03
Independent
Directors
03
Independent
Directors
04
Independent
Directors
04
Independent
Directors
04
Independent
Directors
Source: Annual Reports of the selected private bank from the year 2008-2012
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149
Number of meetings during the year
No. Of
Meetings 2008 2009 2010 2011 2012
06 06 08 07 07
Source: Annual Reports of the selected private bank from the year 2008-2012
5.1.3 Board Governance, Remuneration & Nomination Committee
The functions of the Committee include recommendation of
appointments to the Board, evaluation of the performance of the
Managing Director & CEO and whole time Directors on predetermined
parameters, recommendation to the Board of the remuneration
(including performance bonus and perquisites) to whole time Directors,
approval of the policy for and quantum of bonus payable to the
members of the staff, framing of guidelines for the Employees Stock
Option Scheme and recommendation of grant of ICICI Bank stock
options to the employees and whole time Directors of ICICI Bank and
its subsidiary companies.
Composition of Committee
No. Of
Members 2008 2009 2010 2011 2012
05
Independent
Directors
05
Independent
Directors
04 Non-
executive
Directors
03
Independent
Directors
03
Independent
Directors
Source: Annual Reports of the selected private bank from the year 2008-2012
Comparative Study
150
Number of meetings during the year
No. Of
Meetings 2008 2009 2010 2011 2012
04 04 05 07 05
Source: Annual Reports of the selected private bank from the year 2008-2012
5.1.4 Remuneration policy
The Board Governance, Remuneration & Nomination Committee
determines and recommends to the Board the amount of remuneration,
including performance bonus and perquisites, payable to the whole
time Directors.
5.1.5 Corporate Social Responsibility Committee
The Board of Directors at its Meeting held on October 30, 2009
constituted the Corporate Social Responsibility Committee. The
Committee is empowered to review the corporate social responsibility
initiatives undertaken by the ICICI Group and the ICICI Foundation
for Inclusive Growth, make recommendations to the Board with
respect to the corporate social responsibility initiatives, policies and
practices of the ICICI Group and to review and implement, if required,
any other matter related to corporate social responsibility initiatives as
recommended/ suggested by RBI or any other body.
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151
Composition of Committee
No. Of
Members 2010 2011 2012
02 Independent
Directors+ CEO
03 Independent
Directors+ CEO
03 Independent
Directors + CEO
Source: Annual Reports of the selected private bank from the year 2010-2012
Number of meetings during the year
No. Of
Meetings 2010 2011 2012
01 02 02
Source: Annual Reports of the selected private bank from the year 2010-2012
5.1.6 Credit Committee
The functions of the Committee include review of developments in key
industrial sectors and approval of credit proposals as per authorisation
approved by the Board.
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152
Composition of Committee
No. Of
Members 2008 2009 2010 2011 2012
04
Independent
Directors
+CEO
04
Independent
Directors+
CEO
04
Independent
Directors+
CEO
03 Non-
Executive
Directors+
CEO
03
Independent
Directors+
CEO
Source: Annual Reports of the selected private bank from the year 2008-2012
Number of meetings during the year
No. Of
Meetings 2008 2009 2010 2011 2012
21 18 19 21 23
Source: Annual Reports of the selected private bank from the year 2008-2012
5.1.7 Customer Service Committee
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.
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153
Composition of Committee
No. Of
Members 2008 2009 2010 2011 2012
04
Independent
Directors
+CEO
04
Independent
Directors+
CEO
05 Non-
Executive
Directors+
CEO
03 Non-
Executive
Directors+
CEO
03
Independent
Directors+
CEO
Source: Annual Reports of the selected private bank from the year 2008-2012
Number of meetings during the year
No. Of
Meetings 2008 2009 2010 2011 2012
04 04 06 06 06
Source: Annual Reports of the selected private bank from the year 2008-2012
5.1.8 Fraud Monitoring Committee
The Committee monitors and reviews all frauds involving an amount
of 10 million and above so as to identify the systemic lacunae that
may have facilitated fraud and put in place measures to rectify the
same, identify the reasons for delay in detection, report to top
management of the Bank and RBI, monitor progress of investigation,
and recovery position, ensure that staff accountability is examined at
all levels in all the cases of frauds and review of efficacy of the
remedial action taken to prevent recurrence of frauds, such as
strengthening of internal controls and putting in place other measures
as may be considered relevant to strengthen preventive measures
against frauds.
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Composition of Committee
No. Of
Members 2008 2009 2010 2011 2012
05
Independent
Directors
05
Independent
Directors
05 Non-
Executive
Directors
06 Non-
Executive
Directors
06
Independent
Directors
Source: Annual Reports of the selected private bank from the year 2008-2012
Number of meetings during the year
No. Of
Meetings 2008 2009 2010 2011 2012
09 02 06 06 09
Source: Annual Reports of the selected private bank from the year 2008-2012
5.1.9 Information Technology Strategy Committee
The Board of Directors at its Meeting held on September 15-16, 2011
constituted Information Technology (IT) Strategy Committee effective
October 31, 2011. The Committee is empowered to approve IT
Strategy and policy documents, ensuring that IT strategy is aligned
with business strategy, reviewing IT risks, ensuring proper balance of
IT investments for sustaining the Bank’s growth, overseeing the
aggregate funding of IT at a Bank-level, and ascertaining if the
management has resources to ensure the proper management of IT
risks and reviewing contribution of IT to businesses.
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155
Composition of Committee
No. Of
Members 2012
03
Independent
Directors +
CEO
Source: Annual Reports of the selected private bank from the year 2012
Number of meetings during the year
No. Of
Meetings 2012
01
Source: Annual Reports of the selected private bank from the year 2012
5.1.10 Risk Committee
The Committee is empowered to review ICICI Bank’s risk
management policies in relation to various risks (credit, market,
liquidity, operational and reputation risks), investment policies and
strategy and regulatory and compliance issues. The Committee is also
empowered to review risk return profile of the Bank, capital adequacy
based on risk profile of the Bank’s balance sheet, Basel-II
implementation, business continuity plan and disaster recovery plan,
key risk indicators and significant risk exposures and implementation
of enterprise risk management.
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Composition of Committee
No. Of
Members 2008 2009 2010 2011 2012
04
Independent
Directors
+CEO
04
Independent
Directors+
CEO
05 Non-
Executive
Directors
+ CEO
05 Non-
Executive
Directors
_+ CEO
04
Independent
Directors +
CEO
Source: Annual Reports of the selected private bank from the year 2008-2012
Number of meetings during the year
No. Of
Meetings 2008 2009 2010 2011 2012
06 05 07 08 05
Source: Annual Reports of the selected private bank from the year 2008-2012
5.1.11 Share Transfer & Shareholders’/Investors’ Grievance
Committee
The functions and powers of the Committee include approval and
rejection of transfer or transmission of equity shares, preference shares,
bonds, debentures and securities, issue of duplicate certificates,
allotment of shares and securities issued from time to time, including
those under stock options, review of shareholders’ and investors’
complaints, delegation of authority for opening and operation of bank
accounts for payment of interest, dividend and redemption of securities
and the listing of securities on stock exchanges.
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Composition of Committee
No. Of
Members 2008 2009 2010 2011 2012
04
Independent
Directors
03
Independent
Directors
03
Independent
Directors
03
Independent
Directors
03
Independent
Directors
Source: Annual Reports of the selected private bank from the year 2008-2012
Number of meetings during the year
No. Of
Meetings 2008 2009 2010 2011 2012
12 05 04 05 04
Source: Annual Reports of the selected private bank from the year 2008-2012
5.1.12 Committee of Executive Directors
The powers of the Committee include approval/renewal of credit
proposals, restructuring and settlement as per the authorisation
approved by the Board, approval of detailed credit norms related to
individual business groups, approvals to facilitate introduction of new
products and product variants, programme lending within each
business segment and asset or liability category, including permissible
deviations.
The Committee also approves and reviews from time to time limits on
exposure to any group or individual company as well as approves
underwriting assistance to equity or equity linked issues and
subscription to equity shares or equity linked products or preference
shares. The Committee also exercises powers in relation to borrowing
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and treasury operations as approved by the Board, empowers officials
of the Bank or its Group Companies through execution of Power of
Attorney, if required under the Common Seal of the Bank and further
exercises powers in relation to premises and property related matters.
Composition of Committee
No. Of
Members 2008 2009 2010 2011 2012
05
Whole
time
Directors
05
Whole
time
Directors
04
Whole
time
Directors
04
Whole
time
Directors
04
Whole
time
Directors
Source: Annual Reports of the selected private bank from the year 2008-2012
5.2 Corporate Governance Practices in SBI- Introduction
State Bank of India has been committed to the best practices in the area
of Corporate Governance. The Bank states that good Corporate
Governance is complying with legal, regulatory requirements as well
as Good governance that facilitates effective management and control
of business, enables the Bank to maintain a high level of business
ethics and to enhance the value for all of its stakeholders. The
objectives of bank in relation to Corporate Governance have been
summarised below:
• To shield and enhance shareholder worth.
• To safeguard the interest of all other stakeholders such as customers,
employees and society at large.
• To ensure transparency and integrity in all the banking transactions.
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• To ensure answerability for performance and customer service for
achieving excellence.
• To provide corporate leadership of highest standard for others to
emulate.
5.2.1 Board of Directors
State Bank of India was formed in 1955 by an Act of the Parliament,
i.e., The State Bank of India Act, 1955 (Act). A Central Board of
Directors was constituted according to the Act. The Bank’s Central
Board draws its powers from and carries out its functions in
compliance with the provisions of SBI Act & Regulations 1955. Its
major roles include:
• Overseeing the risk profile of the Bank;
• Monitoring the integrity of its business and control mechanisms;
• Ensuring expert management, and
• Maximising the interests of its stakeholders
.
The Central Board is headed by the Chairman, appointed under section
19(a) of SBI Act; four Managing Directors are also appointed members
of the Board under section 19(b) of SBI Act. The Chairman and
Managing Directors are whole time Directors. As on 31st March 2012,
there were ten other directors on the Board including eminent
professionals representing Technology, Accountancy, Finance and
Economics. These included representatives of shareholders and staff of
the Bank, nominee officials of Govt. of India and Reserve Bank of
India and directors nominated by the Govt. under Section 19(d) of the
State Bank of India Act, 1955. Apart from the whole time Directors,
comprising Chairman and three Managing Directors, ten other
directors are part of Board.
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5.2.2 Executive Committee of the Central Board
The Executive Committee of the Central Board (ECCB) is constituted
in terms of Section 30 of the SBI Act, 1955. The State Bank of India
General Regulations (46 & 47) provides that, subject to the general or
special directions of the Central Board, ECCB may deal with any
matter within the competence of the Central Board. ECCB consists of
the Chairman, the Managing Directors, the Director nominated under
Section 19(f) of the SBI Act (Reserve Bank of India nominee), and all
or any of the other Directors who are normally residents or may for
the time being be present at any place within India where the meeting
is held . The ECCB meetings are held once every week.
Composition of Committee
No. Of
Members 2008 2009 2010 2011 2012
18
Members
15
Members
13
Members
15
Members
19
Members
Source: Annual Reports of the selected public bank from the year 2008-2012
Number of meetings during the year
No. Of
Meetings 2008 2009 2010 2011 2012
51 53 53 54 53
Source: Annual Reports of the selected public bank from the year 2008-2012
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5.2.3 Audit Committee
The Audit Committee of the Board (ACB) was constituted on 27th
July
1994 and last re-constituted on the 1st July 2011. The ACB functions as
per RBI guidelines and complies with the provisions of Clause 49 of
the Listing Agreement to the extent that they do not violate the
directives/guidelines issued by RBI.
Functions of ACB
• ACB provides direction as also oversees the operation of the
total audit function in the Bank. Total audit function implies the
organisation, operationalisation and quality control of internal
audit and inspection within the Bank, and follows up on the
statutory/external audit.
• ACB reviews the Bank’s financial, Risk Management, Audit
Policies and Accounting Systems of the Bank to ensure greater
transparency.
• ACB reviews the internal inspection/audit plan and functions in
the Bank – the system, its quality and effectiveness in terms of
follow-up
• It obtains and reviews reports from the Compliance Department
in the Bank.
• ACB follows up on all the issues raised in RBI’s Annual
Financial Inspection Reports under Section 35 of Banking
Regulation Act, 1949 and Long Form Audit Reports of the
Statutory Auditors and other Internal Audit Reports. It interacts
with the external auditors before the finalisation of the financial
accounts and reports.
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Composition of Committee
No. Of
Members 2008 2009 2010 2011 2012
2 Whole
time
Directors+2
Official
Directors+3
Non-
Executive
Directors
2 Whole
time
Directors+2
Official
Directors+3
Non-
Executive
Directors
2 Whole
time
Directors+2
Official
Directors+3
Non-
Executive
Directors
2 Whole
time
Directors+2
Official
Directors+3
Non-
Executive
Directors
2 Whole
time
Directors+2
Official
Directors+2
Non-
Executive
Directors
Source: Annual Reports of the selected public bank from the year 2008-2012
Number of meetings during the year
No. Of
Meetings 2008 2009 2010 2011 2012
09 09 08 11 09
Source: Annual Reports of the selected public bank from the year 2008-2012
5.2.4 Risk Management Committee
The Risk Management Committee of the Board (RMCB) was
constituted on the 23rd
March 2004, to oversee the policy and strategy
for integrated risk management relating to credit risk, market risk and
operational risk. The Committee was last reconstituted on the 1st July
2011. The Senior Managing Director is the Chairman of the
Committee. This committee meets every quarter.
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Composition of Committee
No. Of
Members 2008 2009 2010 2011 2012
3
Members+
Managing
Director
5
Members+
Managing
Director
5
Members+
Managing
Director
5 Members+
Managing
Director
4 Members+
Managing
Director
Source: Annual Reports of the selected public bank from the year 2008-2012
Number of meetings during the year
No. Of
Meetings 2008 2009 2010 2011 2012
04 04 04 04 04
Source: Annual Reports of the selected public bank from the year 2008-2012
5.2.5 Shareholders’/Investors’ Grievance Committee
Shareholders Grievance Committee of the Board (SIGC) was formed
on the 30th
January 2001 to look into the solution of shareholders and
investors complaints regarding transfer of shares, non-receipt of annual
report, and non-receipt of interest on bonds/declared dividends, etc.
The Committee was last reconstituted on the 1st July 2011 and is
chaired by a Non-Executive Director.
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164
Composition of Committee
No. Of
Members 2008 2009 2010 2011 2012
3 Members
+ Non-
Executive
Director
5 Members
+Non-
Executive
Director
5 Members
+ Non-
Executive
Director
5
Members
+ Non-
Executive
Director
5 Members
+Non-
Executive
Director
Source: Annual Reports of the selected public bank from the year 2008-2012
Number of meetings during the year
No. Of
Meetings 2008 2009 2010 2011 2012
04 04 04 04 04
Source: Annual Reports of the selected public bank from the year 2008-2012
5.2.6 Customer Service Committee
The Customer Service Committee of the Board (CSCB) was
constituted on the 26th
August 2004, to bring about ongoing
improvements on a continuous basis in the quality of customer service
provided by the Bank. The Committee was last reconstituted on the 1st
July 2011. The Senior Managing Director on the Committee is the
Chairman.
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Composition of Committee
No. Of
Members 2008 2009 2010 2011 2012
2 Members
+Managing
Director
5 Members
+Managing
Director
5 Members
+Managing
Director
5 Members
+Managing
Director
5 Members
+Managing
Director
Source: Annual Reports of the selected public bank from the year 2008-2012
Number of meetings during the year
No. Of
Meetings 2008 2009 2010 2011 2012
04 03 04 04 04
Source: Annual Reports of the selected public bank from the year 2008-2012
5.2.7 IT Strategy Committee of the Board
With a view to tracking the progress of the Bank’s IT initiatives, the
Bank’s Central Board constituted a Technology Committee of the
Board on 26th
August 2004. The Committee has played a strategic role
in the Bank’s technology domain. Based on RBI guidelines received
during the year, the Committee has been renamed as IT Strategy
Committee (ITSC) of the Board and has, as on 18th May 2012, five
members. The Committee is entrusted with the following roles and
responsibilities:
(i) Approving IT strategy and policy documents, ensuring that the
management has put an effective strategic planning process in place.
(ii) Ensuring that the IT Organisational structure complements the
business model and its direction.
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(iii) Ensuring IT investments represent a balance of risks and benefits
and that budgets are acceptable.
(iv) Evaluating effectiveness of management of IT risks and overseeing
the aggregate funding of IT at the Bank level.
(v) Reviewing IT performance measurement and contribution of IT to
businesses.
Composition of Committee
No. Of
Members 2008 2009 2010 2011 2012
2 Members +
Managing
Director
5 Members +
Managing
Director
5 Members
+Managing
Director
5 Members
+Managing
Director
4 Members
+ Non-
Executive
Director
Source: Annual Reports of the selected public bank from the year 2008-2012
Number of meetings during the year
No. Of
Meetings 2008 2009 2010 2011 2012
04 03 04 04 06
Source: Annual Reports of the selected public bank from the year 2008-2012
5.3 Analysis and Comparison of Corporate Governance
practices in ICICI Bank and SBI
Concept of Corporate Governance has equal importance in Public as
well as Private Sector Banks. Codes are explicitly defined for
Corporate Governance and reports are mentioned in annual reports,
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167
however only few of the banks adhere to it practically. Disclosures of
financial and non-financial data is one of the most essential aspects of
Corporate Governance but it has been found that only few banks are
disclosing appropriate information to all the related stakeholders.
5.3.1 Board of Directors
Board of Directors
As on 31st March
2012
ICICI Bank SBI
12 members 14 members
Composition of Board of Directors of both the banks is in accordance
with banking regulation act, companies act and standards of Corporate
Governance. And sufficient number of meetings has been conducted
by the board per year. Board of both the banks have representation of
managing directors, professionals and government officials.
5.3.2 Audit Committee
Audit Committee
As on 31st March
2012
ICICI Bank SBI
4 Independent
Directors
2 Whole time
Directors+ 2
Official Directors +
2 Non-Executive
Directors
Good Corporate Governance lay emphasises on inclusion of more
independent directors than whole time or official directors in any of the
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168
committees. Rather it is being preferred that maximum committees
should be headed by Independent directors. Audit Committee plays
indispensible role in efficient conduction of Bank’s working without
any fraudulent practices. Independence of auditors is very essential to
upkeep the standards of workings. ICICI Bank audit committee is only
comprised of independent directors which confirms it compliance with
Corporate Governance Code in far better way than SBI. Although there
has been presence of Non-executive directors on the Audit Committee
in SBI, but Independence of Directors is desired by Corporate
Governance Principles.
5.3.3 Executive Directors
Executive Directors
As on 31st March
2012
ICICI Bank SBI
4 Whole time
Directors
19 Members
Executive Directors are responsible for execution and implementation
of policies and strategies. Executive Directors have dominant position
and all strategic decisions are taken by Executive Directors in both the
Banks. Detailed information about members of the committee is not
mentioned in both the Banks.
5.3.4 Risk Management
ICICI Bank SBI
4 Independent
Directors + CEO
4 Members +
Managing Director
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169
RMCB has been constituted to oversee the policies and strategies for
integrated risk management relating to credit risk, market risk and
operational risk. Risk Management is one of the essential elements of
any banking corporation, because banks act as trustees for people hard-
earned money. Segregation and designation of constituting members is
not mentioned properly in SBI.
5.3.5 Customer Service
ICICI Bank SBI
3 Independent
Directors + CEO
5 Members+
Managing Director
CSCB is constituted to bring about ongoing improvements on a
continuous basis in the quality of customer service provided by the
bank. Customer Service committee has been working more actively in
Private Sector Bank than Public Sector Bank.
5.3.6 Shareholders’ and Investors’ Grievance
ICICI Bank SBI
3 Independent
Directors
5 Members + Non-
Executive Director
SIGCB has been formed to look into the redressal of shareholders and
investors complaints regarding transfer of shares, non-receipt of annual
report, non- receipt of interest on bonds/declared dividends. This
Committee has presence in both the Banks.
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170
5.4 Comparison on Corporate Governance Parameters
Corporate Governance
Parameters
ICICI Bank SBI
Statement of Company’s
philosophy on Corporate
Governance
Yes Yes
Structure and strength
of the Board
Board Composition
Board Size
Appropriate Appropriate
Disclosure: Financial
Disclosures/Non-
Financial Disclosures
Financial
Disclosures:
Appropriate
Non-Financial
Disclosures: Not
Appropriate
Financial
Disclosures:
Appropriate
Non-Financial
Disclosures: Not
Appropriate
Audit Committee Present Present
Remuneration
/Compensation Committee
Present Non Existing
Shareholders/Investors
Grievance Committee
Present Present
Health and Environment
Committee
Non Existing Non Existing
IT Strategy Committee Present Present
Nomination Committee Present Non Existing
Ethics and Compliance
Committee
Non Existing Non Existing
Whistle Blowing
Committee
Present Non Existing
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171
Risk Monitoring
Committee
Present Present
Means of communication • Bank’s
Website
• Press
Releases
• News
Papers
• Bank’s
Website
• Press
Releases
• News
Papers
Corporate Governance code for banking industry is very well-defined.
Annual reports of all the banks include code of Corporate Governance
as an inseparable part. However working procedures of some banks are
not strictly adhering to the code of Corporate Governance. Specific
operational committees have been formed under supervision of the
Board committee for focussing on critical areas.
These operational committees are generally headed by independent
Directors. Working of these committees along with board helps them
to focus on priority areas only. Sub-Committees constituted in Private
Sector Banks are more actively contributing than Public Sector Banks.
Annual reports of Public Sector Banks are not reflecting detailed
information of their constituent members which is one of the basic
requirements for Corporate Governance.