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ICICI Bank Ltd
Industry : Banks - Private Sector
BSE Code:532174NSE Symbol:ICICIBANKP/E :23.75
ISIN Demat:INE090A01021Div & Yield %:0.57EPS :36.83
Book Value:250.4646812Market Cap (Rs.Cr):608729.12Face Value :2

Your Directors have pleasure in presenting the Twenty-Eighth Annual Report of ICICI Bank Limited (ICICI Bank/the Bank) along with the audited financial statements for the year ended March 31, 2022.

FINANCIAL HIGHLIGHTS

The financial performance for fiscal 2022 is summarised in the following table:

Rs in billion, except percentages Fiscal 2021 Fiscal 2022 % change
Net interest income and non-interest income 529.12 650.80 23.0%
Operating expenses 215.61 267.33 24.0%
Core operating profit 313.51 383.47 22.3%
Treasury income 50.461 9.03 (82.1)%
Operating profit 363.97 392.50 7.8%
Provisions & contingencies (excluding tax) 162.14 86.41 (46.7)%
Profit before tax 201.83 306.09 51.7%
Profit after tax 161.93 233.39 44.1%

1 Includes profit of Rs 36.70 billion from sale of shareholding in subsidiaries in fiscal 2021.

Rs in billion, except percentages Fiscal 2021 Fiscal 2022 % change
Consolidated profit before tax and minority interest 260.28 349.96 34.5%
Consolidated profit after tax and minority interest 183.84 251.10 36.6%

APPROPRIATIONS

The profit after tax of the Bank for fiscal 2022 is Rs 233.39 billion after provisions and contingencies of Rs 159.11 billion (including provision for taxes of Rs 72.69 billion). The accumulated profit is Rs 543.48 billion, taking into account the balance of Rs 310.09 billion brought forward from the previous year. Your Bank has a consistent dividend payment history. Your Bank's dividend policy is based on the profitability and key financial metrics, capital position and requirements, and the regulations pertaining to the payment of dividend. The Board of Directors has recommended a dividend of Rs 5.00 per equity share for the year ended March 31, 2022 and has appropriated the disposable profit as follows:

Rs in billion Fiscal 2021 Fiscal 2022
To Statutory Reserve, making in all Rs 356.04 billion 40.48 58.35
To Special Reserve created and maintained in terms of Section 36(1)(viii) of the Income Tax Act, 1961, making in all Rs 128.84 billion 10.90 15.00
To Capital Reserve, making in all Rs 149.54 billion 1.30 15.741
To Investment Fluctuation Reserve, making in all Rs 20.71 billion2 (2.49)3 3.83
To Revenue and other reserves, making in all Rs 57.27 billion 14.924 0.00
Dividend paid on equity shares5 - 13.85
Leaving balance to be carried forward to the next year 310.09 436.71

1 The Bank had shifted certain securities from held-to-maturity (HTM) category to available-for-sale (AFS) category on May 3, 2017. RBI through its order dated May 3, 2021 directed the Bank to appropriate the net profit made on sale of these investments during fiscal 2018 to Capital Reserve. Accordingly, during Q1-2022, the Bank transferred an amount of '15.09 billion from Balance in Profit and Loss account to Capital Reserve.

2 Represents an amount transferred to Investment Fluctuation Reserve (IFR) from disposable profit. As per the RBI guidelines, an amount not less than the lower of net profit on sale of AFS and held-for-trading (HFT) category investments during the year or net profit for the year less mandatory appropriations is required to be transferred to IFR, until the amount of IFR is at least 2% of the HFT and AFS portfolio. The Bank can draw down balance available in IFR in excess of 2% of its AFS and HFT portfolio.

3 Represents transfer from IFR to Balance in Profit & Loss Account.

4 Includes transfer of accumulated balance amounting to Rs 0.08 billion maintained in Reserve Fund under Sri Lankan Banking Act No. 30 of 1988 to Balance in Profit & Loss account due to closure of the Branch.

5 Represent dividend declared for previous financial year and paid in current financial year. RBI through its circular on 'Declaration of dividends by banks (Revised)' had directed that banks shall not make any dividend payment on equity shares from the profits pertaining to fiscal 2020. Accordingly, the Bank did not declare any dividend for fiscal 2020.

The Bank prepares its financial statements in accordance with the applicable accounting standards, RBI guidelines and other applicable laws/regulations. RBI, under its risk- based supervision exercise, carries out the risk assessment of the Bank on an annual basis. This assessment is initiated subsequent to the finalisation, completion of audit and publication of audited financial statements for a financial year and typically occurs a few months after the financial year-end. As a part of this assessment, RBI separately reviews asset classification and provisioning of credit facilities given by the Bank to its borrowers. The divergences, if any, in classification or provisioning arising out of the supervisory process are given effect to in the financial statements in subsequent periods after conclusion of the exercise.

In terms of the RBI circular no. DBR.BP.BC. No.32/21.04.018/2018-19 dated April 1, 2019, banks are required to disclose the divergences in asset classification and provisioning consequent to RBI's annual supervisory process in their notes to accounts to the financial statements, wherever either (a) the additional provisioning requirements assessed by RBI exceed 10% of the reported net profits before provisions and contingencies or (b) the additional gross NPAs identified by RBI exceed 15% of the published incremental gross NPAs for the reference period, or both. Based on the condition mentioned in RBI circular, no disclosure on divergence in asset classification and provisioning for NPAs is required with respect to RBI's supervisory process for fiscal 2021.

SHARE CAPITAL

During the year under review, the Bank allotted 32,778,988 equity shares of Rs 2.00 each pursuant to exercise of stock options under the Employee Stock Option Scheme. For details refer to Schedule 1 of the financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11) of the Companies Act, 2013, the provisions of Section 186 of the Companies Act, 2013, except sub-section (1), do not apply to a loan made, guarantee given or security provided by a banking company in the ordinary course of business. The particulars of investments made by the Bank are disclosed in Schedule 8 of the financial statements as per the applicable provisions of the Banking Regulation Act, 1949.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the year under review, ICICI Lombard General Insurance Company Limited ceased to be a subsidiary and became an associate of the Bank. The Bank does not have any joint venture company. As at March 31, 2022, your Bank had following subsidiaries (15) and associate (9) companies:

Name of the Subsidiary Company % of shares held
ICICI Bank UK PLC 100
ICICI Bank Canada 100
ICICI Securities Limited 74.89
ICICI Securities Holdings, Inc.1 100
ICICI Securities, Inc.2 100
ICICI Securities Primary Dealership Limited 100
ICICI Venture Funds Management Company Limited 100
ICICI Home Finance Company Limited 100
ICICI Trusteeship Services Limited 100
ICICI Investment Management Company Limited 100
ICICI International Limited 100
ICICI Prudential Pension Funds Management Company Limited3 100
ICICI Prudential Life Insurance Company Limited 51.32
ICICI Prudential Asset Management Company Limited 51.00
ICICI Prudential Trust Limited 50.80

1 ICICI Securities Holdings, Inc. is a wholly owned subsidiary of ICICI Securities Limited.

2 ICICI Securities, Inc. is a wholly owned subsidiary of ICICI Securities Holdings, Inc.

3 ICICI Prudential Pension Funds Management Company Limited is a wholly owned subsidiary of ICICI Prudential Life Insurance Company Limited.

ICICI Lombard General Insurance Company Limited 48.04
I-Process Services (India) Private Limited 19.00
NIIT Institute of Finance Banking and Insurance Training Limited 18.79
ICICI Merchant Services Private Limited 19.01
India Infradebt Limited 42.33
Arteria Technologies Private Limited 19.98
Rajasthan Asset Management Company Private Limited1 24.30
OTC Exchange of India1 20.00
Falcon Tyres Limited1 26.39

 

1 These companies are not considered as associates in the financial statements, in accordance with the provisions of AS 23 on 'Accounting for Investments in Associates in Consolidated Financial Statements'.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

The performance of subsidiaries and associates and their contribution to the overall performance of the Bank as on March 31, 2022 is given in "Consolidated Financial Statements of ICICI Bank Limited - Schedule 18 - Note 12 - Additional information to consolidated accounts" of this Annual Report. A summary of key financials of the Bank's subsidiaries is also given in "Statement Pursuant to Section 129 of the Companies Act, 2013" of this Annual Report.

The highlights of the performance of key subsidiaries are given as a part of Management's Discussion & Analysis under the section "Consolidated financials as per Indian GAAP".

The Bank will make available separate audited financial statements of the subsidiaries to any Member upon request. These documents/details will be available on the Bank's website at https://www.icicibank.com/aboutus/ annual.html and will also be available for inspection by any Member or trustee of the holder of any debentures of the Bank. As required by Accounting Standard 21 (AS-21) issued by the Institute of Chartered Accountants of India, the Bank's consolidated financial statements included in this Annual Report incorporate the accounts of its subsidiaries and other consolidating entities.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

There are no significant and/or material orders passed by the regulators or courts or tribunals impacting the going concern status or future operations of the Bank.

UPDATE ON COVID-19

The Covid-19 pandemic resulted in a nation-wide lockdown in India in April-May 2020, which substantially impacted economic activity. The subsequent easing of lockdown measures led to gradual improvement in economic activity and progress towards normalcy from the second half of fiscal 2021. The second wave of the Covid-19 pandemic in April-May 2021 led to the re-imposition of localised/ regional lockdown measures in various parts of the country. The lockdown measures were lifted gradually, as the second wave subsided from June 2021 onwards. The impact of the third wave of Covid-19 pandemic in December 2021-January 2022 was mild, though it had led to re-imposition of some localised/regional restrictive measures. During fiscal 2022, there was significant progress in the vaccination programme, with 1.84 billion vaccine doses administered till March 31, 2022, including 23 million precautionary doses. Currently, while the number of new Covid-19 cases have reduced significantly and the Government of India has withdrawn most of the Covid-19 related restrictions, the future trajectory of the pandemic may have an impact on the results of the Bank and the Group.

In these challenging times, the Bank's employees have shown strong resilience and the ability to adapt to changing circumstances. The health and well-being of employees and customers was of utmost importance to the Bank. A focused programme to vaccinate all employees and their dependent family members was undertaken by the Bank in association with hospital partners during fiscal 2022. Additionally, for small district and hub locations, local tie-ups for an in-hospital vaccination drive were also established. The planned drives included not just ICICI Bank employees and their dependents, but also service partners including security guards and IT support personnel.

The Bank continues to see opportunities to grow and strengthen its franchise. A range of digital products and services were launched during fiscal 2022. The Bank launched 'ICICI STACK for Corporates' which offers comprehensive solutions to corporates and their ecosystem comprising channel partners, dealers, vendors, employees and other stakeholders. The Bank introduced "Merchant STACK" which offers an array of banking and value-added services to retailers, online businesses and large e-commerce firms. InstaBIZ, the Bank's mobile banking app for small and medium enterprise customers, was made interoperable, that is, all benefits of the app are now available to all merchants including those who do not have a current account with the Bank. Further, through the InstaBIZ app, non-ICICI Bank account holders can avail instant sanction of overdraft facility and instant opening of current account digitally through video KYC. There was a significant increase in adoption of iMobile Pay from customers who do not have an account with the Bank.

As part of corporate social responsibility (CSR) initiatives, the Bank focussed on strengthening the health infrastructure at hospitals by providing equipment and machines and other health amenities. The Bank and ICICI Foundation worked extensively in supporting the efforts to fight against the pandemic, and spent an amount of Rs 1.00 billion during fiscal 2022.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE BANK

There are no material changes and commitments affecting the financial position of the Bank which have occurred between the end of the financial year of the Bank to which the financial statements relate and the date of this Report. For the impact of Covid-19 on the performance of the Bank and the Group, refer "note no. 56 of schedule 18 - Notes forming part of the accounts" of financial statements of the Bank and "note no. 17 of schedule 18 - Notes forming part of the accounts" of consolidated financial statements of the Bank.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Changes in the composition of the Board of Directors and other Key Managerial Personnel

The Board at its Meeting held on January 22, 2022 approved the appointment of Vibha Paul Rishi as an Additional (Independent) Director for a period of five years with effect from January 23, 2022 subject to the approval of Members. The Members through postal ballot on March 27, 2022 approved the appointment of Vibha Paul Rishi as an Independent Director for a term of five consecutive years commencing from January 23, 2022 to January 22, 2027.

Lalit Kumar Chandel ceased to be the Government Nominee Director on the Board of the Bank consequent to withdrawal of nomination by the Government of India through its notification dated August 18, 2021.

Rama Bijapurkar ceased to be a Non-Executive/Independent Director of the Bank with effect from January 23, 2022. The resignation letter of Rama Bijapurkar with reason and her confirmation that there is no other material reason for her resignation is available on the website of the stock exchanges and on the website of the Bank at https://www.icicibank.com/managed-assets/docs/about- us/2022/disclosure/Resignation-of-Director-Disclosure-dtd-21-Jan-22.pdf.

Vishakha Mulye stepped down from her position as an Executive Director with effect from May 31, 2022 consequent to her decision to pursue career opportunities outside the ICICI Group.

The Board acknowledges the valuable contribution and guidance provided by the Directors.

The Members at the last Annual General Meeting (AGM) held on August 20, 2021 approved the re-appointment of Anup Bagchi as Wholetime Director (designated as Executive Director) for a period of five years or date of retirement, whichever is earlier, effective from February 1, 2022, subject to the approval of Reserve Bank of India (RBI). RBI through its letter dated January 6, 2022 approved the re-appointment of Anup Bagchi as an Executive Director of the Bank for a period of three years with effect from February 1, 2022.

The Board at its Meeting held on April 23, 2022 based on the recommendations of the Board Governance, Remuneration & Nomination Committee approved the appointment of Rakesh Jha, as a Wholetime Director (designated as Executive Director) of the Bank for a period of five years effective from May 1, 2022 or the date of approval of his appointment by RBI, whichever is later. The said appointment is also subject to the approval of Members. Approval of the Members is being sought for Rakesh Jha's appointment for five years in the Notice of the forthcoming AGM through item nos. 9 and 10.

Rakesh Jha ceased to be the Group Chief Financial Officer and Key Managerial Personnel of the Bank effective May 1, 2022. The Board at its Meeting held on April 23, 2022 approved the appointment of Anindya Banerjee as the Group Chief Financial Officer and Key Managerial Personnel of the Bank with effect from May 1, 2022.

The Board at its Meeting held on June 28, 2022 based on the recommendations of the Board Governance, Remuneration & Nomination Committee approved the following:

(a) Re-appointment of Neelam Dhawan as an Independent Director of the Bank for a second term commencing from January 12, 2023 to January 11, 2026, subject to the approval of Members.

(b) Re-appointment of Uday Chitale as an Independent Director of the Bank for a second term commencing from January 17, 2023 to October 19, 2024, subject to the approval of Members.

(c) Re-appointment of Radhakrishnan Nair as an Independent Director of the Bank for a second term commencing from May 2, 2023 to May 1, 2026, subject to the approval of Members.

The resolutions for the above re-appointments are being proposed in the Notice of the forthcoming AGM through item nos. 6 to 8.

As on the date of this report, in terms of Section 203(1) of the Companies Act, 2013, Sandeep Bakhshi, Managing Director & CEO, Anup Bagchi, Executive Director, Sandeep Batra, Executive Director, Anindya Banerjee, Group Chief Financial Officer and Ranganath Athreya, Company Secretary are the Key Managerial Personnel of the Bank.

Declaration of Independence

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 as amended (the Act) and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (SEBI Listing Regulations) which have been relied on by the Bank and were placed at the Board Meeting held on April 23, 2022. In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Act and the SEBI Listing Regulations and are independent of the Management.

Retirement by rotation

In terms of Section 152 of the Companies Act, 2013, Sandeep Batra would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Sandeep Batra has offered himself for re-appointment.

AUDITORS

Statutory Auditors

At the Annual General Meeting (AGM) held on August 20, 2021, the Members approved the appointment of M/s M S K A & Associates, Chartered Accountants (hereinafter referred to as M S K A & Associates) and M/s KKC & Associates LLP, Chartered Accountants (formerly M/s Khimji Kunverji & Co LLP), (hereinafter referred to as KKC & Associates LLP), as the joint statutory auditors to hold office from the conclusion of the Twenty-Seventh AGM till the conclusion of the Twenty-Eighth AGM. As per the Reserve Bank of India (RBI) guidelines, the joint statutory auditors of the banking companies are allowed to continue for a period of three years, subject to fulfilling the prescribed eligibility norms. Accordingly, M S K A & Associates and KKC & Associates LLP, would be eligible for reappointment at the conclusion of the forthcoming AGM. As recommended by the Audit Committee, the Board has proposed the re-appointment of M S K A & Associates and KKC & Associates LLP, as the joint statutory auditors for the year ending March 31, 2023 (fiscal 2023). M S K A & Associates and KKC & Associates LLP, will hold office from the conclusion of the forthcoming AGM till the conclusion of Twenty-Ninth AGM, subject to the approval of the Members of the Bank and regulatory approvals as may be necessary or required. The re-appointment of the joint statutory auditors is proposed to the Members in the Notice of the forthcoming AGM through item nos. 4 and 5.

There are no qualifications, reservation or adverse remarks made by the joint statutory auditors in the audit report.

Secretarial Auditors

The Board appointed M/s Parikh Parekh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Bank for fiscal 2022. The Secretarial Audit Report is annexed herewith as Annexure A. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge of their professional obligation.

The Annual Secretarial Compliance Report for fiscal 2022 is available on the website of the Bank at https://www.icicibank.com/aboutus/disclosures-to-stock- exchanges.page?#toptitle and on the websites of the stock exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com.

Maintenance of Cost Records

Being a banking company, the Bank is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

Reporting of Frauds by Auditors

During the year under review, there were no instances of fraud reported by the statutory auditors, branch auditors and secretarial auditor under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

PERSONNEL

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the annual report and the financial statements are being sent to the Members excluding the aforesaid Annexure. The Annexure is available for inspection and any Member interested in obtaining a copy of the Annexure may write to the Company Secretary of the Bank.

INTERNAL CONTROL AND ITS ADEQUACY

The Bank has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Bank has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT, 1999

The Bank has obtained a certificate from its statutory auditors that it is in compliance with the Foreign Exchange Management Act, 1999 provisions with respect to investments made in its consolidated subsidiaries and associates during fiscal 2022.

RELATED PARTY TRANSACTIONS

The Bank has a Board-approved Group Arm's Length Policy which requires transactions with the group companies to be at arm's length. All the related party transactions between the Bank and its related parties, entered during the year ended March 31, 2022, were on arm's length basis and were in the ordinary course of business.

There were no related party transactions to be reported under Section 188(1) of the Companies Act 2013, in Form No. AOC-2, pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014.

All related party transactions as required under Accounting Standard AS-18 are reported in note no. 46 of schedule 18 - Notes to Accounts of standalone financial statements and note no. 2 of schedule 18 - Notes to Accounts of consolidated financial statements of the Bank.

During the year, the Related Party Transactions Policy of the Bank was amended to align with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021. The Board-approved amended Policy effective from April 1,2022 is disclosed on the website of the Bank and can be viewed at (https://www.icicibank.com/aboutus/other- policies.page?#toptitle).

ANNUAL RETURN

The Annual Return in Form No. MGT-7 will be hosted on the website of the Bank at (https://www.icicibank.com/ aboutus/annual.html).

BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Report as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 will be hosted on the Bank's website at (https://www.icicibank.com/aboutus/annual.html). Any Member interested in obtaining a copy of the Report may write to the Company Secretary of the Bank.

The Bank has been releasing the Environmental, Social and Governance Report since fiscal 2020. The report for fiscal 2022 will be hosted on the Bank's website at (https:// www.icicibank.com/aboutus/annual.html).

INTEGRATED REPORTING

The Bank has adopted the principles of the International Integrated Reporting Framework as developed by the International Integrated Reporting Council (IIRC) in its Annual Report since fiscal 2019. For accessing the Report for fiscal 2022, please refer to the Integrated Report section of the Annual Report 2021-22.

RISK MANAGEMENT FRAMEWORK

The Bank's risk management framework is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The Board of Directors has oversight on all the risks assumed by the Bank. Specific Committees have been constituted to facilitate focused oversight of various risks, as follows:

• The Risk Committee of the Board inter alia reviews risk management policies of the Bank pertaining to credit, market, liquidity, operational and outsourcing risks and business continuity management. The Committee also reviews the Risk Appetite and Enterprise Risk Management frameworks, Internal Capital Adequacy Assessment Process (ICAAP) and stress testing. The stress testing framework includes a range of Bank-specific market (systemic) and combined scenarios. The ICAAP exercise covers the domestic and overseas operations of the Bank, banking subsidiaries and non-banking subsidiaries. The Committee reviews setting up of limits on any industry or country, migration to the advanced approaches under Basel II and implementation of Basel Ill and the activities of the Asset Liability Management Committee. The Committee reviews the level and direction of major risks pertaining to credit, market, liquidity, operationaI, reputation, technology, information security, compliance, group and capital at risk as a part of the risk dashboard. In addition, the Committee has oversight on risks of subsidiaries covered under the Group Risk Management Framework. The Risk Committee also reviews the Liquidity Contingency Plan for the Bank and the various thresholds set out in the Plan.

• The Credit Committee of the Board, apart from sanctioning credit proposals based on the Bank's credit approval authorisation framework, reviews developments in key industrial sectors (along with exposure to these sectors), the Bank's exposure to large borrower accounts and borrower groups. The Credit Committee also reviews major credit portfolios, non-performing loans, accounts under watch, overdues, incremental sanctions etc.

• The Audit Committee of the Board provides direction to and monitors the quality of the internal audit function, oversees the financial reporting process and also monitors compliance with inspection and audit reports of RBI, other regulators and statutory auditors.

• The Asset Liability Management Committee provides guidance for management of liquidity of the overall Bank and management of interest rate risk in the banking book within the broad parameters laid down by the Board of Directors/Risk Committee.

Summaries of reviews conducted by these Committees are reported to the Board on a regular basis.

Policies approved from time to time by the Board of Directors/Committees of the Board form the governing framework for each type of risk. The business activities are undertaken within this policy framework. Independent groups and subgroups have been constituted across the Bank to facilitate independent evaluation, monitoring and reporting of various risks. These groups function independently of the business groups/subgroups.

The Bank has dedicated groups, namely, the Risk Management Group, Compliance Group, Corporate Legal Group, Internal Audit Group and the Financial Crime Prevention & Reputation Risk Management Group, with a mandate to identify, assess and monitor all of the Bank's principal risks in accordance with well-defined policies and procedures. The Risk Management Group is further organised into Credit Risk Management Group, Market Risk Management Group, Operational Risk Management Group and Information Security Group. The Chief Risk Officer (CRO) reports to the Risk Committee constituted by the Board which reviews risk management policies of the Bank. The CRO for administrative purposes reports to an Executive Director in the Bank. The above mentioned groups are independent of all business operations and coordinate with representatives of the business units to implement the Bank's risk management policies and methodologies.

The Internal Audit Group acts as an independent entity and is responsible to evaluate and provide objective assurance on the effectiveness of internal controls, risk management and governance processes within the Bank and suggest improvements. The Internal Audit Group maintains appropriately qualified personnel to fulfill its responsibilities. The Internal Audit and Compliance groups are responsible to the Audit Committee of the Board.

INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Bank has a policy against sexual harassment and a formal process for dealing with complaints of harassment or discrimination. The said policy is in line with the requirements of 'The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013'. The Bank has complied with provisions relating to the constitution of Internal Committee under the said Act.

The details pertaining to number of complaints during the year has been provided below:

a. number of complaints filed during the financial year: 46

b. number of complaints disposed of during the financial year: 46

c. number of complaints pending1 at end of the financial year: Nil

 

1 All complaints received during fiscal 2022 have been closed within the applicable turnaround time (90 days).

CORPORATE GOVERNANCE

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.

I. 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

I n 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-policies. page?#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 Rs 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 Rs1-2
Audit 65,940,000
Certification and other audit related services 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 Rs 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 Director Areas of expertise
Girish Chandra Chaturvedi Agriculture and rural economy, 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
Name of Director Areas of expertise
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 Nair Accountancy, Agriculture and Rural 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, Agriculture and rural economy, Economics, Finance, Information Technology, Human Resources, Risk Management, Business Management
Sandeep Bakhshi Banking, Finance, Business 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 medium term notes Baa3 BBB- -
Senior unsecured medium term notes issued under Tokyo pro-bond BBB+*
Certificate of Deposits P-3 - -

Rupee denominated instruments issued by the Bank

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

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.

#CGStart#

CORPORATE GOVERNANCE

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)

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

2 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.

3 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:

II. 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

III. 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

Po/icy/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 Rs 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 MD & CEO and wholetime Directors.

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

Details of Remuneration (Rs)

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 perquisites13 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 2021 394,850 305,350 305,350 305,350

1 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.

2 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 stipulations.

3 Allowances and perquisites exclude perquisites of previous years stock options exercised during fiscal 2022

4 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 Rs 3,234,810 and Rs 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 Rs 100,000 as sitting fee for each Meeting of the Board, Audit Committee, Credit Committee and Risk Committee and Rs 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 (Rs)

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 Bijapurkar2 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 Rishi3 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 NonExecutive Directors (other than Government Nominee Director) from Rs 50,000 to Rs 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 Rs 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

(A) Qualitative Disclosures

a) 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.

b) 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.

o 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.

c) 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.

d) 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.

e) 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 Rs 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.

f) 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 levels.

(B) 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 Takers.

Rs 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 year1 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
Fixed2 (amount in million) 1041.0 1216.3
Variable3 (amount in million) 165.3 426.1
- Deferred (amount in million) - 211.1
- Non-deferred (amount in million) 165.3 215.0
Share-linked instruments3 (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 instruments4 (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 instruments5 (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 adjustments6 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 exercised6 - -
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 bank7 704,035 755,429
Deviation- MD & CEO8 3,455,855 59,094,291
Deviation- WTD18 50,085,768 54,049,788
Deviation- WTD28 47,547,650 54,788,776
Deviation- WTD38 46,536,300 51,573,500

1 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

2 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.

3 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

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

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

6 Excludes Rs 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.

7 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.

8 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.

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

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

(iii) 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%.

(iv) 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.

(v) 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%.

(vi) Affirmation that the remuneration is as per the remuneration policy of the Company.

Yes

Notes:

1 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 payout 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.

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

IV. 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.

V. 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.

VI. 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

VII. Fraud Monitoring Committee Terms of Reference

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

VIII. 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

IX. 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

X. 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.

XI. 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.

XII. 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.

XIII. 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.

XIV. 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 3:00 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, August 14, 2020 • Re-appointment of Girish Chandra Chaturvedi (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, August 9, 2019 • Alterations to Memorandum of Association
• 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:

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

XV. 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:

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

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

iii. 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 Rs 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 nonmaintenance of minimum balance in savings bank accounts' dated November 20, 2014. The Bank was levying charge of Rs 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 nonmaintenance 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.

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

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), 1st 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
High Rs Low Rs Volume High Rs Low Rs Volume BSE and NSE
April-21 621.25 538.40 23,400,530 621.45 538.55 542,322,720 565,723,250
May-21 662.20 591.55 15,025,683 662.75 591.55 332,116,990 347,142,673
June-21 650.25 624.55 11,375,527 650.30 624.70 271,263,271 282,638,798
July-21 687.40 630.65 12,401,300 687.50 630.85 261,916,202 274,317,502
August-21 718.85 680.40 5,626,175 719.05 680.70 253,046,942 258,673,117
September-21 729.90 700.80 26,596,031 730.00 700.85 206,095,846 232,691,877
October-21 841.05 690.05 17,928,656 841.70 689.50 327,331,220 345,259,876
November-21 804.45 714.30 8,345,584 803.90 714.35 295,114,733 303,460,317
December-21 758.85 710.05 19,769,454 758.65 709.55 348,365,793 368,135,247
January-22 824.40 764.75 9,121,650 824.70 764.70 279,251,169 288,372,819
February-22 813.80 707.25 14,498,963 813.75 707.40 288,255,231 302,754,194
March-22 730.25 652.35 13,499,122 730.90 653.75 423,463,671 436,962,793
Fiscal 2022 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, 2nd 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, 1st Floor Puttanna Road, Basavanagudi Bengaluru 560 004

Kolkata:

KFin Technologies Limited 2/1 Russel Street, 4th 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 IDBI Trusteeship Services Limited
The Ruby, 2nd Floor, SW 29 Asian Building, Ground Floor
Senapati Bapat Marg 17, R Kamani Marg
Dadar West, Mumbai 400 028 Ballard Estate, Mumbai 400 001
Tel. No.: +91-22-2425 5202 Tel. No.: +91-22-4080 7001
debenturetrustee@axistrustee.com 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=nlicmsCONTACTUScustomer 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 Rs 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.

COMPLIANCE CERTIFICATE OF THE AUDITORS

ICICI Bank has annexed to this Report, a certificate obtained from the statutory auditors regarding compliance of conditions of Corporate Governance as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EMPLOYEE STOCK OPTION SCHEME

The Bank has an Employee Stock Option Scheme (ESOS/ Scheme) which was instituted in fiscal 2000 to enable the employees and wholetime Directors of ICICI Bank and its subsidiaries to participate in future growth and financial success of the Bank. The ESOS aims at achieving the twin objectives of aligning employee interest to that of the shareholders and retention. Through employee stock option grants, the Bank seeks to foster a culture of long-term sustainable value creation. The Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the SEBI SBEB & SE Regulations). Pursuant to the SEBI SBEB & SE Regulations, options are granted by the Board Governance, Remuneration & Nomination Committee and noted by the Board.

The Scheme was initially approved by the Members at their meeting held on February 21, 2000 and amended from time to time.

The Bank has upto March 31,2022 granted 590.42 million stock options from time to time aggregating to 8.50% of the issued equity capital of the Bank at March 31, 2022. As per the ESOS, as amended from time to time, the maximum number of options granted to any employee/ Director in a year is limited to 0.05% of ICICI Bank's issued equity shares at the time of the grant, and the aggregate of all such options is limited to 10% of ICICI Bank's issued equity shares on the date of the grant (equivalent to 694.88 million shares of face value Rs 2.00 each at March 31,2022).

Particulars of options granted by ICICI Bank as on March 31, 2022 are given below:

Number of options outstanding at the beginning of the year 246,590,9721
Number of options granted during the year 25,550,350
Number of options forfeited/lapsed during the year 2,164,335
Number of options vested during the year 32,901,210
Number of options exercised during the year 32,778,988
Number of shares arising as a result of exercise of options 32,778,988
Money realised by exercise of options during the year (?) 7,979,763,506
Number of options outstanding at the end of the year 237,197,999
Number of options exercisable at the end of the year 177,170,739

1 Number of options outstanding at the beginning of year includes options for May 2019 grant pertaining to wholetime Directors of subsidiary company adjusted post regulatory approvals

Till March 31, 2021, the Bank recognised cost of stock options granted under ESOS, using intrinsic value method. Pursuant to RBI clarification dated August 30, 2021, the cost of stock options granted after March 31, 2021 is recognised based on fair value method. The cost of stock options granted up to March 31, 2021 continues to be recognised on intrinsic value method. The Bank uses Black-Scholes model to fair value the options on the grant date and the inputs used in the valuation model include assumptions such as the expected life of the share option, volatility, risk free rate and dividend yield. The diluted earnings per share (EPS) pursuant to issue of shares on exercise of options calculated in accordance with Accounting Standard 20 (AS-20) for the year ended March 31, 2022 was Rs 32.98 compared to basic EPS of Rs 33.66.

The following table sets forth, for the periods indicated, the key assumptions used to estimate the fair value of options granted.

Particulars Year ended March 31, 2021 Year ended March 31, 2022
Risk-free interest rate 4.83% to 5.74% 5.34% to 6.53%
Expected life 3.45 to 5.45 years 3.55 to 5.55 years
Expected volatility 35.19% to 37.31% 35.38% to 39.41%
Expected dividend yield 0.26% to 0.30% 0.18% to 0.30%

The weighted average fair value, based on Black-Scholes model, of options granted during the year ended March 31, 2022 was Rs 227.75 (year ended March 31, 2021: Rs 125.44) and the weighted average exercise price of options granted during the year ended March 31,2022 was Rs 570.43 (year ended March 31, 2021: Rs 337.73).

Risk free interest rates over the expected term of the option are based on the government securities yield in effect at the time of the grant. The expected term of an option is estimated based on the vesting term as well as expected exercise behavior of the employees who receive the option. Expected exercise behavior is estimated based on the historical stock option exercise pattern of the Bank. Expected volatility during the estimated expected term of the option is based on historical volatility determined based on observed market prices of the Bank's publicly traded equity shares. Expected dividends during the estimated expected term of the option are based on recent dividend activity.

The detailed disclosures as stipulated under Regulation 14 of the SEBI SBEB & SE Regulations will be hosted on the website of the Bank at (https://www.icicibank.com/ aboutus/other-policies.page?#toptitle).

ICICI BANK EMPLOYEES STOCK UNIT SCHEME - 2022 (SCHEME 2022)

The Board of Directors at its Meeting held on June 28, 2022, approved the adoption of Scheme 2022, subject to the approval of Members. Approval of the Members is being sought for the said Scheme 2022 in the Notice of the forthcoming AGM through item nos. 23 and 24.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Bank has undertaken various initiatives for energy conservation at its premises. A detailed write up is given in the Environmental, Social and Governance Report of fiscal 2022 which will be available on the website of the Bank at (https://www.icicibank.com/ aboutus/annual.html) and in the Environmental Sustainability chapter in the Integrated Report section of the Annual Report for fiscal 2022. The Bank has used information technology extensively in its operations; for details refer to the chapter Our Business Strategy in the Integrated Report section of the Annual Report for fiscal 2022.

SECRETARIAL STANDARDS

Your Bank is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) for the financial year ended March 31, 2022.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed, along with proper explanation relating to material departures;

2. that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year and of the profit of the Bank for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Banking

Regulation Act, 1949 and the Companies Act, 2013 for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities;

4. that they have prepared the annual accounts on a going concern basis;

5. that they have laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and were operating effectively; and

6. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

ICICI Bank is grateful to the Government of India, Reserve Bank of India, Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India and overseas regulators for their continued co-operation, support and guidance. ICICI Bank wishes to thank its investors, the domestic and international banking community, rating agencies, depositories and stock exchanges for their support.

ICICI Bank would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation to all the employees, whose outstanding professionalism, commitment and initiative have made the organisation's growth and success possible and continues to drive its progress. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

For and on behalf of the Board
Girish Chandra Chaturvedi
Chairman
June 28, 2022 DIN: 00110996

#CGEnd#

   

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