FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For the
month of February 2009
Commission
File Number: 001-15002
ICICI
Bank Limited
(Translation
of registrant’s name into English)
ICICI
Bank Towers,
Bandra-Kurla
Complex
Mumbai,
India 400 051
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file
annual
reports under cover Form 20-F or Form 40-F.
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Form 20-F X
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Form 40-F
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Indicate
by check mark if the registrant is submitting the Form 6-K
in paper
as permitted by Regulation S-T Rule 101(b)(1):
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Yes
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No X
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Indicate
by check mark if the registrant is submitting the Form 6-K
in paper
as permitted by Regulation S-T Rule 101(b)(7):
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Yes
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No X
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Indicate
by check mark whether by furnishing the information
contained
in this Form, the Registrant is also thereby furnishing the
information
to the Commission pursuant to Rule 12g3-2(b)
under the
Securities Exchange Act of 1934:
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Yes
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No X
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If “Yes”
is marked, indicate below the file number assigned to the registrant
in
connection with Rule 12g
3-2(b): Not
Applicable
Table
of
Contents
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Item
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1.
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Disclosure
under Section 302 of the Companies Act, 1956
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Item
1
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To
the Members :
Disclosure
under Section 302 of the Companies Act, 1956
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I.
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Ms.
Madhabi Puri Buch has resigned from the services of ICICI Bank Limited
(ICICI Bank / the Bank) effective February 1, 2009 and as such she has
ceased to be the Executive Director of the Bank effective this date. She
has been appointed as the Managing Director & CEO of ICICI Securities
Limited effective February 1, 2009 in place of Mr. S. Mukherji, who
retired on completion of his term of office on January 31,
2009.
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II.
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The Board of
Directors of ICICI Bank, at its Meeting held on January 24, 2009, decided
(based on the recommendation of the Board Governance & Remuneration
Committee) to appoint Mr. K. Ramkumar presently Group Chief Human
Resources Officer, ICICI Bank, as wholetime Director (designated as
Executive Director) of ICICI Bank effective February 1, 2009, in place of
Ms. Madhabi Puri Buch, for a period of five years, subject to the approval
of Reserve Bank of India and the Members.
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Mr.
K. Ramkumar is a science graduate from Madras University with a
post-graduate diploma in industrial relations and labour law. He has
worked with Hindustan Aeronautics Limited, Brookebond Lipton India
Limited, Eternit Everest Limited and ICI India Limited before joining
ICICI in 2001 in the human resources department. In 2004, he was
designated as Senior General Manager of ICICI Bank and in 2006 as Group
Chief Human Resources Officer. Mr. Ramkumar will oversee the operations
and credit & treasury middle-office functions which were overseen by
Ms. Madhabi Puri Buch, in addition to human resources
management.
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Further,
the Board, at its aforesaid Meeting, decided (based on the recommendation
of the Board Governance & Remuneration Committee) to appoint Mr. N. S.
Kannan presently, Executive Director, ICICI Prudential Life Insurance
Company Limited, as wholetime Director (designated as Executive Director
& Chief Financial Officer) of ICICI Bank effective May 1, 2009. The
appointment of Mr. N. S. Kannan is for a period of five years and is
subject to the approval of Reserve Bank of India and the
Members.
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Mr. N. S.
Kannan is the Executive Director of ICICI Prudential Life Insurance
Company. He looks after the corporate centre including finance and
accounts, investor/analyst relations, investment management, corporate
strategy, corporate communications, human resources and business
intelligence. Prior to his current assignment, he was in-charge of
business functions including retail business, group business, marketing
& investment management.
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Prior to
moving to ICICI Prudential Life Insurance Company, he was the Chief
Financial Officer and Treasurer of ICICI Bank. As Chief Financial Officer
and Treasurer of ICICI Bank, Mr. Kannan was responsible for investor
relations and for the finance, performance management and treasury
functions.
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Mr. Kannan
has been with the ICICI group for over 17 years. He joined the ICICI group
in 1991 as a project officer. During his tenure at ICICI group, he has
handled project finance operations, infrastructure financing, structured
finance and treasury operations.
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Mr. Kannan is
a postgraduate in management from the Indian Institute of Management,
Bangalore with a gold medal for best all-round performance. He is also a
Chartered Financial Analyst from the Institute of Chartered Financial
Analysts of India and an Honours graduate in Mechanical Engineering. His
work experience includes 3 years with a large engineering group in
India.
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The
remuneration payable to Mr. K. Ramkumar and Mr. N. S. Kannan (hereinafter
collectively referred as “the wholetime Directors”) is as detailed
below:
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Salary:
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In the range
of Rs. 300,000 to Rs. 1,000,000 per month.
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The Board or
any Committee thereof, in its absolute discretion and from time to time,
will fix within the range stated above, the salary payable to the
wholetime Directors.
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Contd.
....2
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ICICI Bank
Towers
Bandra-Kurla
Complex
Mumbai 400
051, India
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Regd. Office:
"Landmark"
Race Course
Circle
Vadodara 390
007, India
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–
2 –
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Perquisites
:
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Perquisites
(evaluated as per Income-tax Rules, wherever applicable, and at actual
cost to the Bank in other cases) like the benefit of the Company's
furnished accommodation, gas, electricity, water and furnishings, club
fees, personal insurance, use of car and telephone at residence or
reimbursement of expenses in lieu thereof, payment of income-tax on
perquisites by the Bank to the extent permissible under the Income-tax
Act, 1961 and Rules framed thereunder; medical reimbursement, leave and
leave travel concession, education benefits, provident fund,
superannuation fund, gratuity and other retirement benefits, in accordance
with the scheme/s and rule/s applicable to retired wholetime Directors of
the Bank or the members of the staff, as the case may be, from time to
time, for the aforesaid benefits.
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In case
Bank-owned accommodation is not provided, the wholetime Director(s) shall
be eligible for house rent allowance of Rs. 100,000 per month and
maintenance of accommodation including furniture, fixtures and
furnishings, as may be provided by the Bank.
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Bonus:
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An amount up
to the maximum limit permitted under Reserve Bank of India guidelines or
any modifications thereof, as may be determined by the Board or any
Committee thereof, based on achievement of such performance parameters as
may be laid down by the Board or any Committee thereof, and subject to
such other approvals as may be necessary.
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In the event
of absence or inadequacy of net profit in any financial year, the
remuneration payable to the wholetime Directors shall be governed by
Section II of Part II of Schedule XIII of the Companies Act, 1956, or any
modification(s) thereto.
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The above
remuneration is within the limits prescribed by the applicable provisions
of the Companies Act, 1956.
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Mr. K.
Ramkumar and Mr. N. S. Kannan shall not be subject to retirement by
rotation during their tenure as wholetime Director. However, in order to
comply with the Articles of Association of ICICI Bank and the Companies
Act, 1956, Mr. K. Ramkumar and Mr. N. S. Kannan shall be liable to retire
by rotation, if, at any time, the number of non-rotational Directors
exceed one-third of the total number of Directors. If Mr. Ramkumar and Mr.
Kannan are re-appointed as Directors immediately on retirement by
rotation, they shall continue to hold their office of wholetime Director
and the retirement by rotation and re-appointment shall not be deemed to
constitute a break in their
appointment.
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Memorandum
of Interest of Directors
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None of the
Directors of your Bank are interested in the above appointments and
payment of remuneration except Mr. K. Ramkumar and Mr. N. S. Kannan to the
extent of their respective appointment and payment of
remuneration.
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Copy of the
Resolutions passed by the Board at its Meeting held on January 24, 2009,
in respect of the above, may be inspected at the Registered/Corporate
Office of ICICI Bank between 10.30 a.m. and 12.30 p.m. on all working days
except Saturday.
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By
Order of the Board
Sandeep
Batra
Group
Compliance Officer &
Company
Secretary
February
3, 2009
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorised.
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For
ICICI Bank Limited
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| Date: February 9, 2009 |
By:
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/s/
Shanthi Venkatesan
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Name:
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Shanthi
Venkatesan
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Title:
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Assistant
General Manager
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