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ICICI Lombard General Insurance Company Ltd.

BSE: 540716 Sector: Financials
NSE: ICICIGI ISIN Code: INE765G01017
BSE 00:00 | 22 Oct 1256.45 16.35
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1273.55

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NSE 00:00 | 22 Oct 1255.95 15.25
(1.23%)
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OPEN 1240.00
PREVIOUS CLOSE 1240.10
VOLUME 7702
52-Week high 1439.90
52-Week low 805.60
P/E 44.54
Mkt Cap.(Rs cr) 57,106
Buy Price 1256.45
Buy Qty 78.00
Sell Price 1270.00
Sell Qty 10.00
OPEN 1240.00
CLOSE 1240.10
VOLUME 7702
52-Week high 1439.90
52-Week low 805.60
P/E 44.54
Mkt Cap.(Rs cr) 57,106
Buy Price 1256.45
Buy Qty 78.00
Sell Price 1270.00
Sell Qty 10.00

ICICI Lombard General Insurance Company Ltd. (ICICIGI) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the Company's Twentieth Annual Report onbusiness and operations along with the audited financial statements for the financialyear ended March 31 2020.

INDUSTRY OVERVIEW

The Gross Direct Premium Income ("GDPI") of the industry grew from Rs.1694.48 billion in FY2019 to Rs. 1893.02 billion in FY2020 a growth of 11.7% (Source:IRDAI). The Company's GDPI decreased from Rs. 144.88 billion in FY2019 to Rs. 133.13billion in FY2020 de-growth of 8.1% which was due to cautious call taken by the Companyto reduce exposure to the underpriced crop segment. Excluding crop segment GDPI of theCompany increased from Rs. 120.36 billion in FY2019 to Rs. 133.02 billion in FY2020 agrowth of 10.5%. The Company led the private players (including standalone healthinsurers) in the general insurance sector with a market share of 12.6% and had an overallindustry market share of 7.0%. The Company is the 5th largest player in thegeneral insurance sector as at March 31 2020 (Source: GI Council Report).

FINANCIAL HIGHLIGHTS

The financial performance for FY2020 is summarised in the following table:

(Rs. billion)
FY2019 FY2020
Gross written premium 147.89 135.92
Earned premium 83.75 94.04
Income from Investments 17.55 18.47
Profit before tax 15.98 16.97
Profit after tax 10.49 11.94
EPS- Basic (Rs.) 23.11 26.27
EPS- Diluted (Rs.) 23.06 26.19

APPROPRIATIONS

The profit after tax for the year ended March 31 2020 is Rs. 11.94 billion. The profitavailable for appropriation is Rs. 44.33 billion after taking into account the balance ofprofit of Rs. 32.39 billion brought forward from the previous year. During the year theCompany had paid Rs. 3.50 per equity share as a final dividend for FY2019 and Rs. 3.50 perequity share as an interim dividend for FY2020 aggregating to Rs. 3.84 billion includingdividend distribution tax.

The Insurance Regulatory and Development Authority of India ("IRDAI") videits circular dated April 24 2020 urged all insurers to take a conscious call to refrainfrom dividend pay-outs from profits pertaining to the financial year ended March 31 2020till further instructions. Consequently the Board of Directors after due consideration ofIRDAI circular did not propose any final dividend for the financial year ended March 312020.

SECRETARIAL STANDARDS

During FY2020 the Company is in compliance with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India with respect to Board and GeneralMeetings. The same has also been confirmed by the Secretarial Auditor of the Company. TheCompany has also devised necessary systems to ensure compliance with the provisions of allapplicable Secretarial Standards and that such systems are adequate and operatingeffectively.

SHARE CAPITAL

The issued and paid-up equity share capital of the Company as on March 312020 is Rs.4.54 billion. The net worth of the Company increased from Rs. 53.20 billion as at March31 2019 to Rs. 61.34 billion as at March 31 2020. The solvency margin position of theCompany as at March 31 2020 was 2.17 times as against the minimum solvency marginrequirement of 1.50 times as prescribed by IRDAI.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The provisions of Section 186(4) of the Companies Act 2013 ("the Act")requiring disclosure in the financial statements of full particulars of the loans giveninvestment made or guarantee given or security provided and the purpose for which the loanor guarantee or security is proposed to be utilised by the recipient of the loan orguarantee or security is not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING 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 orTribunals impacting the going concern status and future operations of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company as at March 31 2020 consist of eleven Directors out of whichsix are Non-executive Independent Directors two are Non-executive NonindependentDirectors and remaining three are Wholetime Directors including Managing Director &Chief Executive Officer ("CEO"). Lalita D. Gupte is a Nonexecutive Chairpersonof the Company.

None of the Directors of the Company are disqualified from being appointed as Directorsas specified in Section 164(2) of the Act. Further all the Directors of the Company hasconfirmed that they fulfill the criteria of 'Fit and Proper' as laid down under theCorporate Governance Guidelines of IRDAI.

Changes in composition of the Board of Directors of the Company during the year are asfollows:

Name of Director Resignation/ Appointment With effect from
Ashvin Parekh# Re-appointment April 18 2019
Bhargav Dasgupta$ Re-appointment May 1 2019
Vishal Mahadevia Resignation July 16 2019
Murali Sivaraman* Appointment January 17 2020

# Ashvin Parekh (DIN:06559989) was re-appointed as Non-executive Independent Directorof the Company for a second term of five (5) consecutive years upto April 17 2024.

$ Bhargav Dasgupta (DIN:00047728) was re-appointed as Managing Director and CEO of theCompany for a period of five (5) years upto April 30 2024.

* Murali Sivaraman (DIN:01461231) basis recommendation of the Board Nomination andRemuneration Committee was appointed as an Additional Director in the category ofNon-executive Independent Director for a period of five (5) consecutive years uptoJanuary 16 2025. The resolution seeking Members' approval for his appointment forms partof the Annual General Meeting ("AGM") Notice.

In the opinion of the Board Murali Sivaraman has necessary integrity expertise andexperience (including proficiency) required for appointment as an Independent Director ofthe Company.

Further the Board of Directors at their Meeting held on January 17 2020 approvedre-appointment of Sanjeev Mantri (DIN:07192264) as a Whole-time Director designated asExecutive Director - Retail of the Company for a period of five (5) years effective fromMay 2 2020. The said re-appointment was subsequently approved by the Members of theCompany on March 15 2020 by an ordinary resolution passed through Postal Ballot and byIRDAI vide its letter dated April 30 2020.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel("KMP") of the Company as on March 312020 are as below:

1. Bhargav Dasgupta Managing Director & CEO

2. Alok Kumar Agarwal Whole-time Director designated as Executive Director - Wholesale

3. Sanjeev Mantri Whole-time Director designated as Executive Director - Retail

4. Gopal Balachandran Chief Financial Officer & Chief Risk Officer

5. Vikas Mehra Company Secretary

In accordance with the Corporate Governance Guidelines issued by IRDAI the Company hasfollowing Key Management Persons. The details of Key Management Persons* other thanaforementioned are as below:

1. Girish Nayak Chief - Customer Service Technology and Operations

2. Sanjay Datta Chief - Underwriting Reinsurance and Claims

3. Lokanath Kar Chief - Legal & Compliance Officer

4. Jerry Jose Head - Human Resources

5. Vinod Mahajan Chief - Investment Officer

* J. V Prasad Appointed Actuary and a Key Management Person of the Company hasresigned from the services of the Company and subsequently relieved on September 12 2019based on communication received from IRDAI.

In order to fulfil the requirements prescribed under the IRDAI (Appointed Actuary)Regulations 2017 as amended from time to time the Company has engaged the services of R.Arunachalam as Panel Actuary of the Company in accordance with the approval of IRDAI.

Common Directorships

Section 48A of the Insurance Act 1938 necessitates an approval of IRDAI forappointment and/or continuation of appointment of common directorship between insurancecompanies and insurance agent or intermediaries or insurance intermediaries. In view ofthe same the Company has following three Directors falling within the criteria of CommonDirector viz. Ashvin Parekh Uday Chitale and Vishakha Mulye.

Pursuant to the aforesaid provisions the Company had made an application to IRDAIseeking continuation of directorships of Ashvin Parekh (due to his re-appointment for asecond term of five (5) consecutive years as Non-executive Independent Director of theCompany) having common directorship with ICICI Securities Limited (being corporate agentof the Company) vide its letter dated March 15 2019 which was approved by IRDAI on May2 2019. The Company had already received approval from IRDAI for continuation ofappointment of Uday Chitale and Vishakha Mulye as common Directors on the Board of ICICIBank Limited in the previous year.

Independent Directors

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) & (7) of the Act theCompanies (Appointment and Qualification of Directors) Rules 2014 as amended from time totime and Regulation 16(1)(b) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations"). All the Independent Directors of the Company have also confirmed thatthey have complied with Schedule IV of the Act and the Company's Employees Code ofConduct.

Retirement by rotation

In terms of Section 152 of the Act Alok Kumar Agarwal Executive Director - Wholesale(DIN: 03434304) would retire by rotation at the forthcoming AGM and being eligible forre-appointment he has offered himself for re-appointment. A resolution seeking Members'approval for his re-appointment forms part of the AGM Notice.

Performance Evaluation of Board Committees and Directors

Pursuant to the provisions of the Act Guidelines for insurance companies issued byIRDAI and Listing Regulations an annual performance evaluation has been carried out ofBoard as a whole and that of its committees and of its individual Directors both Executiveand Non-executive including Independent Directors and of its Chairperson. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.

Criteria for appointment of Director and Key Managerial Personnel

The Company has Board approved criteria for appointment of a Director key managerialpersonnel and officials who may be appointed in senior management ("Criteria forappointment of senior management personnel") and Policy on appointment andcompensation of employees and framework for remuneration to Non-executive Directors of theCompany in compliance with the requirements as prescribed under the Act. The Criteria forappointment of senior management personnel is hosted on the website of the Company and canbe viewed at: https://www.icicilombard.com/docs/default-source/policies-of-the-company/criteria-for-appointment-of-a-director-key-managerial-personnel-and-officials-who-mav-be-appointed-in-senior-management.pdf

Also the Policy on appointment and compensation of employees and framework forremuneration to nonexecutive directors of the Company is available on the website of theCompany and can be viewed at: https://www.icicilombard.com/docs/default-source/policies-of-the-company/policy-on-appointment-and-compensation-of-employees-and-framework-for-remuneration-to-non- executive-directors.pdf

DEPOSITS

During the year under review the Company has not accepted any deposits under Section73 of the Act.

AUDITORS

Statutory Auditors

IRDAI vide its circular dated May 18 2016 had issued Corporate Governance Guidelineswherein criteria for appointment of statutory auditors of insurance companies wereprescribed which are aligned with the provisions of the Act.

The Members of the Company in the Eighteenth AGM held on July 12 2018 had approvedre-appointment of Chaturvedi & Co. Chartered Accountants as the Joint StatutoryAuditors of the Company for a second term of five (5) years till the conclusion ofTwenty-third AGM. The Members of the Company in the same AGM also approved re-appointmentof PKF Sridhar & Santhanam LLP Chartered Accountants as the Joint Statutory Auditorsof the Company till conclusion of twenty-first AGM i.e. for a balance three (3) years outof first term of five (5) years.

Their appointment was subject to ratification by the Members at every subsequent AGMheld after the AGM held on July 12 2018. Pursuant to the amendments made to Section 139of the Act by the Companies (Amendment) Act 2017 effective from May 7 2018 therequirement of seeking ratification by the Members for the appointment of the StatutoryAuditors has been withdrawn.

In view of the above ratification by the Members for continuance of their appointmentat this AGM is not being sought. The Joint Statutory Auditors have given a confirmation tothe effect that they are eligible to continue with their appointment and that they havenot been disqualified in any manner from continuing as Joint Statutory Auditors of theCompany.

The remuneration payable to the Joint Statutory Auditors for FY2020 has beendetermined by the Board of Directors of the Company in their Meeting held on April 182019 based on the recommendation of the Audit Committee of the Company.

Statutory Audit and other fees paid to Joint Statutory Auditors

(Rs. in Million)
Particulars Amount
Statutory Audit Fees including report on Corporate Governance and Internal control over financial reporting 20.0
Tax Audit Fees 1.4
Other Certification Fees 0.8

Statutory Auditors' Report

There is no qualification reservation adverse remark or disclaimer made by the JointStatutory Auditors' in their report.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Act the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and Listing Regulations the Company hadappointed Dholakia & Associates LLP a firm of practising company secretaries toconduct the secretarial audit of the Company for FY2020. The Secretarial Audit Reportforms part of this report as Annexure A. There are no qualifications reservation oradverse remark or disclaimer made by the secretarial auditor in the report save and exceptdisclaimer made by them in discharge of their professional obligation.

Reporting of Frauds by Auditors

During the year under review there were no instances of fraud reported by thestatutory auditors and secretarial auditor under section 143(12) of the Act to the AuditCommittee or the Board of Directors of the Company.

MAINTENANCE OF COST RECORDS

Being an Insurance Company the Company is not required to maintain cost records asspecified by the Central Government under Section 148(1) of the Act.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 forms part of this Report as Annexure B.

The statement containing particulars of employees as required under Section 197 readwith Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 forms part of this Report. Pursuant to the provisions of Section 136 of theAct the Directors' Report is being sent to the Members of the Company excluding theaforesaid statement. Any Member interested in obtaining a copy of the statement may writeto the Company Secretary at the registered office of the Company.

RELATED PARTY TRANSACTIONS

The Company undertakes various transactions with related parties in the ordinary courseof business pursuant to the Policy on Related Party Transactions approved by the Board ofDirectors of the Company.

The transactions entered into by the Company with related parties during FY2020 were inthe ordinary course of business and on an arm's length basis as defined under the Act. Thedetails of related party transactions are disclosed under Note No. 5.2.12 of the Notes toFinancial Statements for FY2020.

All related party transactions are placed before the Audit Committee on a quarterlybasis. The Policy on dealing with related party transactions has been hosted on thewebsite of the Company and can be viewed at https://www.icicilombard.com/docs/default-source/policies-of-the-companv/policv-on-related-partv-transactions.pdf

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with related parties were in the ordinary course of business andon arm's length basis and there were no material contracts or arrangement or transactionsentered with related parties during the FY2020 and accordingly disclosure in Form AOC-2[pursuant to clause (h) of sub-section (3) of Section 134 of Act and Rule 8(2) of theCompanies (Accounts) Rules 2014] is not applicable.

The above disclosure on material transactions are based on the threshold of 10 percentof turnover as defined in the Policy on Related Party Transactions of the Company.Related party transactions are benchmarked for arm's length & approved by the AuditCommittee. Statutory Auditors have issued an unmodified opinion on the FinancialStatements which includes therein related party transactions and related disclosures andthe same have also been approved by the Audit Committee.

EXTRACT OF ANNUAL RETURN

Pursuant to the prescribed provisions of Act and the rules framed thereunder extractof annual return in Form MGT- 9 forms part of this report as Annexure C and same has beenhosted on the website of the Company and can be viewed athttps://echannel-wf.icicilombard.com/docs/default-source/policies-of-the-company/mgt9-2020.pdf.

RISK MANAGEMENT FRAMEWORK

A statement indicating development and implementation of Risk Management Frameworkincluding identification therein of elements of risk if any which may pose significantrisk to the Company has been given in the Corporate Governance Report.

UPDATE ON COVID-19

The Company has provided details of Business Continuity Plan and the Crisis ManagementStrategy of the Company along with assessment of various risks arising out of the COVID-19pandemic and the corresponding measures to manage the same in the Corporate GovernanceReport.

DISCLOSURES AS PER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has a Guidelines against Sexual Harassment at Workplace and a formalprocess for dealing with complaints of harassment or discrimination. The said Guidelinesis in line with relevant Act passed by Parliament in 2013. The Company through itsGuidelines ensures that all such complaints are resolved within defined timelines.

Details of complaints are as follows:

Sr. No. Particulars No.
a. Number of complaints pending as on April 1 2019 2
b. Number of complaints filed during the financial year 6
c. Number of complaints disposed of during the financial year 8
d. Number of complaints pending as on March 31 2020 0

The Company is in compliance with the provisions relating to the constitution of anInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

RURAL AND SOCIAL RESPONSIBILITY

As per IRDAI (Obligations of Insurers to Rural and Social Sectors) Regulations 2015the Company has issued 2870624 policies in rural areas and covered 7460320 livesfalling within the norms of social responsibility. The Company has complied with theobligations laid down by IRDAI.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The operations have resulted in a profit after tax of ' 11.94 billion for the currentyear as compared to a profit after tax of '10.49 billion for the previous year.

IRDAI vide its circular dated April 24 2020 stipulated that in view of the emergingmarket conditions and to conserve capital with the insurance companies in the interest ofPolicyholders and of the economy at large had urged insurers to refrain from dividendpay-out from profits pertaining to the financial year ended March 31 2020 till furtherinstructions. This position shall be reassessed by IRDAI based on financial results ofinsurers for the quarter ending September 30 2020. In view of the same the Board ofDirectors of the Company had not proposed any final dividend for FY2020. The Company haddeclared an interim dividend of ' 3.50 in FY2020 which is proposed as final dividend forFY2020. The total dividend paid in FY2020 was Rs.7.00 per share (i.e. Rs.3.50 paid as aninterim dividend for FY2020 and Rs.3.50 paid as a final dividend for FY2019) as againstRs.5.00 per share (i.e. Rs.2.50 paid as an interim dividend for FY2019 and Rs.2.50 paid asa final dividend for FY2018) paid in FY2019.

In terms of Regulation 43A of Listing Regulations the Dividend Distribution Policy ofthe Company has been hosted on the website of the Company and can be viewed athttps://www.icicilombard.com/docs/default-source/policies-of-the-companv/dividend-distribution-policv.pdf

UNPAID/UNCLAIMED DIVIDEND

Pursuant to Section 124 & 125 of the Act read with the Investor Education andProtection Fund (Accounting Audit Transfer and Refund) Rules 2016 the Company was notrequired to transfer any unpaid/unclaimed dividend amount to the Investor Education andProtection Fund in FY2020.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility ("CSR") Committeein accordance with the provisions of the Act. The CSR Committee was constituted comprisingof Members of the Board of Directors of the Company. The Committee presently consists of 4Directors with majority being Non-executive Independent Directors. The CSR Policy of theCompany and initiatives taken by the Company on CSR during the year are in accordance withthe Companies (Corporate Social Responsibility Policy) Rules 2014 as given in Annexure Dto this report.

Further in March 2020 the Ministry of Corporate Affairs allowed spending of CSR fundstowards COVID-19 as a part of company's CSR activities and also specified that the fundscan be spent for various activities related to COVID-19. Considering the impact of spreadof COVID-19 World Health Organisation and Government of India declared COVID-19 aspandemic and a notified disaster respectively.

As a responsible entity the Board of Directors of the Company approved the proposal tocontribute Rs.0.05 billion towards initiative against COVID-19. Accordingly the Companypartnered with reputed hospitals and funded entire process of testing viz. includes costof testing kit sample collection from home diagnosis generating test results etc. TheCompany further contributed Rs.0.05 billion towards PM Cares Fund for COVID-19. Theaforementioned contributions will be part of the CSR activities for FY2021.

CREDIT RATING

During the year the Company has maintained credit rating of "ICRA AAA/Stable''awarded by ICRA Limited and "CRISIL AAA/Stable" awarded by Crisil Limited forSubordinate Debt raised by the Company. This is the highest rating regarding safety andtimely servicing of financial obligations.

Further the Company has maintained its credit rating of "iAAA" awarded byICRA Limited for Claims paying ability by the Company. This indicates that the Company hashighest claims paying ability and has a fundamentally strong position.

BUSINESS RESPONSIBILITY REPORTING

In accordance with the Regulation 34(2)(f) of the Listing Regulations the BusinessResponsibility Report ("BRR") has been hosted on the website of the Company andcan be viewed at https://www.icicilombard.com/docs/default-source/policies-of-the-company/brr.pdf. Any Member interested in obtaining acopy of the BRR may write to the Company Secretary at the registered office of theCompany.

INTEGRATED REPORT AND ENVIRONMENTAL SOCIAL AND GOVERNANCE REPORT

Securities and Exchange Board of India ("SEBI") vide its Circular datedFebruary 6 2017 had recommended the top 500 listed entities to voluntarily adoptIntegrated Report as per principles prescribed by the International Integrated ReportingCouncil.

The Company has voluntarily adopted the principles and has prepared its secondIntegrated Report for FY2020 which forms part of this Annual Report.

The Company as a responsible corporate citizen is committed to environmentalsustainability. The Company has adopted a Policy on Environment Management. The same hasbeen hosted on the website of the Company and can be viewed athttps://www.icicilombard.com/docs/default-source/policies-of-the-companv/policv-on-environment-management.pdf

Further the Company has provided details of its environmental social activities andgovernance framework in the Environmental Social and Governance Report ("ESGReport") for FY2020 which forms part of this Annual Report.

INVESTOR RELATIONS

The Company continuously strives for excellence in its Investor Relations engagementwith International and Domestic investors. It believes in adopting the emerging bestpractices in Investor Relations and building a relationship of mutual understanding withinvestor/analysts.

The Managing Director & CEO Executive Directors Chief Financial Officer &Chief Risk Officer and other Senior Management members participate in structuredconference calls and periodic investor/analyst interactions including one-on-one meetinginvestor conferences and quarterly earnings calls. The Company conducted 359 meetings withIndian and overseas investors and analysts (excluding quarterly earnings calls) during thefinancial year.

The Company ensures that financial information of the Company is available to all thestakeholders by uploading it on the Company's website. The financial information includesFinancial Statements Press Releases Investor Presentations Earnings call transcriptsand Annual Report etc.

EVENTS AFTER BALANCE SHEET DATE

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyto which the balance sheet relates and the date of this report.

CORPORATE GOVERNANCE REPORT PHILOSOPHY ON CORPORATE GOVERNANCE

The Company is fully committed to follow sound Corporate Governance practices anduphold the highest business standards in conducting business. The Company continues tofocus on building trust with shareholders regulators policyholders employeescustomers suppliers statutory authorities and other stakeholders based on the principlesof good corporate governance viz. integrity environment equity transparency fairnesssound disclosure practices accountability and commitment to values.

The Company's governance framework encompasses not only regulatory and legalrequirements but also several voluntary practices aimed at maximising shareholders valuelegally ethically and on a sustainable basis.

The Company's Corporate Governance architecture has been strengthened through variouspolicies frameworks and codes adopted by the Company.

The Corporate Governance philosophy of the Company establishes that the Board'sindependence is essential to bring objectivity and transparency in the management and indealings of the Company.

WHISTLE BLOWER POLICY

The Company is committed to high standards of conduct for its employees. The Companyhas in place Whistle Blower Policy ("the Policy") to provide a formal mechanismto its employees for communicating instances of breach of any statute actual or suspectedfraud on the accounting policies and procedures adopted for any area or item actsresulting in financial loss or loss of reputation leakage of information in the nature ofUnpublished Price Sensitive Information (UPSI) misuse of office suspected/actual fraudand criminal offences. The Policy provides for a mechanism to report such concerns to theChairman of the Audit Committee through specified channels. The framework of the Policystrives to foster responsible and secure whistle blowing. In terms of the Policy of theCompany no employee of the Company has been denied access to the Audit Committee of theBoard.

The Whistle Blower Mechanism is reviewed by the Audit Committee of the Board regularly.

The Policy has also been hosted on the website of the Company and can be viewed athttps://www.icicilombard. com/docs/default-source/policies-of-the-company/whistle-blower-policv.pdf

CODE OF CONDUCT AS PRESCRIBED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA(PROHIBITION OF INSIDER TRADING) REGULATIONS 2015

In accordance with SEBI (Prohibition of Insider Trading) Regulations 2015("Insider Trading Regulations") the Company has in place a code of conduct toregulate monitor and report trading by its Designated Persons ("the Insider TradingCode") to the extent specified in the Insider Trading Code of the Company. TheInsider Trading Code of the Company has been revised in line with the amendments in theInsider Trading Regulations as amended from time to time.

The Company as a part of its training program had conducted a workshop through anexternal expert for its Directors cross functional workshops for designated employees andfrequent e-mail communications were also sent on various aspects of the Insider TradingCode of the Company to the designated persons of the Company.

The Company also has in place Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information which is hosted on the website of the Company andcan be viewed at https://www. icicilombard.com/docs/default-source/policies-of-the-company/code-for-fair-disclosure.pdf

Pursuant to above the Company has put in place adequate and effective system ofinternal controls to ensure compliance with the requirements of the Insider TradingRegulations.

EMPLOYEES CODE OF CONDUCT

The Company is committed to conduct its business with highest standards of complianceand ethical conduct. The Company has in place an Employees Code of Conduct ("theCode") to summarise the standards of business conduct which guide the actions of theemployees (including all Directors) at all times. The Code aims at observing higheststandard of integrity honesty fairness and ethical conduct while working for the Companyas well as while representing the Company.

The Code has been hosted on the website of the Company and can be viewed athttps://www.icicilombard.com/docs/default-source/policies-of-the-company/employees-code-of-conduct.pdf Pursuantto the Listing Regulations a confirmation from the Managing Director & CEO regardingcompliance with the Code by all the Directors and Senior Management forms part of thisAnnual Report.

CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the Listing RegulationsCertificate from the Statutory Auditors on compliance with the conditions of CorporateGovernance as stipulated in the Listing Regulations forms part of this report as AnnexureE

CEO/CFO CERTIFICATION

Pursuant to Regulation 17(8) of the Listing Regulations Certification by the ManagingDirector & CEO and the Chief Financial Officer of the Company on the financialstatements and the Internal Financial Controls relating to financial reporting for FY2020has been obtained.

MANAGEMENT STRUCTURE

The Company has a multi-tier management structure comprising the Board of Directors atthe apex followed by personnel/executives at the top management senior management middlemanagement and junior management positions to ensure that:

• Strategic supervision is provided by the Board;

• Control and implementation of Company's strategy is achieved effectively;

• Operational management remains focused on implementation;

• Information regarding the Company's operations and financial performance is madeavailable to the stakeholders;

• Delegation of decision making with accountability is achieved;

• Financial and operating control and integrity are maintained at an optimallevel;

• Risk is suitably evaluated and dealt with;

• Compliance with applicable acts and regulations is achieved;

• Corporate culture that recognises and rewards adherence to ethical standards isdeveloped.

This multi-tier management structure besides ensuring greater management accountabilityand credibility facilitates increased autonomy of businesses performance discipline anddevelopment of business leaders leading to enhanced public confidence.

BOARD OF DIRECTORS

The Company has a broad-based Board constituted in compliance with the provisions ofthe Act and rules made thereunder Regulation 17 of the Listing Regulations CorporateGovernance Guidelines prescribed for insurance companies by IRDAI the Articles ofAssociation of the Company and in accordance with good governance practices.

The Company recognises and embraces the benefits of having a diverse Board. TheDirectors of the Company are eminent personalities having diverse experience andsignificant expertise in the fields of accountancy banking finance law strategyinsurance marketing brand channels and economics. The Company's Board comprises ofeleven (11) Directors out of which six (6) are Non-executive Independent Directorsincluding Chairperson of the Board two (2) are Non-executive Non-independent Directorsand remaining three (3) are Whole-time Directors including Managing Director & CEO.Amongst the Board of Directors there are two (2) Nonexecutive women Directors includingone (1) woman Independent Director. Lalita D. Gupte is a Non-executive Chairperson of theCompany.

The Board functions either as an entity per se or through various Committeesconstituted to oversee specific operational areas. The Company has an optimum mix ofExecutive and Non-executive Directors to maintain the professionalism knowledge skillsets integrity expertise independence and effective decision making. None of theDirectors or their relatives are related to any other Director or employee of the Company.

A certificate from Dholakia & Associates LLP Company Secretaries in Practice hasbeen obtained certifying that none of the Directors on the Board of the Company has beendebarred or disqualified from being appointed or continuing as Directors of the Company bySEBI/Ministry of Corporate Affairs or any such statutory authority as on March 31 2020.

During the year under review the Board of Directors of the Company approved theappointment of Murali Sivaraman as an Additional Director in the capacity ofNon-executive Independent Director for a period of five (5) years effective from January17 2020. The resolution seeking Members' approval for his appointment forms part of theAGM Notice. The Board of Directors of the Company at their Meeting held on January 172020 had also approved and recommended to the Members of the Company re-appointment ofSanjeev Mantri as a Wholetime Director designated as Executive Director- Retail of theCompany. The Members of the Company through postal ballot approved the re-appointment ofSanjeev Mantri as a Whole-time Director designated as Executive Director-Retail of theCompany on March 15 2020 for a period of five (5) years effective from May 2 2020.Further IRDAI vide its letter dated April 30 2020 approved the same.

Composition of the Board of Directors of the Company:

Name of the Director Category Qualification Field of Specialisation/ Existing skills/expertise/ competence
Lalita D. Gupte (DIN: 00043559) Chairperson Non-executive Independent Director BA (Eco Hons) Master of Management Studies (MMS) Banking & Finance
Ved Prakash Chaturvedi (DIN: 00030839) Non-executive Independent Director B.E. (Electronics & Power) PGDM- IIM Bangalore Finance & Investment
Uday Chitale (DIN: 00043268) Non-executive Independent Director B.Com Fellow Chartered Accountant Finance Accounts & Alternate Dispute Resolution (ADR) specialist
Suresh Kumar (DIN: 00494479) Non-executive Independent Director B.Com (Hons.) Post Graduation - Investment Management Programme Stanford University and London School of Business Advance Management - Columbia Business School Banking & Finance
Ashvin Parekh (DIN: 06559989) Non-executive Independent Director Fellow Chartered Accountant AICWA AICSA Exec. MBA-INSEAD Business strategy Corporate planning & Business transformation across various industries
Murali Sivaraman1 (DIN:01461231) Additional Non-executive Independent Director B.Com Chartered Accountant Cost and Work Accountant PGDM- IIM Ahmedabad Finance Management Strategy Marketing Brand & Channels
Vishakha Mulye (DIN: 00203578) Non-executive Non-independent Director B.Com Chartered Accountant Banking Investments & Finance
Sandeep Batra (DIN: 03620913) Non-executive Non-independent Director B.Com Fellow Chartered Accountant Associate Company Secretary Banking Insurance & Financial Services
Bhargav Dasgupta (DIN:00047728) Managing Director & CEO B.E. (Mechanical) PGDBA-IIM Bangalore Banking & Insurance
Alok Kumar Agarwal (DIN:03434304) Executive Director - Wholesale B.E. (Chemical) PGDM-IIM Calcutta Banking & Insurance
Sanjeev Mantri (DIN:07192264) Executive Director - Retail Chartered Accountant Cost and Work Accountant Banking & Insurance

1 Appointed as an Additional Director in the category of Non-executive IndependentDirector of the Company w.e.f. January 17 2020.

The Board meets at regular intervals to discuss and decide on business policy andstrategy apart from other board businesses. The Board of the Company met six (6) timesduring the year under review on April 18 2019 July 19 2019 October 18 2019 October30 2019 January 4 2020 and January 17 2020. The maximum gap between any two Boardmeetings was less than one hundred and twenty days.

In the opinion of the Board the Independent Directors fulfill the conditions specifiedin the Listing Regulations and are independent of the management.

There were no inter-se relationships between any of the Directors.

The names of the Directors their attendance at Board Meetings during the yearattendance at the last AGM and the number of other directorships and Board Committeememberships/chairpersonships held by them at March 312020 are set out in the followingtables:

Name of the Director Board meetings attended/ held during the year Attendance at last AGM held on Thursday June 27 2019
Non-executive Independent Directors
Lalita D. Gupte Chairperson 6/6 Present
Ved Prakash Chaturvedi 6/6 Present
Uday Chitale 6/6 Present
Suresh Kumar 5/6 Present
Ashvin Parekh 6/6 Present
Vishal Mahadevia1 1/1 Present
Murali Sivaraman2 NA NA
Non-executive Non-independent Directors
Vishakha Mulye 5/6 Present
Sandeep Batra 6/6 Present
Executive Directors
Bhargav Dasgupta 6/6 Present
Alok Kumar Agarwal 6/6 Present
Sanjeev Mantri 6/6 Present

1 Pursuant to Section 48A of Insurance Act 1938 the Company had sought an approvalfrom IRDAI for continuation of appointment of Vishal Mahadevia a Non-executiveIndependent Director of the Company as common director on the Board of the Company and asa Director in an insurance intermediary. IRDAI vide its letter dated May 2 2019 hadadvised Vishal Mahadevia to retain directorship either of the Company or of the insuranceintermediary.

The Company had received a letter from Vishal Mahadevia wherein he had communicated hisoption to continue as a Director on the Board of IDFC First Bank Limited being aninsurance intermediary and had extended his resignation as a Non-executive IndependentDirector on the Board of the Company and from Committees on which he served with effectfrom close of business hours on July 16 2019.

Vishal Mahadevia has also confirmed that there were no material reasons other thanmentioned above.

2 Appointed as an Additional Director in the category of Non-executive IndependentDirector of the Company w.e.f. January 17 2020.

The details of "Directorships held in other companies" and"Memberships/Chairpersonships of committees in other companies" as on March 312020 are as follows:

Name of the Director

No. of other Directorships

Name of other listed companies where he/she is a Director*

Number of Committees of other companies**

Of Indian Public Limited companies Of other companies# Company Category of Directorship In which a member In which a Chairperson
Lalita D. Gupte 5 Bharat Forge Limited Godrej Properties Limited Vedanta Limited India Infradebt Limited TVS Motor Company Limited Non-executive Independent Director Non-executive Independent Director Non-executive Independent Director Chairperson & Independent Director Non-executive Independent Director 6 2
Ved Prakash Chaturvedi 1 - - - 1 1
Uday Chitale 3 1 India Infradebt Limited ICICI Bank Limited Non-executive Independent Director Non-executive Independent Director 4 2
Suresh Kumar 2 4 Aster DM Healthcare Limited Non-executive Independent Director 2 2
Ashvin Parekh 2 - ICICI Securities Limited Non-executive Independent Director 2 2
Murali Sivaraman 2 Huhtamaki PPL Limited Bharat Forge Limited Chairman & Independent Director Non-executive Independent Director 2 1
Vishakha Mulye 1 1 ICICI Bank Limited Executive Director 0 0
Sandeep Batra 3 2 ICICI Prudential Life Insurance Company Limited Non-executive Non-independent Director 2 0
Bhargav Dasgupta - - - - - -
Alok Kumar Agarwal - - - - - -
Sanjeev Mantri - - - - - -

# Comprises private limited companies incorporated in India and foreign companies butexcludes Section 8 companies and not for profit foreign companies.

* Includes Directorships held in Debt Listed Company.

** Memberships/Chairpersonships in Audit Committee and Stakeholders RelationshipCommittee of Indian public limited companies; number of Memberships includesChairpersonships.

In terms of Listing Regulations the number of Committees (Audit Committee andStakeholders Relationship Committee) of public limited companies in which a Director is amember/chairman/chairperson were within the limits prescribed under the ListingRegulations for all the Directors of the Company. The number of directorships of eachNon-executive Independent Director is also within the limits prescribed under the ListingRegulations as amended from time to time.

The Board has identified the following skill sets with reference to its business andindustry which are available with the Board viz. Finance Accountancy & LawManagement & Administration Marketing Sales & Brand Corporate GovernanceCorporate Planning and Strategy.

The Members of the Board of Directors of the Company has the necessarySkills/Expertise/Competence in the above mentioned areas.

Details of Shareholding of Non-executive Independent Directors and Non-executiveNon-independent Directors

Equity shares held by the Non-executive Directors as on March 31 2020 are as follows:

Sr. No. Name of the Director No. of Equity Shares
1 Lalita D. Gupte 1782
2 Ved Prakash Chaturvedi -
3 Uday Chitale -
4 Suresh Kumar -
5 Ashvin Parekh -
6 Murali Sivaraman -
7 Vishakha Mulye 275000
8 Sandeep Batra -

Recommendations of mandatory Committees

During the year under review all the recommendations made by the Committees of theBoard mandatorily required to be constituted by the Company under the Act ListingRegulations and IRDAI Guidelines were accepted by the Board.

Board Committees

The Board has constituted following Committees:

(i) Board Nomination and Remuneration Committee

(ii) Audit Committee

(iii) Investment Committee

(iv) Risk Management Committee

(v) Policyholders Protection Committee

(vi) Corporate Social Responsibility Committee

(vii) Stakeholders Relationship Committee

(viii) Strategy Committee

The Board has constituted various Committees of Directors to monitor the activities inaccordance with Board approved terms of reference. The Board Committees focus on specificareas and take informed decisions on the specific businesses assigned to them in the bestinterest of the Company. The Committees also make specific recommendations to the Board onvarious matters whenever required. The Chairman/Chairperson of the respective Committeesbriefs the Board on deliberations taken place at the Committee Meetings in relation toimportant discussions notings and approvals.

The terms of reference of the Board Committees are reviewed and determined by the Boardfrom time to time to align the same with the regulatory/business requirements.

The Company has eight (8) Board Committees as on March 31 2020. The role andcomposition of these Committees along with the number of meetings held during FY2020 andthe attendance of the members of respective Committees are provided below:

i) Board Nomination and Remuneration Committee

Terms of reference

• To formulate the criteria for determining qualifications positive attributesand independence of a director and recommend to the Board a policy relating to theremuneration for the directors key managerial personnel and other employees.

• To consider and approve employee stock option schemes and to administer andsupervise the same.

• Approval of the policy for and quantum of bonus/ long term performance pay(LTPP) payable to the employees.

• To identify persons who are qualified to become directors and who may beappointed in senior management in accordance with the criteria laid down recommend to theBoard their appointment and removal and formulate a criteria for evaluation of everydirector's performance.

• To consider whether to extend or continue the term of appointment of theindependent director on the basis of the report of performance evaluation of independentdirectors.

• To approve the compensation programme and to ensure that remuneration todirectors key managerial personnel and senior management involves a balance between fixedand incentive pay reflecting short and long term performance objectives appropriate to theworking of the Company and its goals.

• To ensure that the proposed appointments/ re-appointments of key managerialpersonnel or directors are in conformity with the Board approved policy.

• To recommend re-constitution of Board Constituted Committees to the Board.

• To devise a policy on diversity of the Board.

• To recommend to the Board all remuneration in whatever form payable to seniormanagement.

• To carry out any other function if any as prescribed in the terms of referenceof the Board Nomination and Remuneration Committee and any other terms of reference as maybe decided by the Board and/or specified/provided under the Companies Act 2013 or theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended or by any other regulatory authority.

Composition

In terms of provisions of the Act and Listing Regulations the Board Nomination andRemuneration Committee comprises of Four (4) Members out of which three (3) areNon-executive Independent Directors and one (1) is Non-Executive Non-independentDirector. The Board Nomination and Remuneration Committee is chaired by Uday ChitaleNon-executive Independent Director of the Company. The composition of the BoardNomination and Remuneration Committee is given below along with the attendance of theMembers. The Board Nomination and Remuneration Committee met four (4) times during theyear under review on April 18 2019 July 19 2019 January 4 2020 and January 17 2020.

Attendance record of the Members:

Name of Member Number of Meetings held Number of Meetings attended
Uday Chitale Chairman 4 4
Lalita D. Gupte 4 4
Ashvin Parekh 4 4
Vishakha Mulye 4 3
Vishal Mahadevia1 1 1

1 Ceased to be a member of the Board Nomination and Remuneration Committee w.e.f. July16 2019.

Annual performance evaluation of Board its Committees and individual Directors

The Company with the approval of its Board Nomination & Remuneration Committee hasput in place an evaluation framework for evaluation of the Board Directors Chairpersonand the Committees. The evaluation for the Directors the Board Chairperson of the Boardand the Committees is carried out through circulation of different questionnaires for theDirectors for the Board for the Chairperson of the Board and the Committeesrespectively. The performance of the Board is assessed on selected parameters related toroles responsibilities and obligations of the Board relevance of Board discussionsattention to strategic issues performance on key areas providing feedback to executivemanagement and assessing the quality quantity and timeliness of flow of informationbetween the Company management and the Board that is necessary for the Board toeffectively and reasonably perform their duties. The evaluation criteria for the Directorsis based on their participation contribution and offering guidance to and understandingof the areas which were relevant to them in their capacity as members of the Board. Theevaluation criteria for the Chairperson of the Board besides the general criteria adoptedfor assessment of all Directors focuses incrementally on leadership abilities effectivemanagement of meetings and preservation of interest of stakeholders. The evaluation of theCommittees is based on assessment of the clarity with which the mandate of the Committeeis defined effective discharge of terms of reference of the Committees and assessment ofeffectiveness of contribution of the Committee's deliberation/recommendations to thefunctioning/ decisions of the Board. The overall performance evaluation process for FY2020was completed and the Board determined that the performance evaluation of BoardDirectors Chairperson and Committees was satisfactory.

Familiarisation Programme for Directors

Independent Directors are familiarised with their roles rights and responsibilities inthe Company as well as with the nature of the industry and the business model of theCompany through induction programmes at the time of their appointment as Directors andthrough presentations on economy & industry overview key regulatory developmentsstrategy and performance which are made to the Directors from time to time. The details ofthe familiarisation programmes have been hosted on the website of the Company and can beviewed at https://www.icicilombard.com/docs/default-source/policies-of-the-company/familiarisation- programme.pdf

The Company apprises new Director about the industry/ business in which it operatesits business model. It also familiarises new Director about the dynamics of the insuranceindustry to help them in meaningful deliberations and in taking informed decisions.

While inducting a Director on the Board the Company issues a formal letter ofappointment to Director which inter alia explains role functions duties andresponsibilities of the Director.

The programme helps the Director to understand the Company its business and theregulatory framework in which the Company operates and equips Director to effectivelyfulfill their role.

During the year Non-executive Independent Directors attended the two days orientationprogramme organised by IRDAI in collaboration with National Insurance Academy in Pune onthe matters pertaining to the General Insurance Industry.

ii) Audit Committee

Terms of reference

(i) Accounts and Audit:

• Oversee the financial statements financial reporting process under Indian GAAPand US GAAP statement of cash flow and disclosure of its financial information both onan annual and quarterly basis to ensure that the financial statement is correctsufficient and credible.

• Recommend the appointment re-appointment terms of appointment and ifrequired the replacement or removal; remuneration reviewing (with management)performance and oversight of the work of the auditors (internal/statutory/concurrent) andto review and monitor the auditor's independence and performance and effectiveness ofaudit process.

• Evaluation of internal financial controls and risk management systems.

• Discuss with the statutory auditors before the audit commences about the natureand scope of audit as well as have post-audit discussions to address areas of concern.

• Approval of payment to statutory auditors and internal auditors or any of itsassociated persons or companies for any other services rendered by them.

• Reviewing with the management the annual financial statements and auditor'sreport thereon before submission to the Board for approval with particular reference to:

> Matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013.

> Changes if any in accounting policies and practices and reasons for the same.

> Major accounting entries involving estimates based on the exercise of judgment bymanagement.

> Significant adjustments made in the financial statements arising out of auditfindings.

> Compliance with listing and other legal requirements relating to financialstatements to the extent applicable.

> Approval or any subsequent modification and disclosure of any related partytransactions of the Company. Provided that the Audit Committee may grant omnibus approvalfor related party transactions proposed to be entered into by the Company subject to suchconditions as may be prescribed.

> Modified opinion(s) in the draft audit report.

• Reviewing with the management the quarterly half-yearly and annual financialstatements before submission to the board for approval.

• To the extent applicable review with the management the statement of uses/enduse/ application of funds raised through an issue (public issue rights issuepreferential issue etc.) and related matter the statement of funds utilised for purposesother than those stated in the offer document/prospectus/notice and the report submittedby the monitoring agency monitoring the utilisation of proceeds of a public or rightsissue and making appropriate recommendations to the Board to take up steps in thismatter.

• Scrutiny of inter-corporate loans and investments if any.

• Valuation of undertakings or assets of the Company wherever it is necessary.

• Oversight of the procedures and processes established to attend to issuesrelating to maintenance of books of account administration procedures transactions andother matters having a bearing on the financial position of the Company whether raised bythe auditors or by any other person.

(ii) Internal Audit

• Review the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.

• Oversee the efficient functioning of the internal audit department and reviewits reports. The Committee would additionally monitor the progress made in rectificationof irregularities and changes in processes wherever deficiencies have come to notice.

• Set-up procedures and processes to address all concerns relating to adequacy ofchecks and control mechanisms.

• Discussion with internal auditors of any significant findings and follow upthere on.

• Review the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the Board.

• Review with the management performance of internal auditors and the adequacyof the internal control systems.

• Look into the reasons for substantial defaults in the payment if any to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors.

• Review the functioning of the Whistle Blower/ Vigil mechanism.

(iii) Compliance & Ethics:

• Review reports on the above and on proactive compliance activities aimed atincreasing the Company's ability to meet its legal and ethical obligations on identifiedweaknesses lapses breaches or violations and the controls and other measures in place tohelp detect and address the same.

• Discuss the level of compliance in the Company and any associated risks and tomonitor and report to the Board on any significant compliance breaches.

• Supervise and monitor matters reported using the Company's whistle blowing orother confidential mechanisms for employees and others to report ethical and complianceconcerns or potential breaches or violations.

• Review of policy on appointment of insurance agents.

• To review and recommend appropriate policy to the Board as may be prescribed byIRDAI from time to time.

• Review key transactions involving conflict of interest.

• Monitor the directives issued/penalties imposed/ penal action taken against theCompany under various laws and statutes and action taken for corrective measures.

• Approval of appointment of Chief Financial Officer or any other person headingthe finance function or discharging that function after assessing the qualificationsexperience and background etc. of the candidate.

• To act as Compliance Committee to discuss level of compliance in the Companyincluding the Company's code of ethics or conduct and any associated risks and to monitorand report to the Board on any significant compliance breaches.

• Review of disclosure under stewardship policy.

• Carrying out any other function if any as is mentioned in the terms ofreference of the Audit Committee and any other terms of reference as may be decided by theBoard and/or specified/ provided under the Companies Act 2013 or the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 or by any other regulatory authority.

Composition

In terms of provisions of the Act and Listing Regulations the Audit Committeecomprises of five (5) Members out of which four (4) are Non-executive IndependentDirectors and one (1) is Non-executive Non-independent Director.

The Audit Committee is chaired by Ashvin Parekh Non-executive Independent Director ofthe Company. The composition of the Audit Committee is given below along with theattendance of the members. The Audit Committee met Eight (8) times during the year underreview on April 18 2019 July 8 2019 July 18 2019 July 19 2019 October 17 2019October 18 2019 January 16 2020 and January 17 2020.

Attendance record of the Members:

Name of Member Number of Meetings held Number of Meetings attended
Ashvin Parekh Chairman 8 8
Lalita D. Gupte 8 8
Uday Chitale 8 8
Murali Sivaraman1 NA NA
Sandeep Batra 8 8

1 Inducted as a member of the Audit Committee w.e.f. January 17 2020

(iii) Investment Committee

Terms of reference

• Overseeing the implementation of the investment policy approved by the Boardfrom time to time.

• Reviewing the investment policy.

• Periodical updation to the Board with regard to investment activities of theCompany.

• Reviewing the investment strategies adopted from time to time and givingsuitable directions as needed in the best interest of the Company.

• Reviewing the broker policy and making suitable amendments from time to time.

• Reviewing counter party/intermediary exposure norms.

• Supervising the asset allocation strategy to ensure financial liquiditysecurity and diversification through liquidity contingency plan and asset liabilitymanagement policy.

• Overseeing the assessment measurement and accounting for other than temporaryimpairment in investments in accordance with the policy adopted by the Company.

• Reviewing the stewardship policy of the Company.

Composition

In terms of Corporate Governance Guidelines issued by IRDAI the Investment Committeecomprises of five (5) Members out of which one (1) is Non-executive IndependentDirector one (1) is Non-executive Non-independent Director one (1) is Whole-timeDirector the Chief Investment Officer and the Chief Financial Officer & Chief RiskOfficer each. The Investment Committee is chaired by Suresh Kumar Non-executiveIndependent Director of the Company.

The composition of the Investment Committee is given below along with the attendance ofthe members. The Investment Committee met four (4) times during the year under review onApril 17 2019 July 18 2019 October 17 2019 and January 16 2020.

Attendance record of the Members:

Name of Member Number of Meetings held Number of Meetings attended
Suresh Kumar Chairman 4 4
Sandeep Batra 4 4
Bhargav Dasgupta 4 4
Vinod Mahajan 4 4
Gopal Balachandran 4 4
J. V Prasad1 2 2

1 Ceased to be member of the Investment Committee w.e.f. September 12 2019

iv) Risk Management Committee

Terms of reference

• Assisting the Board in effective operation of the risk management programme byperforming specialised analysis and quality reviews.

• Reporting to the Board details on the risk exposures and the actions taken tomanage the exposures.

• Advising to the Board with regard to risk management decisions in relation tostrategic and operational matters.

• Review of the Company's risk management and operational risk relatedpolicies/frameworks including those relating to cyber security.

• Review of status update on deviation cases under framework on IIB rates.

• To review the Company's risk - reward performance to align with overall policyobjectives.

• To review the solvency position of the Company on a regular basis.

• To monitor and review regular updates on business continuity.

• To review and recommend appropriate policy including establishment of effectiveRisk Management framework risk management policy and processes to the Board as may beprescribed by IRDAI from time to time.

• To review the Company's risk management and operational risk relatedpolicies/frameworks including fraud monitoring policy & framework and anti-fraudpolicy & framework and monitoring implementation of anti-fraud policy for effectivedeterrence prevention detection and mitigation of frauds.

• To maintain a group-wide and aggregated view on the risk profile of the Companyin addition to the solo and individual risk profile for all categories of risk includinginsurance risk market risk credit risk liquidity risk operational risk compliancerisk legal risk reputation risk etc.

• To carry out any other function if any as prescribed in the terms of referenceof the Risk Management Committee and any other terms of reference as may be decided by theBoard and/ or specified/provided under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as amended or by any otherregulatory authority.

Composition

In terms of provisions of the Act Listing Regulations and Corporate GovernanceGuidelines issued by IRDAI the Risk Management Committee comprises of seven (7) Membersout of which five (5) are Non-executive Independent Directors one (1) is Non-executiveNon-independent Director and one (1) is Whole-time Director. The Risk Management Committeeis chaired by Lalita D. Gupte Nonexecutive Independent Director of the Company.

The composition of the Risk Management Committee is given below along with theattendance of the Members. The Risk Management Committee met four (4) times during theyear under review on April 17 2019 July 18 2019 October 17 2019 and January 16 2020.

Attendance record of the Members:

Name of Member Number of Meetings held Number of Meetings attended
Lalita D. Gupte Chairperson 4 4
Ved Prakash Chaturvedi 4 3
Uday Chitale 4 4
Suresh Kumar 4 4
Ashvin Parekh 4 4
Sandeep Batra 4 4
Bhargav Dasgupta 4 4

v) Policyholders Protection Committee

Terms of reference

• Putting in place proper procedures and effective mechanism to address complaintsand grievances of policyholders including mis-selling by intermediaries.

• Ensuring compliance with the statutory requirements as laid down in theregulatory framework.

• Reviewing the mechanism at periodic intervals.

• Ensuring adequacy of "material information" to the policyholders tocomply with the requirements laid down by the authority both at the point of sale andperiodic intervals.

• Reviewing the status of complaints at periodic intervals.

• Details of grievance at periodic intervals in such formats as may be prescribedby the authority.

• Providing details of insurance ombudsman to the policyholders.

• Monitoring of payments of dues to the policyholders and disclosure of unclaimedamount thereof.

• Review of regulatory reports to be submitted to various authorities.

• To review the standard operating procedures for treating the customer fairlyincluding timeframes for policy and claims servicing parameters and monitoringimplementation thereof.

• To review the framework for awards given by Insurance Ombudsman/Consumer Forums.Analyse the root cause of customer complaints identify market conduct issues and advisethe management appropriately about rectifying systemic issues if any.

• To review all the awards given by Insurance Ombudsman/Consumer Forums remainingun-implemented for more than three (3) months with reasons therefore and report the sameto the Board for initiating remedial action where necessary.

• To review claim report including status of outstanding claims with ageing ofoutstanding claims.

• To review repudiated claims with analysis of reasons.

• Monitoring of the implementation of the approved proposals under IRDAI SandboxRegulation.

Composition

In terms of Corporate Governance Guidelines issued by IRDAI the PolicyholdersProtection Committee comprises of five (5) Members out of which four (4) areNon-executive Independent Directors and one (1) is Whole-time Director. The PolicyholdersProtection Committee is chaired by Ashvin Parekh Non-executive Independent Director ofthe Company. The composition of the Policyholders Protection Committee is given belowalong with the attendance of the Members. The Policyholders Protection Committee met four(4) times during the year under review on April 18 2019 July 19 2019 October 18 2019and January 17 2020.

Attendance record of the Members:

Name of Member Number of Meetings held Number of Meetings attended
Ashvin Parekh Chairman 4 4
Ved Prakash Chaturvedi 4 3
Uday Chitale 4 4
Murali Sivaraman1 NA NA
Bhargav Dasgupta 4 4

1 Inducted as a member of the Policyholders Protection Committee w.e.f. January 172020.

vi) Corporate Social Responsibility Committee Terms of reference

• Formulation of corporate social responsibility policy indicating the activitiesto be undertaken by the Company.

• Recommend to the Board the amount of expenditure to be incurred on the corporatesocial responsibility activities.

• Monitor the corporate social responsibility policy of the Company from time totime.

Composition

In terms of provisions of the Act CSR Committee comprises of four (4) Members out ofwhich three (3) are Non-executive Independent Directors and one is (1) Whole-timeDirector. The CSR Committee is chaired by Uday Chitale Non-executive IndependentDirector of the Company. The composition of CSR Committee is given below along with theattendance of the Members. The CSR Committee met two (2) times during the year underreview on April 17 2019 and July 18 2019.

Attendance record of the Members:

Name of Member Number of Meetings held Number of Meetings attended
Uday Chitale Chairman 2 2
Ved Prakash Chaturvedi 2 1
Murali Sivaraman1 NA NA
Bhargav Dasgupta 2 2

1 Inducted as a Member of the CSR Committee w.e.f. January 17 2020

vii) Stakeholders Relationship Committee

Terms of reference

• Consider and resolve grievances of security holders of the Company includingcomplaints related to transfer of shares non-receipt of annual report and non-receipt ofdeclared dividends issue of new/duplicate certificates general meetings etc.

• Investigating complaints relating to allotment of shares approval of transferor transmission of shares debentures or any other securities.

• Redemption of securities and the listing of securities on stock exchanges.

• Allotment of shares and securities.

• Review of measures taken for effective exercise of voting rights byshareholders.

• Review of adherence to the service standards adopted by the listed entity inrespect of various services being rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the Company for reducingthe quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annualreports/ statutory notices by the shareholders of the company.

• Carrying out any other function as may be decided by the Board or prescribedunder the Companies Act 2013 the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 or by any other regulatoryauthority.

Composition

In terms of provisions of the Act and Listing Regulations the StakeholdersRelationship Committee comprises of Four (4) Members out of which two (2) areNon-executive Independent Directors and two (2) are Whole-time Directors. TheStakeholders Relationship Committee is chaired by Suresh Kumar Non-executive IndependentDirector of the Company. The composition of the Stakeholders Relationship Committee isgiven below along with the attendance of the Members. The Stakeholders RelationshipCommittee met four (4) times during the year under review on April 17 2019 July 182019 October 17 2019 and January 16 2020.

Attendance record of the Members:

Name of Member Number of Meetings held Number of Meetings attended
Suresh Kumar Chairman 4 4
Ved Prakash Chaturvedi 4 3
Bhargav Dasgupta 4 4
Sanjeev Mantri 4 2

Vikas Mehra Company Secretary also acts as the Compliance Officer of the Company.

Number of Complaints

During the year the Company/its Registrar & Share Transfer Agent received thefollowing complaints from SEBI/Stock Exchanges which were resolved within the time frameslaid down by SEBI.

Details of Shareholders' Complaints:

Sr No. Particular No.
1. No. of Shareholders' complaints pending as on April 1 2019 0
2. No. of Shareholders' complaints received during the year 3
3. No. of Shareholders' complaints resolved during the year 3
4. No. of Shareholders' complaints pending as on March 312020 0

During the year under review the Company has not received any complaints w.r.t.Non-convertible Debentures of the Company.

viii) Strategy Committee Terms of reference

Evaluation of various strategic opportunities including acquisitions/divestitures andother strategic initiatives for the Company.

Composition

The Strategy Committee comprises of Four (4) Members out of which two (2) areNon-executive Independent Directors one (1) is Non-executive Non-independent Directorand one (1) is Wholetime Director. The Strategy Committee is chaired by Uday ChitaleNon-executive Independent Director of the Company. The composition of the StrategyCommittee is given below along with the attendance of the Members. The Strategy Committeemet two (2) times during the year under review on July 19 2019 and October 30 2019.

Attendance records of Members:

Name of Member Number of Meetings held Number of Meetings attended
Uday Chitale Chairman 2 2
Ashvin Parekh 2 2
Vishakha Mulye 2 1
Bhargav Dasgupta 2 2
Vishal Mahadevia1 NA NA

1 Ceased to be a Member of the Strategy Committee w.e.f. July 16 2019.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company with the approval of its Board Nomination and Remuneration Committee hasput in place a Policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes and independence of a Director as well asa Policy on Board Diversity.

The Policy on Board Diversity is hosted on the website of the Company and can be viewedat https://www. icicilombard.com/docs/default-source/policies-of-the-companv/board-diversitv-policv.pdf

The remuneration payable to Non-executive Independent Directors is governed by theprovisions of the Act and related rules to the extent applicable and IRDAI guidelinesissued in this regard. The remuneration for the Nonexecutive Independent Directors of theCompany would be sitting fee for attending each meeting of the Board/ Committee asapproved by the Board from time to time within the limits as provided under the Act andrelated rules. Further in compliance with IRDAI guidelines and the Act Non-executiveIndependent Directors of the Company are also paid profit-related commission as approvedby the Board of Directors and Members of the Company from time to time.

Further the Board of Directors at their meeting held on May 2 2020 had approvedpayment of profit-related commission for FY2020 to Non-executive Independent Directors ofthe Company.

IRDAI vide its circular dated August 30 2018 has issued Guidelines on appointment ofCommon/Nominee Director(s) on the Board of Insurance Company wherein it is prescribedthat no remuneration (except sitting fees to Non-executive Directors) shall be paidwithout prior approval of IRDAI. Accordingly during the year the Company had receivedapproval from IRDAI for payment of profit- related commission to common Directors forFY2019.

All the Non-executive Independent Directors would be entitled to reimbursement ofexpenses for attending Board/Committee Meetings and official visits. The Policy onAppointment and Compensation of Employees and Framework for Remuneration to Non-executiveDirectors is hosted on the website of the Company and can be viewed athttps://www.icicilombard.com/docs/default-source/policies-of-the-company/policy-on-appointment-and-compensation-of-employees-and-framework-for-remuneration-to-non-executive-directors.pdf

INDEPENDENT DIRECTORS' MEETING

The code of conduct for Independent Directors prescribed vide Schedule IV of the Actprovides for an evaluation mechanism for the Board Chairperson Non-executive DirectorsWhole-time Directors which would need to be done at a separate Meeting of IndependentDirectors without the attendance of Non-independent Directors and members of themanagement.

Non-executive Independent Directors of the Company met on April 18 2019 without thepresence of Whole-time Directors Non-executive Non-independent Directors and managementpersonnel to discuss the framework for evaluation of Directors. They also have a separateMeeting every quarter with the Non-executive Chairperson without any of the Whole-timeDirectors being present to discuss issues and concerns if any. All Independent Directorsof the Company were present at this meeting.

DETAILS OF MANAGERIAL REMUNERATION FOR FY2020

i) Whole-time Directors:

The Board at its meeting held on April 18 2019 based on recommendation of the BoardNomination and Remuneration Committee had approved revision in the remunerationperformance bonus and long term performance pay payable to the Whole-time Directors.Subsequently Members of the Company had approved the same in the 19th AGM ofthe Company held on June 27 2019. Further IRDAI vide its letter dated December 26 2019had approved the same.

The details of remuneration of Whole-time Directors for FY2020 are as under:

Particulars

Details of Remuneration (Rs. in Million)

Bhargav Dasgupta Alok Kumar Agarwal Sanjeev Mantri
Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961
Salary and Allowances for FY2020 43.95 24.40 26.74
Variable pay paid in FY2020 including deferred variable pay for previous years1 22.93 12.88 13.67
Value of perquisites under Section 17(2) of Income-tax Act 19612
Perquisites 0.17 1.16 1.41
Profit in lieu of salary under Section 17(3) of Income-tax Act 1961 - - -
Stock Options - ICICI Lombard General Insurance Company Limited (nos) 192100 68300 75900
Stock Options - ICICI Bank Limited (nos)3 228200 69600 82000
Sweat Equity - - -
Commission - - -
- as % of profit
- others specify
Others - Retirals (PF) 2.94 1.35 1.57

Note: For the financial year ended March 312020 the numbers indicated are the amountspaid/options granted during the year FY2020 as per IRDAI approvals.

1 The Variable pay includes deferred variable pay of previous years as approved byIRDAI and paid during FY2020.

2 Value of perquisites exclude stock options exercised during FY2020 which does notconstitute remuneration paid to the Whole-time Directors for FY2020.

3. Subject to approval as per IRDAI.

Provisions towards gratuity leave accrued and long term performance pay are determinedactuarially on an overall basis and accordingly have not been considered for the abovedisclosure.

ii) Non-executive Independent Directors:

Non-executive Independent Directors are appointed for their professional expertise intheir individual capacity as professionals. Non-executive Independent Directors do nothave any material pecuniary relationship with the Company other than the sitting fees andprofit-related commission payable to them. As provided in Articles of Association of theCompany the fees payable to the Non-executive Independent Directors for attending ameeting of the Board or Committee thereof is decided by the Board of Directors from timeto time within the limits prescribed by the Act.

The details of sitting fees and profit-related commission paid to Non-executiveIndependent Directors of the Company during FY2020 are as follows:

(Rs. in Million)
Names of the Director Sitting fees Profit-related Commission1
Lalita D. Gupte 1.27 1.00
Ved Prakash Chaturvedi 0.93 1.00
Uday Chitale2 1.51 1.00
Suresh Kumar 0.89 1.00
Ashvin Parekh2 1.45 1.00
Vishal Mahadevia3 0.16

-4

Murali Sivaraman5 NA 0.20

1 Profit-related commission for FY2020 will be paid in FY2021.

2 Being Common Directors as per IRDAI guidelines profit- related commission is subjectto approval of IRDAI.

3 Ceased to be Non-executive Independent Director of the Company w.e.f. July 16 2019.

4 Pursuant to IRDAI letter.

5 Appointed as an Additional Director in the category of Nonexecutive IndependentDirector of the Company w.e.f. January 17 2020.

(iii) Non-executive Non-independent Directors:

Non-executive Non-independent Directors were not eligible for any sitting fees andprofit-related commission during FY2020.

Remuneration disclosures pursuant to IRDAI guidelines

Pursuant to IRDAI guidelines on Remuneration of Non-executive Directors and ManagingDirector/ Chief Executive Officer /Whole-time Directors of Insurers ("IRDAIGuidelines") issued vide reference no. IRDA/F&A/GDL/LSTD /155/08/2016 datedAugust 5 2016 requires the Company to make the following disclosures on remuneration onan annual basis in the Annual Report:

Compensation Policy and Practices (i) Qualitative Disclosures

A. Information relating to the design and structure of remuneration processes

1. Key features and objectives of Remuneration Policy

The Company has under the guidance of the Board and the Board Nomination andRemuneration Committee ("BNRC/Committee") follows compensation practicesintended to drive meritocracy and fairness.

The twin pillars of performance management and talent management system are closelyintertwined with the compensation benefits and reward mechanism of the Company. While theCompany strives to ensure internal and external equity that are consistent with emergingmarket trends its business model and affordability based on business performance sets theoverarching boundary conditions. This approach has been incorporated in the CompensationPolicy the key elements of which are given below:

a. Effective governance of compensation:

The BNRC has oversight over compensation. The Committee defines Key PerformanceIndicators (KPIs) for Whole-time Directors and the organisational performance norms forbonus based on the financial and strategic plan approved by the Board. The KPIs includeboth quantitative and qualitative aspects. The BNRC assesses organisational performance aswell as the individual performance for Whole-time Directors. Based on its assessment itmakes recommendations to the Board regarding compensation for Whole-time Directors andbonus for employees including senior management and key management persons.

b. Alignment of compensation philosophy with prudent risk taking:

The Company seeks to achieve a prudent mix of fixed and variable pay with a higherproportion of variable pay at senior levels and no guaranteed bonuses. Compensation issought to be aligned to both financial and non-financial indicators of performanceincluding aspects like risk management and customer service. In addition the Company hasan employees stock option scheme aimed at aligning compensation to long term performancethrough stock option grants that vest over a period of time to senior management andWhole-time Directors. Compensation to staff in financial and risk control functions isindependent of the business areas they oversee and depends on their performanceassessment.

2. Whether the Remuneration Committee reviewed the firm's remuneration policy duringthe past year and if so an overview of any changes that were made.

The Company's Remuneration Policy was reviewed by the BNRC and the Board on April 182019. There were no changes made in Remuneration Policy.

3. Discussion of how the Company ensures that risk and compliance employees areremunerated independently of the businesses they oversee. The compensation of staffengaged in control functions like risk and compliance depends on their performance whichis based on achievement of the key results of their respective functions. Their goalsheets do not include any business targets.

B. Description of the ways in which current and future risks are taken into account inthe remuneration processes

1. Overview of the key risks that the Company takes into account when implementingremuneration measures.

The Board approves the risk framework for the Company and the business activities ofthe Company are undertaken within this framework to achieve the financial plan. The riskframework includes the Company's risk appetite limits framework and policies andprocedures governing various types of risk. KPIs of Wholetime Directors as well asemployees incorporate relevant risk management related aspects. For example in additionto performance targets in areas such as growth and profits performance indicators includeaspects such as Combined Ratio. The BNRC takes into consideration all the above aspectswhile assessing organisational and individual performance and making compensation relatedrecommendations to the Board.

2. Overview of the nature and type of key measures used to take account of these risksincluding risk difficult to measure.

The annual performance targets and performance evaluation incorporate both qualitativeand quantitative aspects including combined ratio reserving and refinement/improvement ofthe risk management framework. 3

3. Discussion of the ways in which these measures affect remuneration.

Every year the financial plan/targets are formulated in conjunction with a riskframework with limit structures for various areas of risk/ lines of business within whichthe Company operates to achieve the financial plan. To ensure effective alignment ofcompensation with prudent risk taking the BNRC takes into account adherence to the riskframework in conjunction with which the financial plan/targets have been formulated. KPIsof Whole-time Directors as well as employees incorporate relevant risk managementrelated aspects. For example in addition to performance targets in areas such as growthand profits performance indicators include aspects such as the combined ratio andreserving. The BNRC takes into consideration all the above aspects while assessingorganisational and individual performance and making compensation related recommendationsto the Board.

4. Discussion of how the nature and type of these measures have changed over the pastyear 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 hencethere is no impact on remuneration.

C. Description of the ways in which the Company seeks to link performance during aperformance measurement period with levels of remuneration

1. Overview of main performance metrics for the Company top level business lines andindividuals.

The main performance metrics include business growth market share profits strategicgoals for future risk metrics (such as combined ratio) compliance with regulatory normsrefinement of risk management processes and customer service. The specific metrics andweightages for various metrics vary with the role and level of the individual.

2. Discussion of how amounts of individual remuneration are linked to the Company wideand individual performance.

The BNRC takes into consideration all the above aspects while assessing organisationaland individual performance and making compensation related recommendations to the Boardregarding the level of performance bonus for employees and the performance assessment ofWhole-time Directors. The performance assessment of individual employees is undertakenbased on achievements vis-a-vis their goal sheets which incorporate the variousaspects/metrics described earlier.

3. Discussion of the measures the Company will in general implement to adjustremuneration in the event that performance metrics are weak including the Company'scriteria for determining 'weak' performance metrics.

The Company's Compensation Policy outlines the measures which the Company willimplement 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 BNRC may decide toapply malus/ clawback on none part or all of the unvested deferred variable compensation.

(ii) Quantitative disclosures (Whole-time Directors including Managing Director &CEO)

The following table sets forth for the period indicated the details of quantitativedisclosure for remuneration of Whole-time Directors including Managing Director & CEO.

Particulars At March 31 2020
Number of Whole-time Directors including Managing Director & CEO having received a variable remuneration award during the financial year 3
Number and total amount of sign-on awards made during the financial year Nil
Details of guaranteed bonus if any paid as joining/sign on bonus Nil
Breakdown of amount of remuneration awards for the financial year (Rs. in Million)
Fixed1 107.37
Variable2 60.41
Deferred 24.16
Non-deferred 36.24
Share-linked instruments2
ICICI Bank3 379800
ICICI Lombard 336300
Total amount of deferred remuneration paid out during the year (Rs. in Million) 13.25
Total amount of outstanding deferred remuneration
Cash (Rs. in Million) 44.43
Shares (nos.) NIL
Shares-linked instruments2
ICICI Bank3-3 4 1225270
ICICI Lombard 465310
Other forms NIL

1. Fixed pay includes basic salary supplementary allowancescontribution to providentfund and gratuity fund by the Company.

2. For the year ended March 312020 variable pay and share-linked instrumentsrepresent amounts paid/options awarded for the year ended March 312020 as per IRDAIapproval.

3. Options granted in FY2020 are subject to approval of IRDAI.

4. Pursuant to the issuance of bonus shares by the ICICI Bank Limited under ICICI BankESOS scheme on June 24 2017 the share-linked instruments have been adjusted withincrease of one option for every 10 outstanding options.

INTERNAL CONTROL

The Company has adopted the following frameworks in accordance with the requirementslaid down under Corporate Governance Guidelines.

i. Internal Audit Framework

The Company has an established internal audit framework approved by the Board which isbased on a risk based approach. An annual risk-based internal audit plan is drawn up onthe basis of risk profiling of the businesses/departments of the Company which is approvedby the Audit Committee.

The key audit findings the recommendations and compliance mechanism are reported tothe Audit Committee every quarter. The Audit Committee actively monitors theimplementation of its recommendations. The Chairman of the Audit Committee briefs theBoard on deliberations at the Audit Committee Meeting in relation to the key auditfindings.

I n accordance with IRDAI directives the Company carries out a concurrent audit ofinvestment operations through a Chartered Accountant firm and reports the findings to theAudit Committee.

ii. Internal Controls over Financial Reporting

The Company has in place adequate internal financial controls commensurate with sizescale and complexity of its operations. The effectiveness of internal controls overfinancial reporting are exhibited through controls testing with samples and have notreported any deficiencies. The Company has in place entity level controls which broadlycovers corporate governance core committees core policies and risk and fraud controlframework and have found no deficiencies in its annual evaluation for FY2020.

The COVID-19 pandemic outbreak has had far reaching impact on several critical riskareas of the business. The Company on assessment of the associated risks commencedpreparation for risk mitigation at the beginning of March 2020. The Company activated theCrisis Management Team ("CMT") that has been regularly reviewing the developingsituation to calibrate the Company's response. The CMT conceptualised and formulated thebusiness continuity plans for the Company prioritizing the dual objectives of employeesafety and delivering customer commitments. From an entity level risk evaluationperspective the Company believes that the risks arising out of the pandemic are presentlyat manageable levels for the Company. Processes and controls followed to prepare thefinancials were also found to hold good and no new financial reporting risks were observedon account of COVID- 19. The Company is closely watching the developing situation forappropriate risk mitigation and management.

Risk Management Framework

The objective of the Risk Management Framework of the Company is to ensure that variousrisks are identified measured mitigated and that policies procedures and standards areestablished to address these risks for systemic response and adherence. The Company hasidentified enterprise wide risks which are categorised under five broad risk groupsnamely Credit Risk Market Risk Underwriting Risk Operational Risk and Strategic Risk.The broad structure of Risk Management Framework is as follows:

> Risk Identification Assessment and Mitigation process;

> Risk Management and Oversight structure; and

> Risk Monitoring and Reporting Mechanism.

As part of the Enterprise Risk Management ("ERM") exercise critical risksalong with the detailed mitigation plan are presented to the Risk Management Committee ona quarterly basis. The risk mitigation plans are monitored regularly by the Company toensure their timely and appropriate execution. The Company further measures each of itsrisk items against a set of predefined tolerance levels. These levels and the subsequenttolerance scores are classified as high medium and low risk respectively.

The risks are further monitored on a quarterly basis by using a heat map based onprobability and severity. A Risk register is maintained to capture inventory of risks thatthe Company is exposed to along with mitigation and corrective action plans. The RiskManagement Committee is updated on the progress on a quarterly basis.

The ERM function of the Company undertakes a comprehensive Risk and ControlSelf-Assessment (R & CSA) activity for all units forming part of the risk universe ofthe Company to manage the existing and emerging risk areas for the Company.

The senior management of the Company is responsible for a periodic review of the riskmanagement process to ensure that the process initiatives are aligned to the desiredobjectives.

The Company has an Operational Risk Management Committee a Market Risk ManagementCommittee and an Outsourcing Committee. The referred Committees are internal governanceCommittees comprising of various functional heads of the Company to monitor the levels ofrisk and their effective management in different focused areas of ERM.

The Internal Audit Department is responsible for reviewing the adherence to variousrisk management processes within the Company and for the review of self-assessments ofrisk management activities. Further compliance testing is done on a periodic basis andthe Audit Committee is kept apprised of the outcome of the same.

The Reinsurance Program of the Company defines the retention limit for various classesof products. Further the Company has in place a risk retention reinsurance philosophywhich defines the product- wise retention limits on a per-risk basis as well as aretention limit on a per-event basis. The Underwriting Policy defines product-wiseapproval limits for various underwriters. The Investment Policy lays down the assetallocation strategy to ensure financial liquidity security and diversification. TheCompany also has in place a Capital Adequacy and Liquidity Management Framework and anAsset Liability Management Policy. These policies ensure maintenance of adequate level ofcapital at all times to meet diverse risks related to the market and the Company'soperation. The Operational Risk Management Policy defines the tolerance limits and laysdown the framework for monitoring supervision reporting and management of operationalrisks of the Company. The Company has also adopted the Information Security Policy andCyber Security Policy in line with the Group Information Security Policy and theGuidelines issued by IRDAI on Information & Cyber Security. The Company also has anInformation Security Committee which reviews the key risks and mitigations plans withrespect to information security.

Stress testing is conducted to identify and quantify the overall impact of differentstress scenarios on the Company's financial position.

The Company was the first Indian Company to be certified by the British StandardInstitution (BSI) for its ERM Framework being compliant with ISO 31000:2018 standard.

The Risk Management Framework of the Company is overseen by the Risk ManagementCommittee of the Board. The Company has a Chief Risk Officer who is responsible for theimplementation and monitoring of the framework.

Cyber Security

Digital transformations have been making waves across all industries and there aremultiple areas that are creating disruptions in technology. Such rapid digitisation ofbusinesses has made cyber security increasingly important. Focus on cyber security is alsoincreasing rapidly due to many highly innovative and disruptive security breachesthreatening financial services industry.

The Company has a governance framework for cyber & information security withoversight from the Information Security Committee which has executive levelrepresentatives from all functions within the Company. The security strategy is based onthe principles of "defence in depth" strategy in order to strengthen themanagement of IT risk and controls.

The Company has established a Board approved Information & Cyber Security Policywhich also incorporates a cyber crisis management plan. Implementation of the Information& Cyber Security Policy & plan ensures all information assets are safeguarded byestablishing comprehensive management processes throughout the Company. The Company'scyber security approach covers all aspects of prevention detection and response to cyberthreats. Some of the implemented controls include Distributed Denial of Service

(DDoS) Advanced Threat Prevention (Anti-APT) Next Generation Firewall with integratedIntrusion Prevention System (IPS) Threat Intelligence and Simulation services etc.

As part of our Information Security framework based on ISO 27001:2013 standardindependent auditors periodically review validate and certify the controls implemented bythe Company.

RISK MANAGEMENT ASSESMENT ON COVID-19

The COVID-19 pandemic outbreak has had far reaching ramifications in terms of itsimpact on human lives and business. The pandemic has impacted various organisations acrossthe globe in unprecedented ways including impacting several critical risk areas.

The Company anticipating the spread of COVID-19 and the associated risks commencedpreparation for risk mitigation at the beginning of March 2020. The Company already had aBusiness Continuity Management Policy and Crisis Management Framework in place. TheCompany activated the CMT comprising the members of the Management Committee and Head ofRisk Management. The CMT has been regularly reviewing the developing situation tocalibrate the Company's response accordingly.

The broad measures undertaken taken by the Company to handle the crisis arising due tospread of COVID-19 covers the critical areas of employee safety and social distancingemployee engagement and welfare key initiatives with respect to re-alignment and reviewof internal processes transactions reporting and ensuring minimum business continuityobjective.

The Company also undertook a thorough risk assessment and evaluation with respect tothe impact of the pandemic outbreak on various areas of enterprise risk such as creditrisk market risk underwriting risk operational risk and strategic risk.

Certain key risk assessments undertaken by the Company in the wake of COVID -19 includetherein the following:

I. Credit Risk Management

The Company faces a credit risk predominantly with respect to its re-insurance andinvestments portfolio. AM Best in the first week on April 2020 issued a 'stable' outlookfor the global reinsurance industry. The Company has a strong panel of reinsurers andduring the renewal process had further improved the quality and strength of the panel. Thetop 10 international re-insurers on the panel of the Company are leading players in theglobal re-insurance market. At this point in time the Company believes that thereinsurance risk is adequately managed.

Although there was a decline in the listed equity portfolio as at March 31 2020thereby impacting the solvency the solvency margin continued to be well over theregulatory prescribed limit of 1.50 times after taking the impact of the Mark to Marketmovement.

The Company is continually monitoring the credit ratings of investee companies and ifa reasonable decline in credit worthiness of investee companies is observed remedialaction will be undertaken if the decline in rating is assessed as a sustained featuregoing in the long term horizon.

II. Market Risk Management

The Company closely monitors the market movement in the equity and debt portfolio andthe Company's risk management philosophy is that if the decline in the portfolio exceedsthe risk appetite and risk tolerance thresholds defined in the Risk Management Frameworkappropriate call would be taken by the Company on its investment portfolio to address thesame.

The Company has a defined risk threshold for quantum of investment in liquid assets tomanage liquidity risk and the Company was within the risk tolerance threshold as on March31 2020. The Company has a fair proportion of its total investment assets as at March 312020 in various liquid assets such as liquid mutual funds commercial paper commercialdeposit treasury bills etc.

The Company monitors its foreign currency risk on payment obligations and monetaryreceipts. It also undertakes certain measures to mitigate its forex risk.

III. Underwriting Risk Management

The Company is leveraging on technology and undertaking virtual risk inspections (VRA)wherein customer site inspections are being undertaken via video streaming. The Companyhas also prepared detailed risk questionnaires (in cases where virtual inspection isdifficult) wherein responses are being sought from customers and accordingly underwritingdecisions are being taken based on information furnished by the customers. Wherever theCompany is required to undertake an inspection in accordance with the formalised RiskInspection Guidelines of the Company the required physical inspection of the risk will beundertaken post the lockdown being lifted.

The Company is required to appoint a surveyor to undertake inspection of sites where aclaim has been reported and submit a loss assessment report prior to settlement ofclaims. The Company was focused on appointing those surveyors who possess the requiredtechnological tools for undertaking virtual surveys for claims assessment.

From a loss mitigation perspective the Company undertook a classification of risks inthe property segment of business. Accordingly for the high risk business segments theCompany prepared a risk mitigation advisory for its customers with the objective ofreducing the probability and severity of losses.

Sensing the need of customers the Company launched the COVID-19 Protection Cover whichis offered in a group construct mode to get the benefits of diversity.

The impact of COVID-19 did not breach the overall risk appetite levels of the Companyas at March 31 2020 and the Company does not foresee the pandemic outbreak having amaterial impact on its profitability from a loss ratio perspective at this point in time.

IV. Operational Risk Management

COVID-19 did not impact the Company's emphasis on the control environment riskassessment control activities information and communication and monitoring controlsexcept for a few operational deviations like:

• Relying on electronic document wherever physically signed document was procuredearlier for policy booking.

• Exhibiting a maker-checker sign off via technology based approval platformswhich in normal circumstances are taken on hard copies in certain defined cases.

The Company kept a close focus on cyber security in a Work From Home ("WFH")environment. The cyber security practices were strengthened in view of the external threatenvironment. WFH best practices including Do's and Don'ts were rolled out to users on aperiodic basis using various digital communication channels in the Company. Securityrelated educational videos were published to employees to ensure security in a WFHenvironment.

Processes followed to prepare the financials were effective and no new financialreporting risks were observed. The Company did not observe any deviations in the processof procuring information for preparing the financials. The process of performingreconciliations to match the information in financial systems vis-a-vis the respectivefeeder systems is being followed in a business as usual environment.

V. Strategic Risk Management

The Company believes that on account of the pandemic outbreak and lockdown orders bythe Government the quantum of business sourced could be below the level of business donehad there been no lockdown.

By virtue of industries and offices staying closed the quantum of new business sourcedwould be at lower levels and the Company would continue to generate revenue throughrenewals of its current policies.

The Company took continual and proactive efforts on a sustained basis for educatingpolicyholders through SMS e-mails etc. with respect to utilising digital methods.

Various customer communications with respect to service reassurance and also foreducating customers on utilising technology platforms for availing insurance servicesincluding digital premium payments were undertaken by the Company.

With respect to reputational risk management the Company believes that there have beenno untoward incident(s) faced which would have a material impact on the brand reputationof the Company in the period of the lockdown till date.

VI. Enterprise Risk Evaluation and Management

Whilst it is difficult to assess the extent of human and financial cost that the IndianSociety and the economy will have to incur before things come back close to business asusual at this point in time from a risk evaluation perspective the Company believes thatthe risks arising out of the pandemic are at manageable levels for the Company. TheCompany would continue to closely watch the developing situation for appropriate riskmitigation and management.

GENERAL BODY MEETINGS:

i) Annual General Meetings

The details of the AGMs held in the last three financial years are given below:

Annual General Meeting Day Date Time Venue
Nineteenth Annual General Meeting Thursday June 27 2019 11.30 a.m. Ravindra Natya Mandir P L. Deshpande Maharashtra Kala Academy Near Siddhivinayak Temple Sayani Road Prabhadevi Mumbai 400 025
Eighteenth Annual General Meting Thursday July 12 2018 2.30 p.m. Swatantrya Veer Savarkar Auditorium 252 Shivaji Park Dadar (West) Mumbai 400 028
Seventeenth Annual General Meting Monday July 10 2017 3.30 p.m. ICICI Bank Limited ICICI Bank Towers Bandra Kurla Complex Bandra (East) Mumbai 400 051

The details of the Special Resolutions passed in the AGMs held in previous threefinancial years are given below:-

General Body Meeting Day and Date Special Resolution
Nineteenth Annual Thursday No special resolution was passed
General Meeting June 272019
Eighteenth Annual Thursday 1. Approval and ratification of ICICI Lombard General Insurance Company
General Meeting July 12 2018 Limited-Employee Stock Option Scheme-2005.
2. Approval to Grant of Employee Stock Option to the Employees/Directors of Holding and Subsidiary Company(ies) (Present & Future) under the Revised Scheme.
Seventeenth Annual Monday 1. Amendment to Articles of Association of the Company.
General Meeting July 10 2017 2. Revision of ICICI Lombard General Insurance Company Limited Employee Stock Option Scheme-2005.
3. To permit foreign portfolio investors registered with SEBI to acquire and hold equity shares of the Company under the foreign portfolio investment scheme or any other permissible mode under FEMA up to an aggregate limit of 49% of the paid-up equity share capital of the Company.

Extraordinary General Meeting (EGM)

No Extraordinary General Meeting was held during the financial year under review.

Postal Ballot

During FY2020 the Members of the Company had passed following resolutions throughPostal Ballot on March 15 2020:

1. Re-appointment of Sanjeev Mantri (DIN: 07192264) as a Whole-time Director designatedas Executive Director-Retail of the Company- Ordinary resolution.

2. Amendment to the ICICI Lombard Employees Stock Option Scheme-2005- Specialresolution.

Procedure

The Company follows the procedure as prescribed under Section 108 and Section 110 ofthe Act read with Rule 22 of the Companies (Management and Administration) Rules 2014Secretarial Standard-2 on General Meetings and Regulation 44 of Listing Regulations asamended from time to time. The Members were provided the facility to cast their votesthrough electronic voting ("e-voting") or through physical postal ballot form.The Board of Directors of the Company appointed P N. Parikh (FCS 327) of Parikh &Associates Practicing Company Secretaries as the Scrutiniser for conducting the postalballot process. The Scrutiniser submitted his report after the completion of the scrutinyof the postal ballots (including e-voting). Considering the combined results of the PostalBallot via postal ballot forms and e-voting facility the resolutions were passed on March15 2020. The results were declared on March 16 2020 and communicated to the stockexchanges and displayed on the Company's website at www.icicilombard.com. Thedetails of the voting pattern is given below:

Amendment to the ICICI Lombard Employees Stock Option Scheme-2005 - Special Resolution

Total No. of shareholders 246532
Total No. of equity shares 454435954
Particulars Number of Votes % of votes
Total No. of equity shares 454435954
No. of Votes - in favour 339361704 91.94
No. of Votes - against 29733920 8.06

DETAILS OF THE ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS DURING THE YEAR

The Company in its ordinary course of business recieve orders fromRegulators/Courts/Tribunals. There are no significant material orders passed by theRegulators/Courts/Tribunals which would impact the going concern status of the Company andits future operations.

MEANS OF COMMUNICATION

It is the Company's belief that all stakeholders should have access to completeinformation regarding its position to enable them to accurately assess its futurepotential. The Company disseminates information on its operations and initiatives on aregular basis. The Company's website (www.icicilombard.com) serves as a keyawareness facility for all its stakeholders allowing them to access information at theirconvenience. It provides comprehensive information on the Company's strategy financialperformance operational performance and the latest press releases.

The Company's investor relations personnel respond to specific queries and play aproactive role in disseminating information to both analysts and investors. Allinformation which could have a material bearing on the Company's share price is releasedthrough as per regulatory requirements. The information is also disseminated to theNational Stock Exchange of India Limited (NSE) and BSE Limited (BSE) from time to time.

The financial and other information and the various compliances as required/prescribedunder the SEBI Regulations are filed electronically with NSE and BSE through NSEElectronic Application Processing System (NEAPS) and through BSE Listing Centre and arealso available on their respective websites in addition to the Company's website.Additionally information is also disseminated to NSE and BSE wherever required by e-mail.

The Company's quarterly financial results are published in the Financial Express(Mumbai Pune Ahmedabad Lucknow Delhi Calcutta Chandigarh Chennai BangaloreHyderabad Cochin edition) and Loksatta (Mumbai edition). The financial results officialnews releases analyst call transcripts and presentations are also available on theCompany's website and can be viewed at https://www. icicilombard.com/investor-relations

To resolve the queries of shareholders relating to securities dividend annual reportand other aspects relating to shareholders of the Company the Company has hostedInvestor's Frequently Asked Questions ("Investor FAQs"). Investor FAQs can beviewed at https:// www.icicilombard.com/investor-relations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report for the financial year under review is presented in a separate sectionforming part of this Annual Report.

GENERAL SHAREHOLDER INFORMATION

Registration No. 129408
Corporate Identification Number (CIN) L67200MH2000PLC129408
Financial Year 2019-20
Board meeting for adoption of Audited Financial Accounts Saturday May 2 2020
Day Date and Time of 20th Annual General Meeting Thursday August 13 2020 at 2.00 p.m.
Venue Through Audio - Video Conference
Financial Year April 1- March 31
Book Closure NA
Date of Dividend Payment NA
Company's Website www.icicilombard.com

ii) Dividend History along with its date of transfer to Investor Education andProtection Fund (IEPF): FY2019-20

Dividend Type Percentage Date of Declaration Date of Transfer to IEPF
Interim 35.0% October 18 2019 November 18 2026

 

FY2018-19
Dividend Type Percentage 1 ^HDate of Declaration Date of Transfer to IEPF
Final 35.0% June 272019 August 5 2026
Interim 25.0% October 20 2018 November 19 2025

 

FY2017-18
Dividend Type Percentage 1 ^HDate of Declaration Date of Transfer to IEPF
Final 25.0% July 12 2018 August 13 2025
Interim 7.5% October 17 2017 November 16 2024
Interim 7.5% June 232017 July 29 2024

 

FY2016-17
Dividend Type Percentage Date of Declaration Date of Transfer to IEPF
Interim 10.0% March 25 2017 April 30 2024
Interim 10.0% December 23 2016 January 29 2024
Interim 8.0% September 26 2016 November 1 2023
Interim 7.0% June 272016 August 2 2023

 

FY2015-16
Dividend Type Percentage Date of Declaration Date of Transfer to IEPF
Interim 7.5% March 28 2016 April 27 2023
Interim 7.5% December 24 2015 January 29 2023
Interim 7.5% September 28 2015 October 30 2022
Interim 7.5% June 232015 July 29 2022

FY2014-15

Dividend Type Percentage Date of Declaration Date of Transfer to IEPF
Interim 5.0% March 26 2015 May 1 2022
Interim 5.0% December 29 2014 February 3 2022
Interim 7.5% September 24 2014 October 28 2021
Interim 2.5% June 26 2014 August 12021

Members who have not claimed their dividend so far in respect of aforesaid periods arerequested to make their claims by sending an e-mail to einward@ kfintech.com orinvestors@icicilombard.com before the same are due for transfer to IEPF

Further pursuant to the provisions of Section 124 of the Act read with the relevantRules made thereunder shares on which dividend has not been paid or claimed for seven (7)consecutive years or more shall be transferred to IEPF.

During the year under review the Company at multiple occasions sent letters to theshareholders requesting them to claim their unpaid/unclaimed dividend. The letters weresent through various modes such as e-mail physical letters through post and SMS on theirregistered numbers. The Company also provided necessary assistance to the shareholders toclaim their unpaid/unclaimed dividend. The Company has also hosted the details ofunclaimed dividend on the website of the Company and can be viewed athttps://www.icicilombard.com/ investor-relations

The Company has appointed Nodal Officer and Deputy Nodal Officer for the purpose ofco-ordinating with IEPF authorities. The details of Nodal Officer and Deputy Nodal Officerare hosted on the website

of the Company and can be viewed at https://www. icicilombard.com/investor-relations

iii) Disclosures with respect to demat suspense account/unclaimed suspense account

There were no shares lying in the unclaimed suspense account for FY2020.

iv) Listing of Equity Shares and Non-Convertible Debentures on Stock Exchanges

Currently the Equity Shares and Non-convertible Debentures issued by the Company arelisted at:

Stock Exchange

Code for the Company's Securities

Equity Non Convertible Debentures
BSE Limited (BSE) Phiroze Jeejeebhoy Tower Dalal Street Mumbai - 400 001. 540716 954492
National Stock Exchange of India Limited (NSE) Exchange Plaza 5th Floor Plot C/1 G Block Bandra-Kurla Complex Bandra (East) Mumbai - 400 051. ICICIGI ILGI26

The Company has paid annual listing fees for the relevant period to NSE and BSE whereits Equity Shares and Non-Convertible Debentures are listed.

v) Market Price Information

The reported high and low closing prices and volume of equity shares of the Companytraded on BSE and NSE during the period from April 1 2019 to March 31 2020:

Month

BSE

NSE

Total
High (Rs.) Low (Rs.) Volume High (Rs.) Low (Rs.) Volume Volume on BSE & NSE
2019
April 1110.20 995.00 1103234 1112.45 994.45 8838321 9941555
May 1243.00 1031.40 544364 1283.40 1010.00 32697003 33241367
June 1264.50 1081.35 991842 1264.80 1081.10 28759856 29751698
July 1222.90 1011.95 556890 1224.00 1011.15 9319492 9876382
August 1261.75 1121.80 465283 1260.00 1116.20 7949391 8414674
September 1285.35 1101.20 25530607 1284.55 1101.00 33069258 58599865
October 1400.00 1145.85 1615815 1399.00 1146.35 41445390 43061205
November 1399.45 1283.00 473456 1399.75 1282.50 14465535 14938991
December 1439.90 1316.85 533418 1440.40 1315.90 9768817 10302235
2020
January 1435.00 1305.55 401455 1435.15 1304.05 8202108 8603563
February 1398.45 1195.00 842193 1398.00 1192.35 7487047 8329240
March 1278.00 805.60 991008 1279.80 805.00 18775644 19766652

Note: Share price and Index Price are rebased to 100 for closing price as on April 12019.

vi) Inclusion in Morgan Stanley Capital International ("MSCI") Index

MSCI a leading provider in research-based indices and analytics in its Semi-AnnualIndex Review included ICICI Lombard General Insurance Company Limited in the MSCI IndiaDomestic Index w.e.f. May 29 2019. In Indian Capital markets the MSCI index acts as anindicator that helps assess stability and volatility in price of shares and henceessentially tracked by Foreign Institutional Investors (FIIs). The index is reviewedquarterly with the objective of reflecting a change in the underlying equity markets in atimely manner while limiting undue index turnover. The weightage of Company in MSCI indexmay vary depending on basis of turnover market capitalisation dividend return etc. As onMarch 31 2020 along with MSCI India Domestic Index the Company is a part of MSCI IndiaDomestic Midcap Index MSCI India Midcap Index and MSCI India SMID Cap Index.

vii) Share Transfer System

Pursuant to SEBI Notification No. SEBI/LAD- NRO/GN/2018/24 dated June 8 2018 andfurther amendment vide Notification No. SEBI/LAD-NRO/ GN/2018/49 dated November 30 2018request for effecting transfer of securities in physical form (except in case oftransmission or transposition of securities) is restricted w.e.f. April 12019. In case ofshares in electronic form the transfers are processed

by NSDL/CDSL through respective Depository Participants. In compliance with the ListingRegulations a Practicing Company Secretary carries out audit of the System of Transferand a certificate to that effect is issued. Therefore Members holding shares in physicalform are requested to take action to dematerialise the Equity Shares of the Companypromptly.

The Members can contact the Company or Company's RTA i.e. KFin Technologies PrivateLimited for assistance in this regard. Members may also refer to Investor FAQs hosted onthe website of the Company and can be viewed at https://www. icicilombard.com/investor-relations.

viii) Dematerialisation of Shares and Liquidity

The Company's shares are compulsorily traded in dematerialised form on NSE and BSE.Equity shares of the Company representing 99.99% of the Company's equity share capital aredematerialised as on March 31 2020. Under the Depository System the InternationalSecurities Identification Number (ISIN) allotted to the Company's shares is INE765G01017.

ix) Registrar and Share Transfer Agents

Karvy Fintech Private Limited the Registrar and Share Transfer Agent ("RTA")of the Company for its equity shares had changed its name to KFin Technologies PrivateLimited w.e.f. December 5 2019.

RTA of the Company is Link Intime India Private Limited for Non-convertible Debenturesissued by the Company.

Investor services related queries/requests/complaints may be directed at the address asunder:

Equity Shares Non-convertible Debentures
KFin Technologies Private Limited Link Intime India Private Limited
Selenium Tower B Plot 31-32 Gachibowli 247 Lal Bahadur Shastri Marg
Financial District Nanakramguda Surya Nagar Gandhi Nagar
Hyderabad 500 032 Vikhroli West Mumbai 400 083
Tel: +91-40-6716 2222 Fax: +91-40-2343 1551 Tel: +91-22-2596 3838 Fax: +91-22-2594 6979
E-mail: einward.ris@kfintech.com E-mail: debtca@linkintime.co.in

x) Information on Shareholding:

a. Shareholding pattern of the Company as on March 31 2020:

Sl. No. Category/Name of Shareholder Number of shares on March 31 2020 % total
1. ICICI Bank Limited (Promoter) 253843806 55.86
2. Foreign Institutional Investors/Foreign Portfolio Investors 106300687 23.39
3. Domestic Mutual Funds 47562236 10.47
4. Retail Shareholders 25737779 5.67
5. Alternative Investment Funds 8636940 1.90
6. Bodies Corporates 4762210 1.05
7. Qualified Institutional Buyers 3146848 0.69
8. Directors 1276798 0.28
9. Non-Resident Indian (Non-Repatriation) 878989 0.19
10. HUF 609724 0.13
11. Domestic Banks/Financial Institutions 561741 0.12
12. Non-Resident Indian 487328 0.11
13. Clearing Members 371351 0.08
14. NBFCs 192095 0.04
15. Trusts 97035 0.02
16. Foreign Nationals 697 0.00
Total 454466264 100.00

b. Shareholders of the Company with more than 1% holding as on March 31 2020

(other than promoter of the Company):

Sr. No. Name No. of shares % of total Number of shares
1. SBI Mutual Fund through its various schemes 13233555 2.91
2. Aditya Birla Mutual Fund through its various schemes 6796301 1.50
3. Kotak Mahindra Mutual Fund through its various schemes 5902048 1.30

As on March 31 2020 no shareholder of the Company held more than 5% shareholding ofthe Company other than Promoter of the Company.

c. Distribution of shareholding of the Company as on March 31 2020:

Sr. No.

Distribution Schedule

Category No. of cases % Amount (Rs.) %
1. 1-5000 237210 98.05 106778710 2.35
2. 5001-10000 2201 0.91 14717190 0.32
3. 10001-20000 962 0.40 13606270 0.30
4. 20001-30000 304 0.13 7458020 0.16
5. 30001-40000 183 0.08 6384480 0.14
6. 40001-50000 103 0.04 4758810 0.10
7. 50001-100000 255 0.11 18390000 0.40
8. 100001 & Above 716 0.30 4372569160 96.21
Total 241934 100.00 4544662640 100.00

xi) Outstanding Global Depository Receipts or American Depository Receipts or warrantsor any convertible instruments conversion date and likely impact on equity

This is not applicable to the Company since the Company has not issued GlobalDepository Receipts or American Depository Receipts or any convertible instruments.

xii) Commodity price risk or foreign exchange risk and hedging activities

This is not applicable to the Company since the Company does not have any derivativesor liabilities denominated in foreign currency.

xiii) Details of utilisation of funds

During the year under review the Company has not raised any funds through PreferentialAllotment or Qualified Institutions Placement as specified under Regulation 32(7A) of theListing Regulations and the Act.

xiv) Plant Locations

This is not applicable to the Company since the Company is not a manufacturing entity.

xv) Correspondence Address

Correspondence relating to the financial performance of the Company may be addressedto:

Sarvesh Agrawal/Vikas Mehra

ICICI Lombard General Insurance Company Limited ICICI Lombard House 414 Veer SavarkarMarg

Near Siddhivinayak Temple

Prabhadevi Mumbai 400 025

Tel No.: +91-22-6196 1100

Fax No.: +91-22-6196 1323

E-mail: investors@icicilombard.com

xvi) Debenture Trustee

Axis Trustee Services Limited

2nd Floor Wadia International Center

Pandurang Budhkar Marg

Worli Mumbai 400 025

Contact No.: +91-22-6226 0075

E-mail: response@axistrustee.com

Website: www.axistrustee.com

xvii) Credit Ratings

Rating Agency Rating Outlook
Non-convertible Debentures
Crisil Limited CRISIL AAA/ Stable Stable
ICRA Limited ICRA AAA Stable
Claims Paying Ability
ICRA Limited iAAA Position: Strong

DISCLOSURES

Related party transactions

There are no materially significant related party transactions that may have potentialconflict with the interest of the Company.

Details of Non - Compliance by the Company penalty strictures imposed on the Companyby the stock exchange or SEBI or any statutory authority on any matter related to capitalmarkets

No penalties or strictures have been imposed on the Company by the stock exchange orSEBI or any other statutory authority for any non-compliance on any matter relating tocapital markets during the last three years.

ADOPTION OF MANDATORY AND NONMANDATORY REQUIREMENTS

The Company has complied with all mandatory requirements specified in Regulations 17 to27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 of Listing Regulations.

The Company has complied with the non-mandatory requirement of reporting of InternalAuditor directly to the Audit Committee of the Company. The Internal Auditor presents thekey audit findings of internal audit department of the Company to the Audit Committee on aquarterly basis along with compliance status of previous Audit Committee. Also InternalAudior of the Company presents Risk Based Audit Plan to the Audit Committee.

WEBLINK WHERE POLICY FOR DETERMINING MATERIAL SUBSIDIARIES IS DISCLOSED

This is not applicable to the Company since the Company doesn't have any subsidiaryCompany.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

i. Energy & Technology Absorption:

The details of energy and technology absorption is provided in ESG report forming partof this Annual Report.

ii. Foreign Exchange Earnings and Outgo:

During FY2020 expenditures in foreign currencies amounted to Rs.3.59 billion andearnings in foreign currencies amounted to Rs.2.36 billion.

EMPLOYEE STOCK OPTION SCHEME

In FY2006 the Company had instituted an Employee Stock Option Scheme("ESOS") to enable the employees and Directors of the Company to participate inits future growth and financial success. As per ESOS the maximum number of optionsgranted to any employee/ Director in a year shall not except with the approval of theBoard exceed 0.10% of Company's issued equity shares at the time of grant and theaggregate of all such options (net of forfeited/lapsed) is limited to 5% of Company'sissued equity shares on the date of the grant.

The Board at its Meeting held on January 14 2015 and the Members at the Extra-OrdinaryGeneral Meeting held on March 4 2015 had approved the amendment in the Employee StockOption Scheme 2005 to extend the exercise period by three more years in respect ofoptions granted in the years 2005 2006 and 2007.

Options granted in the years 2005 2006 2007 2008 and 2010 vest in a graded mannerover a four year period with 20% 20% 30% and 30% of the grants vesting each yearcommencing not earlier than 12 months from the date of grant. Options granted for the year2009 vest in a graded manner over a five year period with no vesting in the first year and20% 20% 30% and 30% of the grant vesting each year in subsequent four years. Optionsgranted for the year 2011 vest in a gradual manner over a two year period with 40% and60% of the grants vesting each year commencing not earlier than 12 months from the dateof grant. Options can be exercised within a period of 13 years in respect of optionsgranted in 2005 2006 and 2007. Option other than those years can be exercised over aperiod of 10 years from the date of grant or five years from the date of vesting.

Post listing of equity shares of the Company revised Employee Stock Options Schemehas been approved by the Members of the Company and new Options were granted to theeligible employees under normal and special grant in year 2018. Options granted undernormal grant for the year 2018 & 2019 would vest in a graded manner over a three yearperiod with 30% 30% and 40%. Options granted under Special grant would have a lock-inperiod of 36 months from the date of grant with 50% of the options vesting on July 312021 and the remaining 50% vesting on July 312022. Exercise Period for both the grants ofyear 2018 would commence from the date of vesting and will expire on completion of fiveyears from the date of vesting of stock options.

The Company had granted 19343798 Stock Options to the eligible employees from time totime aggregating to 4.26% of the issued equity share capital of the Company. In line withRemuneration Policy of the Company and benefits of stock options granted as a compensationtool the Board of Directors at their Meeting held on January 17 2020 based on therecommendation of the Board Nomination and Remuneration Committee approved the increase inthe exiting ESOS pool that can be granted to the "Eligible Employees" asdefined under the revised Scheme from current 5% to 7% of the aggregate of the number ofissued shares of the Company from time to time on the date(s) of grant of option(s) anddecided to seek the approval of the Members of the Company through Postal Ballot.Subsequently the Members of the Company on March 15 2020 had approved the same throughPostal Ballot.

Particulars of options granted by Company up to March 31 2020 are given below:

Options granted 28447860
Options vested 18488118
Options exercised 14684408
Number of shares allotted pursuant to exercise of options 14681408
Options forfeited/lapsed 9139412
Extinguishment or modification of options* Nil
Amount realised by exercise of options (' in billion) 1.20
Total number of options in force 4624040

* The exercise period for stock options granted between 2005 to 2007 has been modifiedfrom tenth anniversary to thirteenth anniversary.

The details as required under Regulation 14 of SEBI (Share Based Employee Benefits)Regulations 2014 is hosted on the website of the Company and can be viewed at https://www.icicilombard.com/docs/default-source/policies-of-the-company/esos-disclosure-2020.pdf

ANALYSIS OF CUSTOMER COMPLAINTS

a) Customer complaints during FY2020:

No. of complaints pending at the beginning of the year 71
No. of complaints received during the year 2617
No. of complaints redressed during the year 2653
No. of complaints pending at the end of the year 35

b) Awards passed by the Insurance Ombudsman during FY2020:

No. of unimplemented awards at the beginning of the year 0
No. of awards passed by Insurance Ombudsman during the year 156
No. of awards implemented during the year 156
No. of unimplemented awards at the end of the year 0

The Company had not challenged the ombudsman order in higher forums. The Company hascomplied with the Insurance Ombudsman orders as on March 31 2020.

FIT AND PROPER CRITERIA FOR INVESTORS AND CONTINUOUS MONITORING REQUIREMENT

IRDAI guidelines for Listed Indian Insurance Companies prescribes the following:

1. Self-certification of "Fit and proper person" criteria by a personholding/intending to acquire equity shares of 1% or more of paid-up equity share capital.

2. Prior permission of IRDAI for holding shares beyond 5% of the paid-up equity sharecapital.

Further information on detailed procedure and format for self-certification is hostedon the Company's website and can be viewed at https://www.icicilombard.com/docs/default-source/policies-of-the-company/fit-proper-criteria-for-investors-and-continuous-monitoring- requirement.pdf

During the year the Company has obtained Fit & Proper declarations in compliancewith IRDAI guidelines for Listed Indian Insurance Companies.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the 'Green Initiative' the Company has effected electronic delivery ofNotice of AGM and Annual Report to those Members whose e-mail IDs were registered with therespective Depository Participants and downloaded from the depositories viz. NationalSecurities Depository Limited/Central Depository Services (India) Limited. The Act and theunderlying rules as well as Regulation 36 of the Listing Regulations permit thedissemination of financial statements and Annual Report in electronic mode to the Members.Your Directors are thankful to the Members for actively participating in the GreenInitiative and seek your continued support for implementation of the Green Initiative.

As a part of green initiative of Ministry of Corporate Affairs the Company iscontinuously encouraging its shareholders via communications to register their e-mail IDswith their Depository Participant(s).

We believe and endorse the 'Green Initiative' as it would not only rationalise the useof paper but also ensure prompt communication avoid loss in transit and have referencevalue of the communication.

UPDATE ON INDIAN ACCOUNTING STANDARDS IMPLEMENTATION

IRDAI vide its circular dated March 1 2016 had advised all Insurers to follow theIndian Accounting Standards ("Ind AS") as notified under the Companies (IndianAccounting Standards) Rules 2015 subject to any guideline or direction issued by IRDAI.Insurance Companies are required to comply with Ind AS for financial statements foraccounting periods beginning from April 12018 onwards with comparatives for the periodending March 31 2019 and subsequently IRDAI vide its circular dated June 28 2017deferred the implementation of Ind AS in the Insurance Sector in India for a period of twoyears and the effective period of implementation of Ind AS in insurance sector wasdeferred to FY2021. However the requirement of submitting proforma Ind AS financialstatement on a quarterly basis continue to be governed as directed by IRDAI vide itscircular dated December 30 2016.

In compliance with the regulatory requirements the Company has constituted a SteeringCommittee headed by Sanjeev Mantri Executive Director to oversee the implementation ofInd AS. The scope of the Steering Committee includes evaluating the impact on thefollowing areas:

a) Ind AS technical requirements

b) Systems and processes

c) Business impact

d) People

e) Project management

The Company was presenting a status of implementation of Ind AS to its Audit Committeeon a quarterly basis and post that also submitting the same to IRDAI.

During FY2020 IRDAI vide its circular dated January 21 2020 deferred theimplementation of Ind AS. The effective date of implementation shall be decided after thefinalisation of International Financial Reporting Standards ("IFRS") 17 byInternational Accounting Standard Board ("IASB"). IASB has proposed deferral inadoption of IFRS 17 and IFRS 9 to January 12022. IRDAI has also dispensed with therequirement of preparing and submitting proforma Ind AS to the Audit Committee and toIRDAI.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(3)(c) of the Act and the CorporateGovernance Guidelines the Board of Directors confirm:

1. that in the preparation of the annual accounts the applicable accounting standardshave been followed and that no material departures have been made from the same.

2. that they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

3. that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the IRDAI (Preparation of Financial Statements andAuditor's Report of Insurance Companies) Regulations 2002 and provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 Companyand that such internal financial controls were adequate and were operating effectivelyand;

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

ACKNOWLEDGEMENTS

The Company is grateful to the Insurance Regulatory and Development Authority of IndiaMinistry of Corporate Affairs Government of India Reserve Bank of India Securities andExchange Board of India for their continued co-operation support and guidance. TheCompany wishes to thank its investors rating agencies depositories Registrar &Share transfer agent & Stock Exchanges for their support.

The Company would like to express its gratitude for the continued support and guidancereceived from ICICI Bank Limited and its group companies.

The Company would like to take this opportunity to express sincere thanks to its valuedclients and customers for their continued patronage. The Directors express their deepsense of appreciation to all the employees whose outstanding professionalism commitmentand initiative have made the Company's growth and success possible and continue to driveits progress. Finally the Directors wish to express their gratitude to the Members fortheir trust and support.

For and on behalf of the Board
Lalita D. Gupte
May 2 2020 Chairperson
Mumbai DIN: 00043559

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