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ICICI Lombard General Insurance Company Ltd.

BSE: 540716 Sector: Others
NSE: ICICIGI ISIN Code: INE765G01017
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VOLUME 15968
52-Week high 1285.35
52-Week low 703.40
P/E 49.85
Mkt Cap.(Rs cr) 53,325
Buy Price 1173.45
Buy Qty 100.00
Sell Price 1168.30
Sell Qty 50.00
OPEN 1158.75
CLOSE 1153.80
VOLUME 15968
52-Week high 1285.35
52-Week low 703.40
P/E 49.85
Mkt Cap.(Rs cr) 53,325
Buy Price 1173.45
Buy Qty 100.00
Sell Price 1168.30
Sell Qty 50.00

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

Company director report

To the Members

Your Directors have pleasure in presenting the Nineteenth Annual Report of ICICILombard General Insurance Company Limited ("the Company") along with the auditedfinancial statements for the year ended March 31 2019.

INDUSTRY OVERVIEW

The gross direct premium income ("GDPI") of the industry grew from Rs1506.62 billion in FY2018 to Rs 1701.12 billion in FY2019 a growth of 12.9%(Source: IRDAI). The Company's GDPI increased from Rs 123.57 billion in FY2018 toRs 144.88 billion in FY2019 a growth of 17.2%. The Company led the private players(including standalone health insurers) in the general insurance sector with a market shareof 15.6% and had an overall industry market share of 8.5%. The Company is the 4thlargest player in the general insurance sector at March 31 2019 and continued to lead theprivate players in General Insurance Sector.

FINANCIAL HIGHLIGHTS

The financial performance for FY2019 is summarised in the following table:

(Rs billion)
FY2018 FY2019
Gross written premium 126.00 147.89
Earned premium 69.12 83.75
Income from investments 14.82 17.55
Profit before tax 11.96 15.98
Profit after tax 8.62 10.49
EPS- Basic (Rs) 19.01 23.11
EPS- Diluted (Rs) 18.99 23.06

APPROPRIATIONS

The profit after tax for the year ended March 31 2019 is

Rs 10.49 billion. The profit available for appropriation is Rs 35.26 billionafter taking into account the balance of profit of Rs 24.77 billion brought forward fromthe previous year. The Company had declared and paid Rs 2.50 per equity share as afinal dividend for FY2018 and interim dividend for FY2019 respectively aggregating to Rs2.74 billion including dividend distribution tax. The Board of Directors at its meetingheld on April 18 2019 had recommended a final dividend of Rs 3.50 per equity share forFY2019 to the shareholders' for their approval.

SECRETARIAL STANDARDS

During FY2019 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 devised proper systems to ensure compliance with its provisions and is incompliance with the same.

CAPITAL

The total capital invested by shareholders till March 31 2019 including share premiumwas Rs 20.24 billion. The net worth of the Company increased from Rs 45.41 billion atMarch 31 2018 to Rs 53.20 billion at March 31 2019. The solvency position of the Companyat March 31 2019 was 2.24 times as against minimum of 1.50 times prescribed by IRDAI.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The provisions of Section 186(4) of the Companies Act 2013 ("CA2013")requiring disclosure in the financial statements of the full particulars of the loansgiven investment made or guarantee given or security provided and the purpose for whichthe loan or guarantee or security is proposed to be utilized by the recipient of the loanor guarantee or security are 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 OTHER KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company at March 31 2019 consisted of eleven (11)Directors out of which six (6) are Non-executive Independent Directors two (2) areNon-executive Non-independent Directors and three (3) are Whole-time Directors. Lalita D.Gupte was designated as Non-executive Chairperson of the Company by the Board ofDirectors at its meeting held on October 20 2018. None of the Directors of the Companyare disqualified from being appointed as Directors as specified in Section 164(2) of theCA2013 and Rule 14(1) of the Companies (Appointment and Qualifications of Directors)Rules 2014.

All the Directors of the Company have confirmed that they meet the criteria of‘fit and proper' as laid down under Corporate Governance Guidelines of InsuranceRegulatory and Development Authority of India (‘IRDAI').

Changes in composition of the Board of Directors during the year are as follows:

Name of Director Resignation/Cessation With effect from
Vishal Mahadevia Non-executive Independent Director Appointment April 25 2018
N. S. Kannan Non- executive Non-independent Director Resigned due to appointment as MD & CEO of ICICI Prudential Life Insurance Company Limited June 19 2018
Sandeep Bakhshi Non- executive Non-independent Director Appointment June 26 2018
Chanda Kochhar Non-executive Non-independent Director Resigned due to early retirement from ICICI Bank Limited October 5 2018
Sandeep Bakhshi Non-executive Non-independent Director Resigned due to appointment as MD & CEO of ICICI Bank Limited October 5 2018
Sandeep Batra* Non-executive Non-independent Director Appointment October 17 2018
Vishakha Mulye* Non-executive Non-independent Director Appointment October 17 2018

*Vishakha Mulye and Sandeep Batra were appointed as Additional Directors in thecategory of "Non-executive Non-independent" w.e.f. October 17 2018. Theresolutions seeking shareholders' approval for their appointment forms a part of theNotice.

Further the Board of Directors at its meeting held on January 18 2019 approved thefollowing:

1. Re-appointment of Bhargav Dasgupta as Managing Director & CEO of the Company fora period of five (5) years effective from May 1 2019.

2. Re-appointment of Ashvin Parekh as Non-executive Independent Director of theCompany for a second term of five (5) consecutive years effective from April 18 2019.

The above re-appointments were approved by the Members of the Company on March 7 2019by an Ordinary and Special resolution respectively through Postal Ballot. SubsequentlyIRDAI vide its letter dated April 15 2019 had approved the re-appointment of BhargavDasgupta as Managing Director & CEO of the Company for a period of five (5) yearseffective from May 1 2019.

Pursuant to the provisions of Section 203 of the CA2013 the Key Managerial Personnel("KMP") of the Company as on March 31 2019 are as follows:

1. Bhargav Dasgupta Managing Director & CEO

2. Alok Kumar Agarwal Executive Director- Wholesale

3. Sanjeev Mantri Executive Director-Retail

4. Gopal Balachandran Chief Financial Officer

5. Vikas Mehra Company Secretary

Further in accordance with Corporate Governance Guidelines issued by IRDAI the Companyhas eleven (11) Key Management Persons including above mentioned KMPs.

Common Directorships

Section 48A of the Insurance Act 1938 necessitates an approval from the IRDAI forcontinuation of common directorships between insurance companies and insuranceintermediaries. Pursuant to the provisions the Company had made an application to theIRDAI seeking continuation of directorships of Ashvin Parekh having common directorshipwith ICICI Securities Limited (being corporate agent of the Company) and Vishakha Mulye& Uday Chitale having common directorships with ICICI Bank Limited (being corporateagent of the Company) vide its letter dated November 19 2018 which was approved by theIRDAI on March 26 2019.

Further a similar application was made to the IRDAI for Vishal Mahadevia commondirectorship with IDFC First Bank Limited (being corporate agent of the Company) &Ashvin Parekh (due to his re-appointment for a second term with the Company) vide letterdated February 25 2019 and March 15 2019 respectively. The approval from IRDAI isawaited as on the date of this report.

Independent Directors

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the CA2013 and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 ("ListingRegulations").

Retirement by rotation

In terms of Section 152 of the CA2013 Sanjeev Mantri would retire by rotation at theforthcoming Annual General Meeting ("AGM") and is eligible for re-appointment.Sanjeev Mantri has offered himself for re-appointment.

Performance Evaluation of the Board Committees and Directors

Pursuant to the provisions of the CA2013 Guidelines for insurance companies issued byIRDAI and Listing Regulations the Board has carried out an annual performance evaluationof its own performance as a whole and that of its statutory committees and of itsDirectors both Executive and Non-executive including Independent Directors and of itsChairperson. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

DEPOSITS

During the year under review the Company has not accepted any deposits under Section73 of the CA2013.

AUDITORS

Statutory Auditors

IRDAI vide its circular dated May 18 2016 had issued Corporate Governance Guidelines("CG guidelines") wherein criteria for appointment of statutory auditors forinsurance companies had been stated. Pursuant to the CG guidelines the provisions ofappointment of auditors are aligned with the provisions of the CA2013.

The Members of the Company in the Eighteenth AGM held on July 12 2018 had approvedre-appointment of M/s. 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 M/s. PKF Sridhar & Santhanam LLP Chartered Accountants as the Joint StatutoryAuditors of the Company till conclusion of twenty-first AGM i.e. for balance three (3)years out of 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 CA2013 by the Companies (Amendment) Act 2017 effective from May 7 2018 therequirement of seeking ratification of 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 its meeting held on April 18 2019based on the recommendation of the Audit Committee of the Company.

Statutory Audit and other Fees paid to Joint Statutory Auditors

During FY2019 the total fees for the statutory audit and other services rendered bythe Joint Statutory Auditors are given below:

(Rs Million)
Particulars Amount
Joint Statutory Audit Fees 18.00
Tax Audit 1.30
Other Certification Fees 0.88

Auditor's Report

There is no qualification reservation adverse remark or disclaimer made by theauditors in their report.

Secretarial Auditors

Pursuant to provisions of Section 204 of the CA2013 the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and Listing Regulations the Company hadappointed M/s. Dholakia & Associate LLP a firm of practising company secretaries toconduct the secretarial audit of the Company for FY2019. The Secretarial Audit Report isannexed herewith as Annexure A. There are no qualification reservation or adverse remarkor disclaimer made by the secretarial auditor in their report save and except disclaimermade by them in discharge of their professional obligation.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197 ofCA2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 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 is given in an Annexure and forms part of this report. Pursuant to theprovisions of Section 136 of the CA2013 the Directors' Report is being sent to theshareholders of the Company excluding the aforesaid Annexure. Any shareholder interestedin obtaining a copy of the Annexure may write to the Company Secretary at the registeredoffice of the Company.

RELATED PARTY TRANSACTIONS

The Company undertakes various transactions with related parties in the ordinary courseof business. The Company has a Board approved Policy on Related Party Transactions.

The transactions entered into by the Company with related parties were in the ordinarycourse of the business and in all material aspects on an arm's length basis as definedunder the CA2013. The details of related party transactions are disclosed under Note No.5.2.12 of the Notes to Financial Statements for FY2019. All materially significant relatedparty transactions are placed before the Audit Committee on a quarterly basis. The Policyon dealing with related party transactions has been hosted on the website and can beviewed at https://www.icicilombard.com/docs/default-source/shareholding-pattern/policy-on-related-party-transactions.pdf

Particulars of Contracts or Arrangements with Related Parties

All the transactions with related parties are in the ordinary course of business and onarm's length basis and there are no ‘material' contracts or arrangement ortransactions with related parties and thus disclosure in Form AOC-2 [Pursuant to clause(h) of sub-section (3) of section 134 of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014] is not required. Related Party Transactions arebenchmarked for arm's length & approved by Audit Committee. Statutory auditors haveissued an unmodified opinion on the Financial Statements which includes these relatedparty transactions and related disclosures. The above disclosures on ‘material'transactions are based on the threshold of 10 percent of turnover as also defined in theRelated Party Transactions Policy of the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to prescribed provisions of CA2013 and rules framed thereunder extract ofannual return in Form MGT-9 is annexed as Annexure C to this report and the same has beenhosted on the website of the Company and can be viewed at https://www.icicilombard.com/docs/default-source/shareholding-pattern/extract-of-annual-report-in-form-mgt-9.pdf

RISK MANAGEMENT FRAMEWORK

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

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has a Policy against Sexual Harassment and a formal process for dealingwith complaints of harassment or discrimination. The said Policy is in line with relevantAct passed by Parliament in 2013. The Company through its Policy ensures that all suchcomplaints are resolved within defined timelines. Details of complaints are as follows:

Sr. No. Particular No.
a. Number of complaints filed during the financial year 11
b. Number of complaints disposed of during the financial year 9
c. Number of complaints pending as on end of the financial year 2

RURAL AND SOCIAL RESPONSIBILITY

The Company had issued 761664 policies in rural areas and covered 10408643 livesfalling within the norms of rural and social responsibility as prescribed by IRDAI.

DIVIDEND AND DIVIDEND POLICY

The operations have resulted in a profit after tax of

Rs 10.49 billion as compared to a profit after tax of Rs8.62 billion for the previousyear. The Board had approved payment of interim dividend of Rs 2.50 per equity share forFY2019 at its meeting held on October 20 2018. Further the Board at its Meeting held onApril 18 2019 has recommended a final dividend of Rs 3.50 per equity share to theshareholders' for their approval at the forthcoming AGM of the Company.

In terms of Regulation 43A of Listing Regulations the Dividend Policy of the Companyhas been hosted on the Company's website and can be viewed at https://www.icicilombard.com/docs/default-source/s h a r e h o l d i n g - p a t t e r n / d i v i d e n d-policy8c0003ff45fd68ff8a0df0055e698361.pdf

UNPAID/UNCLAIMED DIVIDEND

Pursuant to Section 124 & 125 of CA2013 read with the Investor Education andProtection Fund (Accounting Audit Transfer and Refund) Rules 2016 the Company hadtransferred Rs 1296 of unpaid/unclaimed dividend to the Investor Education and ProtectionFund in FY2019.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted Corporate Social Responsibility (CSR) Committee inaccordance with the provisions of the CA2013. The CSR Committee was constituted comprisingof members of the Board of Directors of the Company. The Committee presently consists of 3Directors with majority being Independent Directors. The CSR policy of the Company andinitiatives taken by the Company on CSR during the year are in accordance with theCompanies (Corporate Social Responsibility Policy) Rules 2014 as given in Annexure D tothis report.

CREDIT RATING

During the year the Company has maintained credit rating of "ICRAAAA/Stable" issued by ICRA Limited and "Crisil AAA/Stable" issued byCrisil Limited for Subordinate Debt raised by the Company. This is the highest ratingregarding safety and timely servicing of financial obligations.

Further the Company maintained its credit rating of "iAAA" awarded by ICRALimited 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 Listing Regulations the Business Responsibility Report (BRR)has been hosted on the Company's website and can be viewed at https://www.icicilombard.com/docs/default-source/shareholding-pattern/business-responsibility-report8c0003ff45fd68ff

8a0df0055e7720e6.pdf. Any member interested in obtaining a copy of the BRR may write tothe Company Secretary at the registered office of the Company.

INTEGRATED REPORTING

The SEBI vide its Circular dated February 6 2017 had recommended the top 500 listedentities to voluntarily prepare their Annual Report adopting the principles of IntegratedReporting prescribed by the International Integrated Reporting Council.

The Company has voluntarily adopted the principles and has prepared its firstIntegrated Report FY2019 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 and otherSenior Management members participate in structured conference calls and periodicinvestor/analyst interactions including one-on-one meeting investor conferences &quarterly earnings calls. The Company conducted 300 meetings with Indian and overseasinvestors and analysts (excluding quarterly earnings calls) during the financial year.

The Company ensures that financial information of the Company is available to all thestakeholders by uploading it at the Company's website. The financial information includesFinancial Statement Press Release Investor Presentation Earnings call transcript andAnnual Report.

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 policyholders employees customers suppliersand other stakeholders based on the principles of good corporate governance viz.integrity equity transparency fairness sound disclosure practices accountability andcommitment to values.

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

The Company's Corporate Governance architecture has been strengthened through variousPolicies 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 inthe dealings 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/shareholding-pattern/whistle-blower-policy.pdf

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

In accordance with the requirements of the SEBI (Prohibition of Insider Trading)Regulations 2015 the Company had formulated a "Code of Conduct to regulate monitorand report trading in equity shares and debt securities by its Employees and OtherConnected Persons" ("the Code"). Pursuant to SEBI (Prohibition of InsiderTrading) (Amendment) Regulations 2018 the Company had amended the Code and also renamedthe Code as "Code of Conduct to regulate monitor and report trading in equity sharesand debt securities by its Directors Designated Employees and Immediate Relatives".The amended Code is applicable to Promoters Member of Promoter's Group all Directors andsuch Designated Employees who are expected to have access to unpublished price sensitiveinformation relating to the Company w.e.f. April 1 2019. The Company has also amended‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation' which is hosted on the website of the Company and can be viewed athttps://www.icicilombard.com/docs/default-source/shareholding-pattern/code-for-fair-disclosure.pdf

CODE OF CONDUCT

The Company is committed to conduct its business with highest standards of complianceand ethical conduct. The Company has in place a Code of Conduct ("the Code") tosummarize the standards of business conduct that must guide the actions of the employees(including all Directors) at all times. The Code aims at observing highest standard ofintegrity honesty fairness and ethical conduct while working for the Company as well aswhile 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/shareholding-pattern/code-of-conduct.pdf

Pursuant to Listing Regulations a confirmation from the Managing Director & CEOregarding compliance with the Code by all the Directors and Members of Senior Managementforms part of this report.

CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of Listing Regulations Certificatefrom the Statutory Auditors on compliance with the conditions of Corporate Governance asstipulated in the Listing Regulations is annexed as Annexure E to this report.

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 for financial reporting for the year endedMarch 31 2019 has been obtained.

MANAGEMENT STRUCTURE

The Company has a multi-tier management structure comprising the Board of Directors atthe apex followed by employees at the top management senior management middle managementand junior management positions to ensure that: i)??Strategic supervision isprovided by the Board; ii)??Control and implementation of Company's strategy isachieved effectively; iii)??Operational management remains focused onimplementation; iv)??Information regarding the Company's operations and financialperformance is made available to stakeholders; v)??Delegation of decision makingwith accountability is achieved; vi)??Financial and operating control and integrityare maintained at an optimal level; vii)?Risk is suitably evaluated and dealt with;viii)??Compliance with applicable acts and regulations is achieved; ix)??Corporateculture that recognizes and rewards adherence to ethical standards is developed.

This multi-tier management structure besides ensuring greater managementaccountability and credibility facilitates increased autonomy of businesses performancediscipline and development of business leaders leading to enhanced public confidence.

BOARD OF DIRECTORS

The Company has a broad-based Board of Directors constituted in compliance with theprovisions of the CA2013 and rules made thereunder Regulation 17 of Listing Regulationsthe Articles of Association of the Company and Corporate Governance Guidelines prescribedfor insurance companies by IRDAI and in accordance with good governance practices.

The Directors of the Company are eminent personalities having diverse experience andsignificant expertise in the fields of accountancy banking finance law strategyinsurance and economics. The Company's Board comprises of eleven (11) Directors out ofwhich six (6) are Non-executive Independent Directors including Chairperson of the Boardtwo (2) are Non-executive

Non-independent Directors and three (3) are Whole-time Directors including ManagingDirector & CEO. The Board has two (2) Non-executive women directors including one (1)women independent director.

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 qualificationknowledge skill sets integrity expertise independence and effective decision making.None of the Directors or their relatives are related to any other Director or employee ofthe Company.

The Company has obtained certificate from M/s. Dholakia & Associates LLP CompanySecretaries in Practice dated April 17 2019 certifying that none of the Directors on theboard of the Company have been debarred or disqualified from being appointed or continuingas Directors of the Company by the Securities and Exchange Board of India/ Ministry ofCorporate Affairs or any such statutory authority as on March 31 2019.

During the year under review the members of the Company approved the re-appointment ofAshvin Parekh as ‘Non-executive Independent director' for a second term of fiveconsecutive years effective from April 18 2019. The members have also approved thereappointment of Bhargav Dasgupta as ‘Managing Director & CEO' for a period offive years effective from May 1 2019.

Composition of the Board of Directors
Name of the Director Category Qualification Field of Specialisation/ Existing skills/ expertise/competence
Lalita D. Gupte (DIN: 00043559) Chairperson Non-executive BA (Eco Hons.) MMS-Master of Management Studies Banking & Finance
Ved Prakash Chaturvedi Independent Director Non-executive Bachelor of Engineering Finance & Investment
(DIN: 00030839) Independent Director PGDM (IIM Bangalore)
Uday Chitale Non-executive B. Com Finance & Audit
(DIN: 00043268) Independent Director Non-executive Fellow Chartered Accountant B. Com (Hons.) Banking & Finance
Suresh Kumar (DIN: 00494479) Independent Director Post Graduation-Investment Management Programme Stanford University and London School of Business Advance Management-Columbia Business School
Vishal Mahadevia1 (DIN: 01035771) Non-executive Independent Director B.S. (Economics) B.S. (Electrical Engineering) Finance & Investment
Ashvin Parekh Non- executive FCA AICWA AICSA Exec Business Strategy
(DIN:06559989) Independent Director MBA INSEAD Corporate Planning Business Transformation across various industries
Vishakha Mulye2 (DIN: 00203578) Non-executive Non-independent Director B.Com Chartered Accountant Banking Investments & Finance
Sandeep Batra2 (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 PGDBA- IIM Bangalore B.E. (Mechanical) 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 Fellow Chartered Accountant Institute of Cost and Works Accountants of India Banking & Insurance

1 Appointed w.e.f. April 25 2018.

2 Appointed w.e.f. October 17 2018.

The Board meets at regular intervals to discuss and decide on business policy andstrategy apart from other board businesses. The Board met six (6) times during the yearunder review on April 25 2018 July 17 2018 October 17 2018 October 20 2018 andJanuary 18 2019. The Board also met on March 13 2019 to discuss business and otherstrategic initiatives. The maximum gap between any two Board meetings was less than OneHundred 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 theDirectors their attendance at Board Meetings during the year attendance at the last AGMand the number of other directorships and Board Committee memberships held

by them at March 31 2019 are set out in the following table:
Name of the Director & Appointed Actuary Board meetings attended/held during the year Attendance at last AGM held on July 12 2018
Non-executive Independent Directors
Lalita D. Gupte1 6/6 Present
Chairperson
Ved Prakash Chaturvedi 6/6 Present
Uday Chitale 6/6 Present
Suresh Kumar 6/6 Present
Vishal Mahadevia2 4/5 Absent
Ashvin Parekh 6/6 Present
Non-executive Non- independent Directors
Chanda Kochhar3 1/2 Absent
N. S. Kannan4 1/1 NA
Sandeep Bakhshi5 1/1 Absent
Vishakha Mulye6 3/3 NA
Sandeep Batra6 3/3 NA
Executive Directors
Bhargav Dasgupta 6/6 Present
Alok Kumar Agarwal 6/6 Present
Sanjeev Mantri 6/6 Present
Appointed Actuary
J. V. Prasad7 5/5 Present

1 Appointed as Non-executive Chairperson of the Board of Directors of the Companyw.e.f. October 20 2018.

2 Appointed as a Non-executive Independent Director of the Company w.e.f. April 252018.

3 Ceased to be a Chairperson Non-executive Non-independent Director of the Companyw.e.f. October 5 2018.

4 Ceased to be a Non-executive Non-independent Director of the Company w.e.f. June 192018.

5 Appointed on June 26 2018 as Non-executive Non-independent director and ceased tobe a Director of the Company w.e.f. October 5 2018.

6 Appointed as a Non-executive Non-independent Directors of the Company w.e.f. October17 2018.

7 Appointed Actuary of the Company is a permanent invitee to the Board Meeting.

Memberships of other Boards

Name of the Director

Number 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 Non-Executive - Independent Director 5 2
Godrej Properties Limited Non-Executive - Independent Director
Vedanta Limited Non-Executive -
Independent Director
India Infradebt Limited Chairperson & Independent Director
TVS Motor Company Limited Non-Executive - Independent Director
Ved Prakash Chaturvedi 1 - - - 1 1
Uday Chitale 4 - India Infradebt Limited Independent Director 5 2
ICICI Bank Limited Non-Executive - Independent Director
Suresh Kumar 2 4 Aster DM Healthcare Limited Non-Executive - Independent Director 2 1
Vishal Mahadevia 3 4 IDFC First Bank Ltd Non-Executive - Non Independent Director 1 -
PVR Limited Non-Executive - Non Independent Director
Ashvin Parekh 2 - ICICI Securities Limited Non-Executive - Independent Director 2 2
Vishakha Mulye 1 1 ICICI Bank Limited Executive Director - -
Sandeep Batra 2 2 ICICI Prudential Life Insurance Company Limited Non-Executive - Non Independent Director 2 -
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 Stakeholder 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 Listing

Regulations for all the Directors of the Company. The number of directorships of eachIndependent Director is also within the limits prescribed under Listing Regulations asamended from time to time.

Details of Equity shares held by the Non-executive Directors as on March 31 2019:

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. Vishal Mahadevia -
6. Ashvin Parekh -
7. Vishakha Mulye 275000
8. Sandeep Batra -

Board Committees (‘the Committees')

The Board has constituted following Committees: (i) Board Nomination and RemunerationCommittee (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 2019. The role andcomposition of these

Committees along with the number of meetings held during FY2019 and the attendance ofthe members are provided below:

i) Board Nomination and Remuneration Committee Terms of reference i)??Toformulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration for the directors key managerial personnel and other employees. ii)??Toconsider and approve employee stock option schemes and to administer and supervise thesame. iii)??To identify persons who are qualified to become directors and who maybe appointed in senior management in accordance with the criteria laid down recommend tothe Board their appointment and removal and formulate a criteria for evaluation of everydirector's performance. iv)??To consider whether to extend or continue the term ofappointment of the independent director on the basis of the report of performanceevaluation of Independent Directors. v)??To approve the compensation programme andto ensure that remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long termperformance objectives appropriate to the working of the Company and its goals. vi)??Toensure that the proposed appointments/ re-appointments of key managerial personnel ordirectors are in conformity with the Board approved policy.

vii)??To recommend re-constitution of Board Constituted Committees to the Board.viii)??Approval of the policy for and quantum of bonus/ long term performance pay(LTPP) payable to the members of the staff. ix)??To devise a policy on diversity ofthe Board. x)??To recommend to the Board all remuneration in whatever formpayable to senior management.

xi)??To carry out any other function if any as prescribed in the terms ofreference of the Board Nomination and Remuneration Committee and any other terms ofreference as may be decided by the Board and/or specified/provided under the CA2013 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 the provisions of CA2013 and Listing Regulations the Board Nomination andRemuneration Committee ("the Committee") comprises of five (5) Non-executiveDirectors four (4) of whom are independent Directors. The Committee is chaired by UdayChitale a Non-executive Independent Director of the Company. The composition of theCommittee is given below along with the attendance of the members. The Committee met four(4) times during the year under review on April 25 2018 July 17 2018 October 17 2018and January 18 2019.

Attendance record of the Members:

Name of Member Number of Meetings attended Number of Meetings held
Uday Chitale Chairman 4 4
Lalita D. Gupte 4 4
Ashvin Parekh 4 4
Vishal Mahadevia1 1 1
Vishakha Mulye1 1 1
Chanda Kochhar2 1 2

1 Inducted as members of the Committee w.e.f. October 17 2018.

2 Ceased to be a member of the Committee w.e.f. October 5 2018.

Performance Evaluation of Board Committees and Directors:

The Company with the approval of its Board Nomination

& Remuneration Committee has put in place an evaluation framework for evaluation ofthe Board Directors Chairperson and Committees. The evaluations for the Directors theBoard Chairperson of the Board and the Committees is carried out through circulation offour (4) different questionnaires for the Directors for the Board for the Chairpersonof the Board and the Committees respectively. The performance of the Board is assessed onselect parameters related to roles responsibilities and obligations of the Boardrelevance of Board discussions attention to strategic issues performance on key areasproviding feedback to executive management and assessing the quality quantity andtimeliness of flow of information between the Company management and the Board that isnecessary for the Board to effectively and reasonably perform their duties. The evaluationcriteria for the Directors is based on their participation contribution and offeringguidance to and understanding of the areas which were relevant to them in their capacityas members of the Board. The evaluation criteria for the Chairperson of the Board besidesthe general criteria adopted for assessment of all Directors focuses incrementally onleadership abilities effective management of meetings and preservation of interest ofstakeholders. The evaluation of the Committees is based on assessment of the clarity withwhich the mandate of the Committee is defined effective discharge of terms of referenceof the Committees and assessment of effectiveness of contribution of the Committee'sdeliberation/recommendations to the functioning/decisions of the Board.

Familiarisation Programme for Independent 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 familiarization programmes have been hosted on the website of the Company and can beviewed athttps://www.icicilombard.com/docs/default-source/default-document-library/familiarisation-programme.pdf

ii) Audit Committee Terms of reference (i) Accounts and Audit: a.??Overseethe financial statements financial reporting process under Indian GAAP and US GAAPstatement of cash flow and disclosure of its financial information both on an annual andquarterly basis to ensure that the financial statement is correct sufficient andcredible. b.??Recommend the appointment re-appointment terms of appointment andif required the replacement or removal; remuneration reviewing (with management)performance and oversight of the work of the auditors (internal/statutory/ concurrent)and to review and monitor the auditor's independence and performance and effectiveness ofaudit process. c.??Evaluation of internal financial controls and risk managementsystems d. Discuss with the statutory auditors before the audit commences about thenature and scope of audit as well as have post-audit discussions to address areas ofconcern. e. Approval of payment to statutory auditors and internal auditors or any of itsassociated persons or companies for any other services rendered by them. f. Reviewingwith the management the annual financial statements and auditor's report thereon beforesubmission to the Board for approval with particular reference to: ?• Mattersrequired to be included in the director's responsibility statement to be included in theboard's report in terms of clause (c) of subsection (3) of Section 134 of the CompaniesAct 2013.

Changes if any in accounting policies and practices and reasons for thesame.

Major accounting entries involving estimates based on the exercise ofjudgment by management.

Significant adjustments made in the financial statements arising out ofaudit findings.

Compliance with listing and other legal requirements relating tofinancial statements 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. g. Reviewing with themanagement the quarterly half-yearly and annual financial statements before submissionto the board for approval. h. To the extent applicable review with the management thestatement of uses/end use/ application of funds raised through an issue (public issuerights issue preferential issue etc.) and related matter the statement of fundsutilised for purposes other than those stated in the offer document/prospectus/notice andthe report submitted by the monitoring agency monitoring the utilisation of proceeds of apublic or rights issue and making appropriate recommendations to the Board to take upsteps in this matter. i.??Scrutiny of inter-corporate loans and investments ifany. j. Valuation of undertakings or assets of the Company wherever it is necessary. k.Oversight of the procedures and processes established to attend to issues relating tomaintenance of books of account administration procedures transactions and other mattershaving a bearing on the financial position of the Company whether raised by the auditorsor by any other person.

(ii) Internal Audit: a. Review the adequacy of internal audit function if anyincluding the structure of the internal audit department staffing and seniority of theofficial heading the department reporting structure coverage and frequency of internalaudit. b. 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 tonotice. c. Set-up procedures and processes to address all concerns relating to adequacy ofchecks and control mechanisms.

d. Discussion with internal auditors of any significant findings and follow up thereon. e.??Review the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board. f. Review withthe management performance of internal auditors and the adequacy of the internal controlsystems. g.??Look into the reasons for substantial defaults in the payment if anyto the depositors debenture holders shareholders (in case of nonpayment of declareddividends) and creditors. h. Review the functioning of the Whistle Blower/Vigil mechanism.

(iii) Compliance & Ethics: a.??Review reports on the above and onproactive compliance activities aimed at increasing the Company's ability to meet itslegal and ethical obligations on identified weaknesses lapses breaches or violationsand the controls and other measures in place to help detect and address the same.b.Discuss the level of compliance in the Company and any associated risks and to monitorand report to the Board on any significant compliance breaches. c.Supervise and monitormatters reported using the Company's whistle blowing or other confidential mechanisms foremployees and others to report ethical and compliance concerns or potential breaches orviolations. d.??Review of policy on appointment of insurance agents. e. To reviewand recommend appropriate policy to the Board as may be prescribed by IRDAI from time totime. f. Review key transactions involving conflict of interest. g. Monitor the directivesissued/penalties imposed/ penal action taken against the Company under various laws andstatutes and action taken for corrective measures.

Approval of appointment of Chief Financial Officer or any other person heading thefinance function or discharging that function after assessing the qualificationsexperience and background etc. of the candidate. i.e To act as ComplianceCommittee to discuss level of compliance in the Company including the Company's code ofethics or conduct and any associated risks and to monitor and report to the Board on anysignificant compliance breaches. j. Review of disclosure under stewardship policy. k.Carrying out any other function if any as is mentioned in the terms of reference of theAudit Committee and any other terms of reference as may be decided by the Board and/orspecified/ provided under the CA2013 or the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended("Listing Regulations") or by any other regulatory authority.

Composition

In terms of the provisions of CA2013 and Listing Regulations the Audit Committee("the Committee") comprises of four (4) Non-executive Directors three (3) ofwhom are Independent Directors.

The Committee is chaired by Ashvin Parekh a Non-executive Independent Director of theCompany. The composition of the Committee is given below along with the attendance of themembers. The Committee met nine (9) times during the year under review on April 19 2018April 25 2018 June 28 2018 July 16 2018 July 17 2018 October 19 2018 October 202018 January 17 2019 and January 18 2019.

Attendance record of the Members:

Name of Member Number of Meetings attended Number of Meetings held
Ashvin Parekh Chairman 9 9
Lalita D. Gupte 9 9
Uday Chitale 9 9
N. S. Kannan1 2 2
Sandeep Batra2 4 4

1 Ceased to be a member of the Committee w.e.f. June 19 2018.

2 Inducted as a member of the Committee w.e.f. October 17 2018.

iii) Investment Committee Terms of reference i) Overseeing the implementation ofthe investment policy approved by the Board from time to time. ii)??Reviewing theinvestment policy. iii) Periodically updating to the Board with regard to investmentactivities of the Company. iv) Reviewing the investment strategies adopted from time totime and giving suitable directions as needed in the best interest of the Company. v)Reviewing the broker policy and making suitable amendments from time to time. vi)Reviewing counter party/intermediary exposure norms. vii)??Supervising the assetallocation strategy to ensure financial liquidity security and diversification throughliquidity contingency plan and asset liability management policy. viii)??Overseeingthe assessment measurement and accounting for other than temporary impairment ininvestments in accordance with the policy adopted by the Company. ix)?Reviewing thestewardship policy of the Company

Composition

In terms of Corporate Governance Guidelines issued by IRDAI the Investment Committee("the Committee") comprises of two (2) Non-executive Directors one (1)Whole-time Director Appointed Actuary of the Company the Chief-Investment Officer andthe Chief Financial Officer. The Committee is chaired by Suresh Kumar a Non-executiveIndependent Director of the Company.

The composition of the Committee is given below along with the attendance of themembers. The Committee met four (4) times during the year under review on April 19 2018July 17 2018 October 19 2018 and January 17 2019.

Attendance record of the Members:

Name of Member Number of Meetings attended Number of Meetings held
Suresh Kumar Chairman 4 4
Sandeep Batra1 2 2
N. S. Kannan2 1 1
Sandeep Bakhshi3 0 1
Bhargav Dasgupta 4 4
Gopal Balachandran 4 4
J. V. Prasad 4 4
S. Gopalakrishnan4 2 2
Vinod Mahajan5 2 2

1 Inducted as a member of the Committee w.e.f. October 172018.

2 Ceased to be a member of the Committee w.e.f. June 19 2018.

3 Inducted as a member of the Committee w.e.f. June 26 2018 and ceased to be a memberw.e.f. October 5 2018.

4 Ceased to be a member of the Committee w.e.f. September 30 2018.

5 The Board of Directors at its meeting held on October 17 2018 re-constituted theInvestment Committee pursuant to which Vinod Mahajan Deputy Chief Investment Officer wasinducted as a member of the Committee which was subject to his appointment as a ChiefInvestment Officer of the Company. Subsequently the Board at its meeting held on October20 2018 appointed Vinod Mahajan as Chief Investment Officer of the Company.

iv) Risk Management Committee Terms of reference i) Assisting the Board ineffective operation of the risk management programme by performing specialised analysisand quality reviews. ii) Reporting to the Board details on the risk exposures and theactions taken to manage the exposures. iii) Advising to the Board with regard to riskmanagement decisions in relation to strategic and operational matters. iv) Review of theCompany's risk management and operational risk related policies/frameworks including thoserelating to cyber security. v) Review of status update on deviation cases under frameworkon IIB rates. vi) To review the Company's risk-reward performance to align with overallpolicy objectives.

vii) To review the solvency position of the Company on a regular basis. viii) Tomonitor and review regular updates on business continuity. ix) To review and recommendappropriate policy including establishment of effective Risk Management framework riskmanagement policy and processes to the Board as may be prescribed by IRDAI from time totime. x) To review the Company's risk management and operational risk relatedpolicies/frameworks including fraud monitoring policy & framework andanti-fraud policy & framework and monitoring implementation of anti-fraud policy foreffective deterrence prevention detection and mitigation of frauds. xi) Tomaintain a group-wide and aggregated view on the risk profile of the Company in additionto the solo and individual risk profile for all categories of risk including insurancerisk market risk credit risk liquidity risk operational risk compliance risk legalrisk reputation risk etc. xii) To carry out any other function if any as prescribed inthe terms of reference of the Risk Management Committee and any other terms of referenceas may be decided by the Board and/or specified/ provided under the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 as amended or by any other regulatory authority

Composition

In terms of Listing Regulations and Corporate Governance Guidelines issued by IRDAIthe Risk Management Committee ("the Committee") comprises seven (7) members ofwhich five (5) are Non-executive Independent Directors one (1) Non-executiveNon-independent Director one (1) Whole-time Director. The Committee is chaired by LalitaD. Gupte a Non-executive Independent Director of the Company.

The composition of the Committee is given below along with the attendance of themembers. The Committee met five (5) times during the year under review on April 19 2018April 25 2018 July 16 2018 October 19 2018 and January 17 2019.

Attendance record of the Members:

Name of Member Number of Meetings attended Number of Meetings held
LalitaD.GupteChairperson 5 5
Ved Prakash Chaturvedi 5 5
Uday Chitale 5 5
Suresh Kumar 4 5
Ashvin Parekh 5 5
N. S. Kannan1 2 2
Sandeep Batra2 2 2
Bhargav Dasgupta 5 5

1 Ceased to be a member of the Committee w.e.f. June 19 2018.

2 Inducted as a member of the Committee w.e.f. October 17 2018.

v) Policyholders Protection Committee Terms of reference i)??Putting inplace proper procedures and effective mechanism to address complaints and grievances ofpolicyholders including mis-selling by intermediaries. ii) Ensuring compliance with thestatutory requirements as laid down in the regulatory framework. iii) Reviewing themechanism at periodic intervals. iv) Ensuring adequacy of "material information"to the policyholders to comply with the requirements laid down by the authority both atthe point of sale and periodic intervals. v) Reviewing the status of complaints atperiodic intervals. vi) Details of grievance at periodic intervals in such formats as maybe prescribed by the authority. vii) Providing details of insurance ombudsman to thepolicyholders. viii) Monitoring of payments of dues to the policyholders and disclosure ofunclaimed amount thereof. ix) Review of regulatory reports to be submitted to variousauthorities. x) To review the standard operating procedures for treating the customerfairly including timeframes for policy and claims servicing parameters and monitoringimplementation thereof.

xi) 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. xii) To review allthe awards given by Insurance Ombudsman/Consumer Forums remaining unimplemented for morethan three (3) months with reasons therefore and report the same to the Board forinitiating remedial action where necessary. xiii) To review claim report including statusof outstanding claims with ageing of outstanding claims. xiv) To review repudiated claimswith analysis of reasons.

Composition

In terms of Corporate Governance Guidelines issued by IRDAI the PolicyholdersProtection Committee ("the Committee") comprises of three (3) Non-executiveDirectors and one (1) Whole-time Director. The Committee is chaired by Ashvin Parekh aNon-executive Independent Director of the Company. The composition of the Committee isgiven below along with the attendance of the members. The Committee met four (4) timesduring the year under review on April 19 2018 July 16 2018 October 19 2018 andJanuary 18 2019.

Attendance record of the Members:

Name of Member Number of Meetings attended Number of Meetings held
Ashvin Parekh Chairman 4 4
Ved Prakash Chaturvedi 4 4
Uday Chitale1 2 2
N. S. Kannan2 1 1
Bhargav Dasgupta 4 4

1 Inducted as a member of the Committee w.e.f. October 17 2018.

2 Ceased to be a member of the Committee w.e.f. April 25 2018.

vi) Corporate Social Responsibility Committee Terms of reference i)??Formulationof corporate social responsibility policy indicating the activities to be undertaken bythe Company.

i) ?Recommend to the Board the amount of expenditure to be incurred on thecorporate social responsibility activities. iii)??Monitor the corporate socialresponsibility policy of the Company from time to time.

Composition

In terms of the provisions of CA2013 the Corporate Social Responsibility Committee("the Committee") comprises of two (2) Non-executive Independent Directors andone (1) Whole-time Director. The Committee is chaired by Uday Chitale a Non-executiveIndependent Director of the Company. The composition of the Committee is given below alongwith the attendance of the members. The Committee met two (2) times during the year underreview on April 19 2018 and July 16 2018.

Attendance record of the Members:

Name of Member Number of Meetings attended Number of Meetings held
Uday Chitale Chairman 2 2
Ved Prakash Chaturvedi 2 2
N. S. Kannan1 1 1
Bhargav Dasgupta 2 2

1 Ceased to be a member of the Committee w.e.f. April 25 2018.

vii) Stakeholders Relationship Committee Terms of reference i) Consider and resolvegrievances of security holders of the Company including complaints related to transfer ofshares non-receipt of annual report and non-receipt of declared dividends issue of new/duplicate certificates general meetings etc. ii)??Investigating complaintsrelating to allotment of shares approval of transfer or transmission of sharesdebentures or any other securities. iii) Redemption of securities and the listing ofsecurities on stock exchanges. iv)?Allotment of shares and securities. v) Review ofmeasures taken for effective exercise of voting rights by shareholders.

vi) Review of adherence to the service standards adopted by the listed entity inrespect of various services being rendered by the Registrar & Share Transfer Agent.vii) Review of the various measures and initiatives taken by the Company for reducing thequantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annualreports/statutory notices by the shareholders of the company. viii)??Carrying outany other function as may be decided by the Board or prescribed under the Companies Act2013 the Listing Regulations or by any other regulatory authority.

Composition

In terms of the provisions of CA2013 and Listing Regulations the StakeholdersRelationship Committee ("the Committee") comprises of two (2) Non-executiveIndependent Directors and two (2) Whole-time Directors. The Committee is chaired by SureshKumar a Non-executive Independent Director of the Company. The composition of theCommittee is given below along with the attendance of the members. The Committee met four(4) times during the year under review on April 19 2018 July 17 2018 October 19 2018and January 17 2019. Attendance record of the Members:

Name of Member Number of Meetings attended Number of Meetings held
Suresh Kumar Chairman 4 4
Ved Prakash Chaturvedi1 3 3
N. S. Kannan2 1 1
Bhargav Dasgupta 4 4
Sanjeev Mantri 4 4

1 Inducted as a member of the Committee w.e.f. April 25 2018.

2 Ceased to be a member of the Committee w.e.f. April 25 2018.

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

Number of Complaints

During the year the Company/its Registrar received the following complaints fromSEBI/Stock Exchanges/ Depositories which were resolved within the time frames laid down bySEBI

Details of Investors Complaints:

Sr No. Particular No.
1. No. of investor complaints pending as on April 1 2018 1
2. No. of investor complaints received during the year 2
3. No. of investor complaints resolved during the year 3
4. No. of investor complaints pending as on March 31 2019 -

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 three (3) Non-executive Independent Directors one(1) Non-executive Non-independent Director and one (1) Whole-time Director. The Committeeis chaired by Uday Chitale Non-executive Independent Director of the Company. Thecomposition of the Committee is given below along with the attendance of the members. TheCommittee met once during the year on April 19 2018.

Name of Member Number of Meetings attended Number of Meetings held
Uday Chitale Chairman 1 1
Vishal Mahadevia1 0 0
Ashvin Parekh 1 1
Vishakha Mulye1 0 0
N. S. Kannan2 1 1
Bhargav Dasgupta 1 1

1 Inducted as members of the Committee w.e.f. October 17 2018.

2 Ceased to be a member of the Committee w.e.f. April 25 2018.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company with the approval of its Board Nomination and Remuneration Committee("the Committee") has put in place a policy on Director's appointment andremuneration including criteria for determining qualifications positive attributes andindependence of a Director as well as a policy on Board Diversity.

The Board at its Meeting held on January 14 2010 had approved adoption of Policy onappointment and compensation of employees [including Whole-time Directors Key ManagerialPersonnels (KMP) and senior management]. The sitting fee payable to Independent Directors(other than Non-executive Non-independent Directors) as prescribed under the CA2013 forattending Board and Committee Meetings was approved by the Board at its Meeting held onApril 18 2014. Further the Board at its Meeting held on March 31 2015 approved thecriteria for appointment of a Director KMP and senior management. The CompensationGuidelines forming part of the Policy on appointment and compensation of employees andframework for Remuneration to Non-executive Directors was approved by the Committee at itsMeeting held on October 18 2016. The remuneration payable to Independent Directors isgoverned by the provisions of the CA2013 and related rules to the extent applicable andIRDAI guidelines issued in this regard. The remuneration for the Independent Directorswould be sitting fee for attending each meeting of the Board/ Committee as approved by theBoard from time to time within the limits as provided under the Companies Act and relatedrules. IRDAI vide its guidelines dated August 5 2016 had permitted payment of profitrelated commission upto Rs 1000000 p.a. each for Non-executive Directors effective fromOctober 1 2016. Accordingly the proposal of payment of profit related commission toNon-executive Independent directors of the Company of Rs 1000000 p.a. each (exclusiveof applicable taxes) was approved by the Members of the Company at the Extra-OrdinaryGeneral Meeting held on November 10 2016.

All the Non-executive Independent Directors would be entitled to reimbursement ofexpenses for attending

Board/Committee Meetings and official visits. The Policy on Appointment andCompensation of Employees and Framework for Remuneration to Non-executive Directors ishosted on the website of the Company and can be viewed athttps://www.icicilombard.com/docs/default-source/shareholding-pattern/remuneration-policy-of-icici-lombard.pdf

INDEPENDENT DIRECTOR'S MEETING

The Code of Conduct for Independent Directors prescribed vide Schedule IV of theCA2013 provides for an evaluation mechanism for the Board/Chairperson/ Non-executiveDirectors/Whole-time Directors which would need to be done at a separate Meeting ofIndependent Directors without the attendance of Non-independent Directors and members ofmanagement.

All the Independent Directors of the Company met on April 25 2018 without the presenceof Whole-time Directors Non-executive Non-independent Directors and management personnelto discuss the framework for evaluation of Directors. They also have a separate Meetingevery quarter with the Non-executive Chairperson without any of the Whole-time Directorsbeing present to discuss issues and concerns if any.

DETAILS OF MANAGERIAL REMUNERATION FOR FY2019:

(i) Whole-time Directors:

The Board based on the recommendation of the Board Nomination and RemunerationCommittee approved revision in the remuneration performance bonus and long termperformance pay payable to the whole-time Directors. In terms of provisions of InsuranceAmendment Act 2015 prior approval of IRDAI is obtained to effect the remuneration ofwhole-time directors.

The details of remuneration of Whole-time Directors' for FY2019 are as under:

Particulars

Details of Remuneration (Rs

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 FY2019 41.73 24.02 25.32
Variable pay paid in FY2019 including deferred variable pay for previous years1 18.69 8.90 10.81
Value of perquisites u/s 17(2) Income-tax Act 19612 Perquisites 0.17 0.03 1.34
Profits in lieu of salary under section 17(3) Income-tax Act 1961
Stock Options - ICICI Bank (Nos.) 502500 62200 201000
Stock Options - ICICI Lombard General Insurance Company Limited 120500 15 800 48000
Sweat Equity - - -
Commission - - -
- as % of profit
- others specify
Others-Retirals (PF) 2.80 1.28 1.48

Note: For the year-ended March 31 2019 the numbers indicated are the amountspaid/options granted during the year FY 2019 as per IRDAI approvals.

1. The Variable pay includes deferred variable pay of previous years as approved byIRDAI and paid during FY2019.

2. Value of perquisites exclude stock options exercised during FY2019 which does notconstitute remuneration paid to the Whole Time Directors for FY2019.

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 the Articles of Association ofthe Company the fees payable to the

Non-Executive Independent Directors for attending a Meeting of the Board or Committeethereof is decided by the Board of Directors from time to time within the limitsprescribed by the CA2013. The Board of Directors have approved the payment of Rs 100000as sitting fees for each Meeting of Board and Rs 30000 as sitting fees for each Meetingof Committee attended for FY2019 other than Audit Committee meeting. The Board hasapproved Rs 50000 as sitting fees for attending every Audit Committee meeting. Thisamount is within the limits prescribed as per Rule 4 of the Companies (Appointment &Remuneration) Rules 2014 of the CA2013.

The details of sitting fees and Profit-related commission paid to Non-executiveIndependent Directors during FY2019 are as follows:

( Rs million)
Names of the Director Sitting fees Profit Related Commission2
(in Rs) (in Rs)
Ved Prakash Chaturvedi 1.02 1.00
Uday Chitale 1.42 1.00
Lalita D. Gupte 1.31 1.00
Suresh Kumar 0.96 1.00
Ashvin Parekh 1.42 1.00
Vishal Mahadevia1 0.43 0.93

1 Vishal Mahadevia was appointed as a Non-executive Independent Director of theCompany w.e.f. April 25 2018.

2 Profit related Commission for FY2019 will be paid in FY2020.

(iii) Non-executive Non-independent Directors:

Non-executive Non-Independent Directors were not paid any sitting fees and profitrelated commission during FY2019.

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 (IRDAI Guidelines)issued vide reference no. IRDA/F&A/ GDL/LSTD/155/08/2016 dated August 5 2016 requiresthe Company to make the following disclosures on remuneration on an annual basis in theirAnnual Report:

Compensation Policy and Practices (i) Qualitative Disclosures a) Informationrelating to the design and structure of remuneration processes

1. Key features and objectives of remuneration policy The Company has under theguidance of the Board and the Board Nomination and Remuneration Committee (BNRC) followedcompensation practices intended 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 will strive to ensure internal and external equity that are consistent withemerging market trends its business model and affordability based on business performancesets the overarching boundary conditions. This approach has been incorporated in theCompensation Policy the key elements of which are given below:

• ??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 organizational performance aswell as the individual performance for WTDs. Based on its assessment it makesrecommendations to the Board regarding compensation for WTDs and bonus for employeesincluding senior management and key management personnel.

• ??Alignment of compensation philosophy with prudent risk taking: The Companyseeks to achieve a prudent mix of fixed and variable pay with a higher proportion ofvariable pay at senior levels and no guaranteed bonuses. Compensation is sought to bealigned to both financial and Non-financial indicators ofperformanceincludingaspectslikeriskmanagement and customer service. In addition beinggroup company of ICICI Bank the Company has an employee stock option scheme aimed ataligning compensation to long term performance through stock option grants and/or deferredcash that vest over a period of time to senior management and WTDs. Compensation to staffin financial and risk control functions is independent of the business areas they overseeand depends on their performance assessment.

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.

Annual Report 2018-19 081

The Company's Remuneration Policy was reviewed by the BNRC and the Board on April 252018. There was 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 staff engaged in control functions like risk and compliance dependson their performance which is based on achievement of the key results of their respectivefunctions. Their goal sheets 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 thebusiness activities of the Company are undertaken within this framework to achieve thefinancial plan. The risk framework includes the Company's risk appetite limits frameworkand policies and procedures governing various types of risk. KPIs of WTDs 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 organizational and individual performanceandmakingcompensation-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. 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 WTDs as well as employees incorporate relevant risk management related aspects. Forexample in addition to performance targets in areas such as growth and profitsperformance indicators include aspects such as the combined ratio. The BNRC takes intoconsideration all the above aspects while assessing organizational and individualperformance and making compensation-related recommendations to 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 whileassessing organizational and individual performance and making compensation-relatedrecommendations to the Board regarding the level of performance bonus for employees andthe performance assessment of WTDs. The performance assessment of individual employees isundertaken based on achievements vis--vis their goal sheets which incorporate thevarious aspects/ 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 the Company will implement inthe event of a reasonable evidence of deterioration in financial performance. Should suchan event occur in the manner outlined in the policy the BNRC may decide to applymalus/claw back on none part or all of the unvested deferred variable compensation.

(ii) Quantitative disclosures (WTD CEO/MD)

The following table sets forth for the period indicated the details of quantitativedisclosure for remuneration of Whole-time Directors.

Particulars At March 31 2019
Number of MD/CEO/WTDs 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 million)
Fixed1 101.82
Variable 52.68
Deferred 21.07
Non-deferred 31.61
Share-linked instruments
ICICI Bank2 769700
ICICI Lombard General Insurance Company Limited 184300
Total amount of deferred remuneration paid out during the year (Rs million) 6.80
Total amount of outstanding deferred remuneration
Cash (Rs million) 33.52
Shares (nos.) NIL
Shares-linked instruments
ICICI Bank2 2729647
ICICI Lombard General Insurance Company Limited 184300
Other forms NIL

1. Fixed pay includes basic salary supplementary allowances superannuationcontribution to provident fund and gratuity fund by the Company.

2. Pursuant to the issuance of bonus shares by ICICI Bank under ICICI Bank ESOS Schemeon June 24 2017 the share linked instruments have been adjusted with increase of oneoption 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 on a quarterly basis. 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.

In 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. During the year such controls were tested and noreportable material weakness in the design or operations were observed. The Company haspolicies and procedures in place for ensuring proper and efficient conduct of itsbusiness the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information.

(iii) Risk Management Framework

The objective of the Risk Management Framework ("the Framework") ofthe Company is to ensure that various risks are identified measured mitigated and thatpolicies procedures and standards are established to address these risks for systemicresponse and adherence.

The Company has identified enterprise wide risks which are categorised under five (5)broad groups namely Credit Risk Market Risk Underwriting Risk Operational Risk andStrategic Risk. The broad structure of the Framework is as follows: • ??Riskidentification 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 risks along with thedetailed mitigation plan are presented to the Risk Management Committee on a quarterlybasis. The risk mitigation plans are monitored regularly by the Company to ensure theirtimely and appropriate execution. The Company further measures each of its risk itemsagainst a set of predefined tolerance levels. These levels and the subsequent tolerancescores are classified as high medium and low risk respectively. The risks are furthermonitored on a quarterly basis by using a heat map based on probability and severity. ARisk Register is maintained to capture inventory of risks that the Company is exposed toalong with mitigation and corrective action plans. The Risk Management Committee isupdated on the progress on a quarterly basis.

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 Internal Audit Department is responsible for review of risk managementprocesses within the Company and for the review of self-assessments of risk managementactivities. Further compliance testing is done on a periodic basis and the AuditCommittee is kept appraised of the outcome of the same.

The Company's Reinsurance Program defines the retention limit for various classes ofproducts. Further the Company has in place a risk retention reinsurance philosophy whichdefines the product-wise retention limits on a per-risk basis as well as a retention limiton a per-event basis. The Underwriting Policy defines product-wise approval limits forvarious underwriters. The Investment Policy lays down the asset allocation strategy toensure financial liquidity security and diversification. The Company also has in place aCapital Adequacy and Liquidity Management Framework and an Asset Liability ManagementPolicy. These policies ensure maintenance of adequate level of capital at all times tomeet diverse risk related to market and operations. The Operational Risk Policy definesthe tolerance limits and lays down the framework for monitoring supervision reportingand management of operational risks of the Company. The Company has also adopted theInformation Security Policy and Cyber Security Policy in line with the Group InformationSecurity Policy and the Guidelines issued by IRDAI on Information & Cyber Security.

Stress testing is conducted to identify and quantify the overall impact of differentstress scenarios on the Company's financial position. These tests do not predict what willhappen but are useful for examining what might happen.

The Company has successfully retained its Certificate of Compliance for the ISO31000:2018 for ERM. The Company was the first Indian Company to be certified by theBritish Standard Institution (BSI) for acting in accordance with the revised guidelinesthat were released in February 2018.

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.

GENERAL BODY MEETINGS: i) Annual General Meetings

The details of the Annual General Meetings ("AGMs") held in previous threefinancial years are given below:

Annual General Meeting Day Date Time Venue
Eighteenth AGM Thursday July 12 2018 2.30 p.m. Swatantrya Veer Savarkar Auditorium 252 Shivaji Park Dadar (West) Mumbai - 400 028
Seventeenth AGM Monday July 10 2017 3.30 p.m. ICICI Bank Limited ICICI Bank Towers Bandra Kurla Complex Bandra (East) Mumbai - 400 051
Sixteenth AGM Friday July 1 2016 11.00 a.m. ICICI Lombard House 414 Veer Savarkar Marg Near Siddhivinayak Temple Prabhadevi Mumbai - 400 025

The details of the Special Resolutions passed in the AGMs in previous three financialyears are given below:-

General Body Meeting Day and Date Resolution
Eighteenth AGM Thursday July 12 2018 1. Approval and ratification of ICICI Lombard General Insurance Company 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 AGM Monday July 10 2017 1. Amendment to Articles of Association of the Company.
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.
Sixteenth AGM Friday July 1 2016 -

Postal Ballot:

Special Resolution was passed through postal ballot during FY2019 vide Postal BallotNotice dated January 25 2019 under Section 110 of the CA2013 for the Re-appointmentof Ashvin Parekh (DIN: 06559989) as a Non-executive Independent Director of the Company.The Company follows the procedure as prescribed under Section 108 and Section 110 of theCA2013 read with Rule 22 of the Companies (Management and Administration) Rules 2014Secretarial Standards-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 postal ballot. The Board of Directors ofthe Company appointed Mr. Mitesh Dhabliwala (FCS 8331) of M/s. Parikh & AssociatesPractising Company Secretaries as the Scrutinizer for conducting the postal ballot votingprocess. The Scrutinser submitted his report after the completion of the scrutiny of thepostal ballots (including e-voting). Considering the combined results of the Postal Ballotvia postal ballot forms and e-voting facility the resolution was approved on March 72019. The results were declared March 8 2019 and communicated to the stock exchanges anddisplayed on the Company's website at www.icicilombard.com. The details of the votingpattern is given below:

Re-appointment of Ashvin Parekh (DIN: 06559989) as an Non-executive IndependentDirector of the Company – Special Resolution

Total No. of shareholders

244055

Total No. of equity Shares

454064444

Particulars Number of Votes % of votes
Total No. of equity Shares

454064444

No. of Votes-in favour 367655847 96.65
No. of Votes-against 12742762 3.35

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

The Company in its ordinary course of business receives orders fromRegulators/Courts/Tribunals. There are no significant material orders passed by theRegulators/ Courts/Tribunals which would impact the going concern status of the Companyand its 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 key awarenessfacility 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 totime.

The financial and other information and the various compliances as required/prescribedunder the Listing Regulations are filed electronically with NSE and BSE through NSEElectronic Application Processing (NEAP) System and through BSE Listing Centrerespectively and are also available on their respective websites in addition to theCompany's website. Additionally information is also disseminated to BSE/NSE where requiredby 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report for the year under review is presented in a separate section formingpart of the Annual Report.

GENERAL SHAREHOLDER INFORMATION
Registration No. 11-129408
Corporate Identification L67200MH2000PLC129408
Number (CIN)
Financial Year 2018-19
Board meeting for adoption of Audited Financial Accounts April 18 2019
Day Date and Time of Thursday June 27 2019
19th Annual General 11:30 a.m.
Meeting
Venue Ravindra Natya Mandir
P. L. Deshpande Maharashtra
Kala Academy Near
Siddhivinayak Temple
Sayani Road Prabhadevi
Mumbai 400 025
Financial Year April 1- March 31
Book Closure Friday June 21 2019 to Thursday June 27 2019
Date of Dividend Payment On or before July 26 2019
Company's Website www.icicilombard.com

i) Listing of Equity Shares and Non-Convertibe Debentures on Stock Exchanges

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

Stock Exchange

Script Code/Symbol

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 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 periods to BSE and NSE whereits Equity Shares and Non-Convertible Debentures are listed.

ii) 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 April 1 2018 to March 31 2019:

BSE NSE Total Volume
Month
High (Rs) Low (Rs) Volume High (Rs) Low (Rs) Volume on BSE & NSE
2018
April 802.65 741.00 650123 804.70 739.95 3462192 4112315
May 770.00 715.50 131761 774.70 712.00 3197368 3329129
June 750.00 683.00 473308 746.00 683.50 3767799 4241107
July 799.00 688.80 147541 800.00 688.00 5934885 6082426
August 820.60 731.55 139647 823.95 725.50 3618763 3758410
September 936.00 790.00 5010948 932.40 790.00 15111581 20122529
October 820.00 703.40 1183063 819.60 638.80 8456567 9639630
November 863.80 787.00 14436997 865.00 785.00 3200092 17637089
December 923.00 813.65 593444 927.00 802.10 7651503 8244947
2019
January 900.00 809.60 310553 902.00 806.95 4931111 5241664
February 940.00 850.10 605459 940.00 850.75 5251434 5856893
March 1037.00 929.95 701378 1036.95 931.55 7166058 7867436

iii) Share Transfer System

Shares in physical form should be lodged for transfer at the office of the Company'sRegistrar & Transfer Agent Karvy Fintech Private Limited at the addresses givenbelow. The transfer of shares in physical form is processed and completed by Registrar& Transfer Agent provided all the documents are in order. In case of shares inelectronic form the transfers are processed by NSDL/CDSL through respective DepositoryParticipants. In compliance with the Listing Regulations a Practicing Company Secretarycarries out audit of the System of Transfer and a certificate to that effect is issued.However as per 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 2018requests for effecting transfer of securities (except in case of transmission ortransposition of securities) shall not be processed from April 1 2019 unless thesecurities are held in the dematerialised form with the depositories. ThereforeShareholders holding shares in physical form are requested to take action to dematerialisethe Equity Shares of the Company promptly.

iv) 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 2019. Under the Depository System the InternationalSecurities Identification Number (ISIN) allotted to the Company's shares is INE765G01017.

v) Registrar and Transfer Agents

The Registrar and Transfer Agent of the Company is Karvy Fintech Private Limited forEquity Shares. Pursuant to order of the National Company Law Tribunal the operations ofKarvy Computershare Private Limited the Share Transfer Agents of the Company have beentransferred to Karvy Fintech Private Limited with effect from November 17 2018.

The Registrar and Transfer Agent of the Company is Link Intime India Private Limitedfor Non-convertible Debentures issued by the Company.

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

Equity Shares Non-convertible Debenture
Karvy Fintech Private Limited Link Intime India Private Limited
Karvy Selenium Tower B 247 Lal Bahadur Shastri Marg
Plot 31-32 Financial District Survya Nagar Gandhi Nagar
Nanakramguda Serilingampally Vikhroli West Mumbai - 400 083
Hyderabad 500 032 Contact Person: Ganesh Jadhav
Contact Person: Shobha Anand Tel No. : +91-22-4918 6000
Deputy General Manager Fax No. : +91-22-4918 6060
Tel: +91-40-6716 2222 Email: debtca@linkintime.co.in
Fax: +91-40- 2343 1551
E-mail: einward.ris@karvy.com

xi) Information on Shareholding: a. Shareholding pattern of the Company as on March 312019:

Sl. No. Category/Name of Shareholder Number of shares on March 31 2019 % total
1. ICICI Bank Ltd (Promoter) 253843806 55.87
2 Domestic Mutual Funds 27003053 5.94
3 Alternative Investment Fund 9033345 1.99
4 Foreign Institutional Investors/Foreign Portfolio Investors 60162436 13.24
5. Domestic Banks/Financial Institutions 60536 0.01
6. NBFCs and Trusts 299508 0.06
7. Bodies Corporates 4626520 1.02
8. Foreign Corporate Bodies 71589740 15.76
9. Public And Others 27691000 6.11

b. Shareholders of the Company with more than 1% holding as on March 31 2019

(other than promoters of the Company):

Sr. No. Name No. of shares % of total Number of shares
1. FAL Corporation 44978770 9.90
2. Red Bloom Investment Ltd 26610970 5.86
3. Kotak Mutual Fund through its various schemes 4811292 1.06

c. Distribution Schedule of shareholding of the Company as on March 31 2019

Sr. No. Category

Distribution Schedule As on March 31 2019

No. of Cases % of cases Amount (Rs) % of Amount
1. 1-5000 227249 98.62 105969730 2.33
2. 5001- 10000 1656 0.72 10592510 0.23
3. 10001- 20000 608 0.26 8739850 0.19
4. 20001- 30000 188 0.08 4582490 0.10
5. 30001- 40000 99 0.04 3463910 0.08
6. 40001- 50000 74 0.03 3516730 0.08
7. 50001- 100000 144 0.06 10349920 0.23
8. 100001 & Above 401 0.17 4395884300 96.76

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

This is not relevant to the Company since the Company has not issued Global Depositoryreceipts or American Depository receipts or any convertible instruments.

xiii) Commodity price risk or foreign exchange risk and hedging activities:

As at March 31 2019 the foreign exchange risk on account of reinsurance premium was Rs622.19 million (as at March 31 2018 Rs 243.39 million). However the Company does nothave any commodity price risk or hedging activities in foreign currency hence it is notrelevant to the Company.

xiv) Plant Locations

There are no plants as the Company is not a manufacturing entity.

xv) Correspondence Address

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

Rakesh Sharma/Vikas Mehra

ICICI Lombard General Insurance Company Limited

414 Veer Savarkar Marg Near Siddhivinayak Temple

Prabhadevi Mumbai 400 025

Tel No. : +91-22-6196 1100

Fax No. : +91-22-6196 1323

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

Email: response@axistrustee.com

Website: www.axistrustee.com

xvii) Credit Ratings
Rating Agency Rating Outlook
Non-convertible Debentures
Crisil Limited Crisil AAA 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 Company bythe stock exchange or Securities and Exchange Board of India (‘SEBI') or anystatutory authority on any matter related to capital markets No penalties or strictureshave been imposed on the Company by the Stock Exchanges the Securities & ExchangeBoard of India (SEBI) or any other statutory authority for any non-compliance on anymatter relating to capital markets during the last three years.

ADOPTION OF MANDATORY AND NON-MANDATORY 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 and some of thenon-mandatory requirements pertaining to Corporate Governance stipulated under the ListingRegulations.

The Company has adopted following non-mandatory requirements:

1. Separate post of Chairperson and Chief Executive officer The listed entity mayappoint separate persons to the post of Chairperson and Managing Director or ChiefExecutive officer.

2. Reporting of Internal auditor

The Internal auditor may report directly to the audit committee

WEB LINK WHERE POLICY FOR DETERMINING MATERIAL SUBSIDIARIES IS DISCLOSED

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(3)(m) of the CA2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 relating to conservation of energy and technology absorption do notapply to the Company. The Company has however used information technology extensively inits operations.

During FY2019 expenditures in foreign currencies amounted to Rs 3.14 billion andearnings in foreign currencies amounted to Rs 2.41 billion.

EMPLOYEE STOCK OPTION SCHEME

In FY2006 the Company had instituted an Employee Stock Option Scheme (ESOS) to enablethe employees and Directors of ICICI Lombard to participate in its future growth andfinancial success. As per ESOS the maximum number of options granted to any employee/Director in a year shall not except with the approval of the Board exceed 0.10% of theCompany's issued equity shares at the time of grant and the aggregate of all such options(net of forfeited/lapsed) is limited to 5% of the Company's issued equity shares on thedate 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 the Company revised Employee Stock options scheme has been approved bythe Members of the Company and new Option were granted to the eligible employees undernormal and special grant in year 2018. Options granted under normal grant for the year2018 & 2019 will vest in a graded manner over a three year period with 30% 30% and40%. Options granted under Special grant will have a lock-in period of 36 months from thedate of grant with 50% of the options vesting on July 31 2021 and the remaining 50%vesting on July 31 2022. Exercise Period for both the grants of year 2018 would commencefrom the date of vesting and will expire on completion of five years from the date ofvesting of stock options.

Particulars of options granted by the Company up to March 31 2019 are given below:

Options granted 26101960
Options vested 18204108
Options exercised 14525088
Number of shares allotted pursuant 14525088
to exercise of options
Options forfeited/lapsed 8931372
Extinguishment or modification of Nil
options*
Amount realised by exercise of 1171279960
options (Rs)
Total number of options in force 2645500

* 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 athttps://www.icicilombard.com/docs/default-source/shareholding-pattern/disclosure-under-sebi-(sbeb)-regulations-2014-as-on-march-31-2019.pdf

FIT AND PROPER CRITERIA FOR INVESTORS AND CONTINUOUS MONITORING REQUIREMENT

The 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/shareholding-pattern/fit_and_proper_criteria8c0003ff45fd68ff8a0df0055e6983cf.pdf.

IMPLEMENTATION STRATEGY ON IND AS

IRDAI vide the circular dated March 1 2016 had advised all Insurers to follow theIndian Accounting Standards as notified under the Companies (Indian Accounting Standards)Rules 2015 subject to any guideline or direction issued by the IRDAI. InsuranceCompanies are required to comply with Ind AS for financial statements for accountingperiods beginning from April 1 2018 onwards with comparatives for the period endingMarch 31 2019. In compliance with the regulatory requirements the Company hasconstituted a Steering Committee headed by Sanjeev Mantri Executive Director to overseethe implementation of Ind AS. The scope of the Steering Committee includes evaluating theimpact on the following areas: (a) Ind AS technical requirements (b) Systems and processes(c) Business impact (d) People (e) Project management

The Steering Committee oversees the implementation of Ind AS and the Audit Committee isupdated on a quarterly basis. Further the Authority vide its circular no.IRDA/F&A/CIR/ACTS/146/06/2017 dated June 28 2017 deferred the implementation of IndAS in the Insurance Sector in India for a period of two years and the effective period ofimplementation of Ind AS in insurance sector was deferred to FY2021. However therequirement of submitting proforma Ind AS financial statement on a quarterly basiscontinue to be governed as directed vide circular dated December 30 2016.

Exposure draft on Ind AS 117 – Insurance contract (Internationally IFRS 17) hasbeen issued and is expected to replace present notified Ind AS 104 – Insurancecontract. A working committee group was constituted by the IRDAI and basis therecommendation of the committee the authority has issued a revised draft proforma Ind ASfinancial statement incorporating changes as per Ind AS 117. Meanwhile IASB (InternationalAccounting Standard Board) has proposed deferral in the adoption of IFRS 17 and IFRS 9 toJanuary 1 2022. The Company is continuing to submit the proforma Ind AS financialstatement as per previously communicated circular dated December 30 2016.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the ‘Green Initiative' the Company has effected electronic deliveryof Notice of AGM and Annual Report to those Members whose e-mail IDs were registered withthe respective Depository Participants and downloaded from the depositories viz. NationalSecurities Depository Limited/Central Depository Services (India) Limited. The CA2013 andthe underlying 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 GreenInitiative.

In order to support the cause we have been regularly requesting members toregister/update their e-mail ids with their Depository Participants so as to enable theCompany to send various communication through electronic mode. We believe and endorse the‘Green Initiative' as it would not only rationalise the use of paper but also ensureprompt communication avoid loss in transit and have reference value of the communication.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(3) (c) of the CA2013 the Board ofDirectors confirms that:

1. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.

2. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for that period;

3. 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 CA2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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

5. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively and;

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

ACKNOWLEDGEMENTS

The Company is grateful to the IRDAI Government of India Reserve Bank of IndiaSecurities and Exchange Board of India for their continued cooperation support andguidance. The Company wishes to thank its investors rating agencies depositoriesRegistrar & 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 and their 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 organisation's growth and success possible and continue todrive its progress. Finally the Directors wish to express their gratitude to the Membersfor their trust and support.

For and on behalf of the Board
Lalita D. Gupte
April 18 2019 Chairperson
Mumbai DIN: 00043559