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ICICI Prudential Life Insurance Company Ltd.

BSE: 540133 Sector: Financials
NSE: ICICIPRULI ISIN Code: INE726G01019
BSE 00:00 | 20 Jun 388.30 -1.40
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OPEN 393.15
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VOLUME 56797
52-Week high 507.90
52-Week low 363.00
P/E 34.42
Mkt Cap.(Rs cr) 55,743
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 393.15
CLOSE 389.70
VOLUME 56797
52-Week high 507.90
52-Week low 363.00
P/E 34.42
Mkt Cap.(Rs cr) 55,743
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

ICICI Prudential Life Insurance Company Ltd. (ICICIPRULI) - Director Report

Company director report

TO THE MEMBERS

ICICI Prudential Life Insurance Company Limited

Your Directors have pleasure in presenting the 17th Annual Report of ICICIPrudential Life Insurance Company Limited (the Company) with the audited statement ofaccounts for the year ended March 31 2017.

PERFORMANCE

Industry in fY2017

The new business premiums of life insurance industry increased in FY2017 in terms ofretail weighted received premium (RWRP). Some of the key industry trends were:

The retail weighted received premium for the industry grew 20.7% from

` 441.06 billion in FY2016 to ` 532.18 billion in FY2017. The market share of privateplayers increased from 51.5% in FY2016 to 53.9% in FY2017.

Steady increase in bancassurance mix: During the past 5 years bancassurance has grownsteadily from 13% in FY2011 to 21% till 9MFY2017 on the basis of retail new businesspremium. Contribution by bancassurance channel to the retail new business premium of theprivate players has increased to 52% for 9MFY2017 compared to 47% for FY2015.

COMPANY IN FY2017

The Company achieved a market share of 12.0% in FY2017 based on RWRP. The Company'sRWRP grew by 29.0% from ` 49.68 billion in FY2016 to ` 64.08 billion in FY2017. TheCompany continues to retain its market leadership among the private players and achievedmarket share of 22.3% amongst private players in FY2017. The Company focussed on improvingits protection business and there was a 90% increase in sum assured for all business.

Total gross premium collected by the Company grew by 16.6% from

` 191.64 billion in FY2016 to ` 223.54 billion in FY2017. Our continued focus oncustomer retention has resulted in increase in retail renewal premium by 18.5% from `119.95 billion in FY2016 to ` 142.19 billion in FY2017. The 13th monthpersistency ratio also improved from 82.4% in FY20161 to 85.7% in FY2017. TheCompany's assets under management as at March 31 2017 was ` 1229.19 billion.

Total expenses increased to ` 31.60 billion in FY2017 as compared to

` 25.45 billion in FY2016 resulting in a marginal increase in total cost to totalweighted received premium (TWRP2) ratio from 14.5% in FY2016 to 15.1% inFY2017. Profit after tax (PAT) for the Company stood at ` 16.82 billion in FY2017 comparedto ` 16.50 billion in FY2016.

Value of New Business grew from ` 4.12 billion in fiscal 2016 to ` 6.66 billion infiscal 2017 representing an increase of 61.7%.

Embedded Value increased from ` 139.39 billion at March 31 2016 to 161.84billion at March 31 2017.

A summary of key parameters is as set out below:

Particulars FY 2016 fY 2017
RWRP 49.68 64.08
Retail renewal premium 119.95 142.19
Total premium 191.64 223.54
Expenses 25.45 31.60
Standalone profit after tax 16.50 16.82
Sum assured for new business 1546.25 2940.40
Assets held 1039.39 1229.19
Cost to TWRP3 14.5% 15.1%

OUTLOOK FOR THE INDUSTRY AND THE COMPANY

The Indian economy and capital markets performed well in FY2017 which aided the returnof retail investor to financial investment avenues. It is expected that this trend wouldcontinue going forward as well. Life insurance industry is an important component offinancials saving and is expected to gain from the shift in trend. Recent events likedemonetisation shift from physical saving to financial saving focus on increasingfinancial inclusion improving customer proposition of insurance products coupled withfundamental strengths of Indian economy (High GDP growth rate high savings and investmentrate favourable demography) are expected to provide fillip to growth of insuranceindustry in India.

The Company would continue to focus on its strategic priorities namely:

Enhance Market Leadership: The Company would continue to focus on growthopportunities in the market with a customised regional strategy to maintain and enhanceour position in these markets.

Expand Our Protection Business: The Company is focused on expanding protection byoffering protection as an add-on to our savings products across channels penetrating theonline term insurance market and by partnering with loan providers to offer coverageagainst loans.

Continue To Deliver Superior Customer Value: The Company would continue to focus ondelivering value to consumers through competitive customer charges higher returns andtransparent service experience.

Strengthen Multi-Channel Architecture: The Company would strengthen itsmultichannel distribution by non-linear scaleup of agency and proprietary sales forceleveraging the bancassurance franchise and focusing on quality third party distribution.

Maintain Market-Leading Cost Efficiency: The Company would focus on cost efficiencyand in particular would leverage the digital platform to improve customer experience andefficiency of operations.

Customer Retention: The Company would strengthen mechanisms to improve the AUMgrowth by increasing renewal premium and curtailing surrenders.

Superior Risk Adjusted Fund Performance: The Company has in place a robust risk andinvestment management frame work and endeavor to continue to deliver superior riskadjusted returns to customers.

Financial
(` billion)
Standalone Consolidated
Particulars FY 2016 fY 2017 FY 2016 fY 2017
Profit after tax (PaT) 16.50 16.82 16.50 16.82
Balance brought forward from previous year 0.48 2.51 0.47 2.49
Profit available for appropriations 16.98 19.33 16.97 19.31
appropriations:
Interim Equity Dividend (9.02) (5.52) (9.02) (5.52)
Proposed Final Dividend (3.01) - (3.01) -
Tax on Equity Dividends (2.44) (1.13) (2.44) (1.13)
surplus carried to next year's account 2.51 12.68 2.49 12.66

The financial position of the Company remained strong with a solvency margin of 280.7%in FY2017 compared to 320.0% for FY2016 against regulatory requirement of 150%.

The AUM increased to ` 1229.19 billion as at March 31 2017 from

` 1039.39 billion as at March 31 2016.

Our Reach

The Company reaches its customers through 512 offices in 449 locations at March 312017. On March 31 2017 the Company had 12397 employees and 136114 advisors to cater tothe needs of customers. The Company distributes its products through agents corporateagents banks brokers proprietary sales force (PSF) and online channels.

Products

The Company offers a range of life pension and savings products across traditional andunit-linked platforms to provide a range of long term savings and protection solutions. Inorder to strengthen our Protection offerings we have launched new products on retailmortgage and group platforms.

Dividend And Dividend Distribution Policy

The operations have resulted in a profit after tax of ` 16.82 billion as compared to aprofit after tax of ` 16.50 billion for the previous year. The Board had approved paymentof interim dividend of ` 1.10 per equity share and a special dividend of ` 1.00 per equityshare for the first quarter of the FY2017 at its Board meeting held on July 20 2016 andinterim dividend of

` 1.10 per equity share and a special dividend of ` 0.65 per equity share for thesecond quarter of the FY2017 at its Board meeting held on October 25 2016. Further theBoard at its Meeting held on April 25 2017 has recommended a final dividend of ` 3.50 perequity share (including special dividend of ` 1.20 per equity share. Total dividend forthe year is ` 7.35 per equity share aggregating to ` 10.55 billion for FY2017.

In terms of Regulation 43A of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Dividend Distribution Policy of the Company is disclosed on thewebsite https://www.iciciprulife.com/about-us/ corporate-policies.html.

Claims

The Company has settled over 10500 individual mortality claims in FY2017. The claimssettlement ratio for the Company in FY2017 is 96.87%. For non-investigated claims thesettlement was completed within an average turnaround time of 3.05 days from receipt oflast requirement as compared to the regulatory norm of 30 days.

Particulars Of Loans Guarantees Or Investments

The provisions of Section 186(4) of the Companies Act 2013 (CA2013) requiringdisclosure in the financial statements of the full particulars of the loans giveninvestment made or guarantee given or security provided and the purpose for which the loanor guarantee or security is proposed to be utilised by the recipient of the loan orguarantee or security is not applicable to an insurance company.

Subsidiary

The Company's wholly owned unlisted subsidiary ICICI Prudential Pension FundsManagement Company Limited (PFM) acts as a pension fund manager under the National PensionSystem (NPS) with the objective of providing a strategic platform to leverage thesubstantial pension opportunity in India due to the lack of formal retirement provisionsfor a large segment of earning population.

During the year ended March 31 2017 the subscribers' funds managed by PFM haveincreased by 105.6% from ` 7011.4 million at March 31 2016 to ` 14414.8 million atMarch 31 2017. PFM registered a loss of ` 5.7 million (previous year: loss of ` 3.1million).

On the regulatory front letter of appointment is awaited from Pension Fund Regulatoryand Development Authority (PFRDA) in relation to the Request for Proposal issued by PFRDAin September 2016 for selection of Pension Fund Managers for NPS Private Sector whereinthe Company has bid for fund management fees at 0.10% p.a.

‘Pension' is a niche sector and the Company through its subsidiary intends tocontinue its presence in this segment. The overall contribution of the subsidiary to thefinancial results of the Company is not significant currently as it is still scaling up.

The Company will make available separate audited financial statements of the subsidiarycompany to any Member upon request. These documents/ details are available on theCompany's website (www.iciciprulife.com) and will also be available for inspection by anyMember of the Company at its Registered Office. A statement containing salient features ofthe financial statement of the subsidiary company forms part of the financial statementsof 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 of future operations of the Company.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Changes in the composition of the board of directors and other key Managerial Personnel(kMP) during the year

Name of Director/ KMP# Appointment/Resignation/ Cessation of tenure With effect from
Mr. Keki Dadiseth Independent Director Cessation of tenure April 26 2016
Mr. K. Ramkumar Nominee of ICICI Bank Resignation May 31 2016
Mr. Tony Wilkey Nominee of Prudential Corporation Holdings Limited Resignation June 24 2016
Mr. Rajiv Sabharwal Nominee of ICICI Bank Resignation June 30 2016
Mr. M. S. Ramachandran Additional (Independent) Director Appointment* June 29 2016
Mr. Dilip Karnik Additional (Independent) Director Appointment* June 29 2016
Mr. Binay Agarwala Chief Financial Officer Resignation June 29 2016
Mr. Satyan Jambunathan Chief Financial Officer Appointment June 29 2016

*Subject to the approval of the members at the Company's ensuing Annual General Meeting#As per CA 2013

Independent directors

The Board of Directors of the Company at March 31 2017 consisted of 12 Directors outof which six are independent Directors two Directors nominated by ICICI Bank Limited onenominated by Prudential Corporation Holdings Limited the Managing Director & CEO andtwo Executive Directors.

All independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 of the CA2013 and Regulation 16 of the ListingRegulations which have been relied on by the Company and were placed at the BoardNomination & Remuneration Committee and Board of Directors Meeting of the Company heldon April 24 2017 and April 25 2017 respectively.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During FY2017 a separate meeting of the Independent Directors was held on April 262016. retirement by rotation

In accordance with the provision of section 152 of the CA2013 Mr. N. S. Kannan(DIN: 00066009) and Mr. Adrian O'Connor(DIN: 02417554) would retire by rotation at theensuing AGM. Mr. N. S. Kannan and Mr. Adrian O'Connor being eligible have offeredthemselves for reappointment.

AUDITORS STATUTORY AUDITORS

B S R & Co. LLP bearing registration number 101248W/W-100022 CharteredAccountants and Walker Chandiok & Co LLP bearing registration number 001076N/N500013Chartered Accountants were appointed as joint statutory auditors of the Company at theSixteenth Annual General Meeting held on June 24 2016 and would hold office upto theconclusion of the ensuing Annual General Meeting.

The amended IRDAI Guidelines on Corporate Governance requires adherence to the CA2013in addition to the provisions prescribed by the IRDAI. The CA2013 requires a listedcompany to appoint its auditor for a period of five years which can be annually ratifiedby the members. B S R & Co. LLP bearing registration number 101248W/W-100022 hasalready served for three years and Walker Chandiok & Co LLP bearing registrationnumber 001076N/N500013 has already served for one year consequently they are proposed tobe appointed for a period of two years and four years respectively subject to theapproval of the members of the Company.

Secretarial Auditors

The Company with the approval of its Board of Directors has appointed Dr. K. R.Chandratre Company Secretary in Practice to undertake Secretarial Audit of the Companyfor FY2017. The Secretarial Audit Report is annexed herewith as Annexure A. There are noqualifications reservation or adverse remark or disclaimer made by the auditor in thereport.

Listing Of Equity Shares

During the FY2017 the Company had completed its Initial Public Offer ("IPO")by way of an offer for sale of up to 181341058 equity shares of face value of ` 10 eachof the Company by the Selling Shareholder (ICICI Bank Limited).

The shares of the Company were listed on National Stock Exchange of India Limited (NSE)and BSE Limited (BSE) on September 29 2016.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure B.

PARTICULARS OF EMPLOYEES

The statement containing the particulars of employees as required under Section 197(12)of the CA2013 read with Rule 5(2) of the Companies (Appointment & Remuneration)Rules 2014 is set out in an Annexure and forms part of this Report. In terms of Section136(1) of CA2013 the Report and the Accounts are sent to the Members excluding theaforesaid Annexure. Any Member interested in obtaining a copy of this Annexure may writeto the Company Secretary at the Registered Office of the Company.

RURAL AND SOCIAL BUSINESS

The Company has Micro Insurance retail products and Group term products to cater to theprotection and savings need of the unorganised and economically vulnerable section of thesociety.

? The Company has provided risk cover to the Self Help Group

(SHG) members predominantly in the rural areas of Tamil Nadu Maharashtra &Karnataka. These members are a group of micro entrepreneurs having homogeneous social andeconomic background coming together to avail micro credit for financing their small andmicro enterprises.

? Company provides Micro Insurance Savings Product at the door step to the financiallybackward tea workers in Assam.

? The Company partners with Micro Finance Institutions/ NBFCs and extends Group Termcover to customers for covering their loss of income risk arising out of unfortunately anduntimely demise.

? 163146 policies were issued in rural areas constituting 23.2 % of total policyissuances. The Company also covered more than 307300 lives of the total lives coveredwithin the norm of ‘social sector' business.

Increase In Share Capital

The paid-up capital of the Company increased by ` 30.28 million pursuant to exercise ofstock options granted under the Employee Stock Option Scheme taking the paid-up capital to` 14.35 billion at March 31 2017.

Public Deposits

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

Corporate social responsibility Initiatives

The Corporate Social Responsibility policy as approved by the Board has been hosted onthe Company's website (https://www.iciciprulife.com/about-us/company-overview/corporate-social-responsibility.html).

The Annual Report on Corporate Social Responsibility is annexed herewith as Annexure C.

Particulars of contracts or arrangements with related parties

The particulars of contracts or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the CA2013 including certainarm's length transactions under third proviso thereto are disclosed in Form AOC -2appended as Annexure D.

The Company has a Board approved policy on Related Party Transactions which has beenhosted on the website of the Company and can be viewed

Statement In Respect Of Adequacy Of Internal Financial Controls

The Company has established an internal financial control framework comprising internalcontrols over financial reporting operating controls and fraud prevention controls. Theframework is designed to ensure accuracy completeness and reliability of financialrecords orderly and efficient conduct of business safe guarding of assets as well asprevention and detection of fraud. Key components of the internal financial controlframework include:

Entity Level Controls: The control environment of the Company relies on a set ofEntity level controls (ELCs) which operate at an organisation level and may not beembedded in any single process of the Company. The ELCs set up by the Company include:

1. Corporate governance framework comprising Board and executives committees foroversight on the management of the Company

2. Policies commensurate with the Company's size and level of complexity to establishstandards of conduct including code of conduct whistle blower policy work placeharassment conflict of interest information security etc.

3. Risk management framework to identify measure monitor and control various risksincluding operational risk (including fraud risk).

4. Independent Internal Audit department with oversight from the Audit Committee

5. Employee management framework comprising hiring retention training performanceevaluation and remuneration structure of the employees

6. Framework to ensure compliance to regulations laws including compliancecertification communication of changes in regulations/ laws etc.

7. Framework for identifying monitoring of and control over outsourced activities

Operating Controls: Comprises of IT and process controls operating at asystem/process level with the objective of providing assurance at a transaction recordingstage. Salient aspects include:

1. The Company has implemented the COSO 2013 framework for ensuring compliance withSarbanes Oxley Act 2002. All business processes having implication on financial resultsare subject to quarterly reviews. Any material deficiency is discussed at Audit Committee.

2. The Company has deployed automation in most aspects of the transaction processingincluding policy administration investment management actuarial computations expenseprocessing claims management human resource processes and accounting to ensure greatercontrol and efficiency.

3. The Company has in place a robust IT control environment with integrated systemsinterface controls centralised data warehouse spreadsheet controls direct databaseupdate controls and access controls.

4. Control over third party service providers relevant from a financial reportingperspective.

5. The Company ensures control on safeguarding of assets comprising investment assetsIT assets and other assets.

Review Controls: Review control comprises multiple levels of oversight overfinancial reporting by way of a strong reporting and review framework as follows:

1. The financials prepared are audited by joint statutory auditors and are reviewed byAudit Committee. They are also submitted to IRDAI.

2. Internal audit team exercises independent oversight over operational and financialprocesses and significant observations and recommendations are presented to the AuditCommittee. Investment operations is subject to concurrent audit certification on a dailybasis and an investment risk management systems (IRMS) audit on a bi-annual basis. Anysignificant findings in the concurrent audit or IRMS audit are presented to the AuditCommittee.

3. Management exercises review control by way of in depth reviews on financials GLbalances liability assumptions information security etc. conducted by CFO AppointedActuary and Chief of IT and operations.

Fraud Prevention: The Company has a Board approved Fraud Risk Management Policy.The Company has an Operational Risk Management Committee (ORMC) which independentlymonitors frauds. The ORMC reports to Executive Risk Committee which in turn reports toBoard Risk Management Committee.

1. The Company follows both a proactive and reactive approach to mitigate fraud.Proactive management is done by using risk based triggers to identify suspected frauds andthrough random sample checks. Reactive management is done through incident management.Investigation is done for identification of process/ system failures and/or identificationof responsible internal/external parties.

2. The Company ensures implementation of controls to prevent repeat incidentsfinancial recovery process and disciplinary action against involved employees. It alsoinitiates actions through law enforcement authorities based on severity of the incident.

3. The Company creates awareness amongst its employees and customers against fraudulentpractices.

4. The Company is in compliance with "Insurance Fraud Monitoring Framework"guidelines issued by IRDAI.

Auditor's Report

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

Internal audit and compliance framework

Internal audit:

The Company has in place an internal audit framework with a risk based audit approach.The basic philosophy of risk based internal audit is to provide reasonable assurance tothe Board Audit Committee and management about the adequacy and effectiveness of the riskmanagement and control framework in the Company. Review of controls is undertaken throughexecution of internal audits as per risk based audit plan. The internal audit coversauditing of processes transactions and systems. Key audit observations andrecommendations made are reported to the Board Audit Committee every quarter.Implementation of the recommendations is actively monitored.

Compliance:

The Board Audit Committee oversees the compliance framework of the Company. The Companyhas formulated various internal policies/procedures and an employee code of conduct whichgovern day-to-day activities to ensure compliance. The Compliance function disseminatesrelevant laws regulations and circulars related to insurance and anti-money laundering tovarious functions. It also serves as a reference point for the staff of various functionsfor seeking clarifications on applicable laws regulations and circulars issued by theregulatory authorities. The Compliance team also monitors the adequacy of the complianceframework across the Company. Key issues observed as part of this monitoring are reportedto the Board Audit Committee and implementation of recommendations is actively monitored.A compliance certificate signed by the Managing Director & CEO based on thecertification from respective functional heads is placed at the Board Audit Committee ona quarterly basis.

Ind as Implementation

The Company along with its subsidiary will adopt Ind AS with effect from April 1 2018as per the roadmap laid down by the Ministry of Corporate Affairs for the insurance sectorfor implementation of Ind AS in their press release dated January 18 2016 as well ascirculars dated March 1 2016 and December 30 2016 on Ind AS implementation issued byIRDAI.

The effect of transition from Indian GAAP to Ind AS is being assessed. Areas whichcould have a significant impact on account of the transition:

? Fair valuation of certain financial instruments

? Contract classification into insurance and investment contracts as per Ind AS 104 onInsurance Contracts along with policyholder liability valuation

?Share-based payments ? Income taxes

This list of differences identified by the Company should not be viewed as exhaustiveand definitive as it is intended to highlight those areas that are considered to be mostsignificant as of date.

Apart from the assessment Company has made certain representations to IRDAI forfurther clarifications for the purpose of Ind AS implementation. There would also be achange in the presentation of financial statements including additional disclosures.

RISK MANAGEMENT

The Company recognises that risk is an integral element of the business and managedacceptance of risk is essential for the generation of shareholder value. The riskgovernance structure of the Company consists of the Board the Board Risk ManagementCommittee (BRMC) the Executive Risk Committee (ERC) and its sub-committees. The Boardapproved risk policy details identification measurement monitoring and control standardsrelating to the various individual risks namely investment (market credit andliquidity) insurance and operational risks.

1. Investment risk

Investment risk is the risk arising out of variations in the level or volatility ofmarket prices of assets and financial instruments including the risk arising from anymismatch between assets and liabilities due to external market and economic factors. TheCompany faces limited liquidity risk due to the nature of its liabilities. The keymitigation approaches for this risk are as follows: (a) Product approval process:Launching new products can significantly alter the risk profile of the Company's Balance

Sheet. Investment risks inherent in the new products or significant modifications toexisting products are identified at the product design stage and products are launchedonly after approval by the ERC. (b) Asset Liability Management (ALM): The Company hasdetailed Investment Specifications that govern the investment strategy and limits for eachfund depending on the profile of the liability backed by those assets. For each categoryof products the Investment Specifications specify limits to permissible exposures tovarious asset classes duration guidelines for fixed income instruments and minimuminvestment in liquid assets.

(c) Exposure limits have been defined for companies groups and industries inaccordance with IRDAI guidelines and the Company's internal Investment Policy. The Companyrestricts investments primarily to securities rated AA and above. (d) The Company has aliquidity contingency plan in place.

2. Insurance risk

Insurance risk is the risk arising because of mis-estimation of the best estimate orbecause of random fluctuations in the frequency size and timing of insurance liabilities.Insurance risk is composed of the following components: mortality morbidity persistencyand expense risk. These risks are mitigated through: (a) Product approval process:Insurance risks inherent in the new products or significant modifications to existingproducts are identified at the product design stage and products are launched only afterapproval by the ERC. The Company in its product design incorporates product features anduses appropriate policy wordings to mitigate insurance risk. (b) Reinsurance: The Companyuses appropriate reinsurance arrangements including catastrophe reinsurance to manageinsurance risk. The arrangements are with select and financially sound reinsurers. TheCompany's reinsurance exposures are considered and approved by the ERC periodically.

(c) Underwriting and claims controls: Underwriting and claims policies and proceduresare in place to assess and manage mortality and morbidity risks. The Company seeks tominimise these risks by diversifying its business portfolio and adhering to appropriateand segmented underwriting norms. The Company conducts periodic reviews of bothunderwriting and claims procedures. (d) Experience analysis: The Company conducts itsexperience analysis regularly to ensure that corrective action can be initiated at theearliest opportunity and that assumptions used in product pricing reserving and embeddedvalue reporting are in line with experience. The Company actively monitors its claimsexperience persistency levels and expense ratios. (e) Aligning key performanceindicators: The Company uses appropriate key performance indicators for different levelsof hierarchy in sales and operations to align interests and ensure adequate focus oninsurance risk specially persistency and expense.

3. OPERATIONAL RISK:

Operational risk is the risk of loss resulting from inadequate or failed internalprocesses people and systems or from external events.

The Company uses the following approaches to manage the risk: (a) The Company developsand monitors mitigation plans for high risk items identified through the Risk ControlSelf-Assessment (RCSA) done by each business function loss events and/or audit findings.(b) The Company actively promotes a risk awareness culture by improving understandingthrough communication. It further engages with the law enforcement agencies to createawareness on various insurance frauds and emerging issues (c) Fraud Management: TheCompany follows both a proactive and reactive approach to manage fraud. Proactivemanagement is done by using triggers to identify suspected frauds and through randomsample checks. Reactive management is done through incident management. Investigation isdone for identification of process/system failures and/or identification of responsibleinternal/external parties. The Company ensures implementation of controls to preventrepeat incidents financial recovery process and disciplinary action against involvedemployees in accordance to Malpractice Matrix. It also initiates actions through lawenforcement authorities based on severity of the incident.

(d) Outsourcing Risk: Processes of the Company are outsourced as permitted under theregulatory guidelines. The Company carries out required due-diligence for any new activityor vendor empanelment.

(e) Business Continuity Management (BCM): The Company has a BCM framework to ensureresilience and continuity of key products and services at minimum acceptable level toachieve business-as usual presence in the market place and safety of human resources. Thisincludes systems and processes including use of disaster recovery sites and businesscontinuity drills for critical processes. (f) Information Security: The Company has aninformation security framework that ensures all information assets are safeguarded byestablishing comprehensive management processes throughout the organisation. (g)Whistle-blower policy that facilitates reporting of observed breaches. Employee Code ofConduct that is laid out with a malpractice matrix prescribing disciplinary actionincluding caution deterrent action and termination based on the nature and seriousness ofnon-compliant behaviour.

SEXUAL HARASSMENT POLICY

The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 provides protection against sexual harassment of women at the workplace and forthe prevention and redressal of complaints of sexual harassment. The Company has a laiddown policy on sexual harassment at the workplace and has communicated the same to all itsemployees. The Company believes in providing a safe working environment at the workplace.On an ongoing basis the Company creates education & awareness amongst employeesthrough training programs and e-mail campaigns.

CORPORATE GOVERNANCE

The Company considers its stakeholders as partners in success and the Company remainscommitted to maximising stakeholders' value. The Company believes that sound corporategovernance mechanism is critical to retain and enhance stakeholders' trust. The Company iscommitted to exercise overall responsibilities rigorously and diligently throughout theorganisation managing its affairs in a manner consistent with corporate governancerequirements.

The Company's corporate governance philosophy is based on an effective independentBoard the separation of Board's supervisory role from the executive management and theBoard Committees generally comprising a majority of independent/non-executive Directorsand chaired by independent Directors to oversee critical areas.

Whistle blower Policy

The Company has formulated a Whistle blower Policy to encourage employees to reportmatters without the risk of subsequent victimisation discrimination or disadvantage. Asper the Policy employees or Directors can raise concerns related to breach of any lawstatute or regulation issues related to accounting policies and procedures actsresulting in financial loss or loss of reputation misuse of office suspected/actualfraud and criminal offences non-compliance to anti-bribery & anti-corruption policyby the Company or its employees to the Board Audit Committee through specified channels.The Policy has been periodically communicated to the employees and also posted on theCompany's intranet and hosted on the website athttps://www.iciciprulife.com/about-us/corporate-policies.html.

Code of Conduct under securities and exchange board of India (Prohibition of InsiderTrading) regulations 2015

The Company has in place a Code of Conduct to Regulate Monitor and Report Trades insecurities by Directors Employees & Connected Persons which is in conformity with theSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015.The Code is applicable to the Employees of the Company Designated Persons and theirImmediate Relatives and Connected Persons to the extent applicable. The objective of theCode is to prohibit insider trading in any manner by the Designated Persons and tomaintain confidentiality of unpublished price sensitive information and access toinformation on a "need to know" basis.

Code of business conduct and ethics

The Board of Directors has approved a Code of Business Conduct and Ethics for Directorsand employees of the Company. The Code aims at ensuring consistent standards of conductand ethical business practices across the constituents of the Company. The Code lays downthe broad framework of general guiding principles. This Code is available on the websiteof the Company (https://www.iciciprulife.com/about-us/company-overview/board-of-directors.html). Pursuant to the Listing Regulations aconfirmation from the Managing Director & CEO regarding compliance with the Code byall the Directors and senior management forms part of the Annual Report.

Policy for determining Material subsidiaries

In accordance with the requirements of the Listing Regulations the Company hasformulated a Policy for determining Material Subsidiaries and the same has been hosted onthe website of the Company(https:// www.iciciprulife.com/about-us/corporate-policies.html)

familiarisation Programme for Independent directors

Independent Directors are familiarised with their roles rights and responsibilities inthe Company as well as with the nature of industry and business model of the Companythrough induction programmes at the time of their appointment as Directors and throughpresentations on economy & industry overview key regulatory developments strategyand performance which are made to the Directors from time to time. The details of thefamiliarisation programmes have been hosted on the website of the Company and can beaccessed on the link: (https://www.iciciprulife.com/content/dam/icicipru/about-us/corporate_policies/Familiarisation_Programme_for_ID.pdf).

Ceo/Cfo Certification

In terms of the Listing Regulations the certification by the Managing Director &CEO and Chief Financial Officer on the financial statements and internal controls relatingto financial reporting has been obtained.

Board Of Directors

The Company's Board is constituted in compliance with the CA2013 in accordance withIRDAI Corporate governance guidelines 2016 and the Listing Regulations. The Boardcomprises six Independent Directors two Directors nominated by ICICI Bank Limited oneDirector nominated by Prudential Corporation Holdings Limited the Managing Director &CEO and two Executive Directors. Except the Managing Director & CEO and two ExecutiveDirectors all other Directors including the Chairperson of the Board are non-executiveDirectors. There is a clear segregation of responsibility and authority between theDirectors and the executive management. The Board is responsible for overall corporatestrategy and other responsibilities as laid down by IRDAI under the Corporate Governanceguidelines. The Managing Director & CEO and the Executive Directors overseeimplementation of strategy achievement of the business plan and day-to-day operations.There is an appropriate mix of executive non-executive and independent Directors. None ofthe Directors are related to any other Director or employee of the Company.

The Board functions either as a full Board or through various Committees constituted tooversee specific areas. The Board has constituted eight Committees namely Board AuditCommittee Board Risk Management Committee Board Investment Committee Board CustomerService & Policyholders' Protection Committee Board Nomination and RemunerationCommittee Board Corporate Social Responsibility Committee Stakeholders RelationshipCommittee and With Profits Committee.

There were six Meetings of the Board during FY2017 - on April 26 2016 June 29 2016July 20 2016 August 26 2016 October 25 2016 and January 24 2017. The maximuminterval between any two meetings did not exceed 120 days. The names of the Directors withtheir qualification and field of specialisation are set out in the following table:

Name of the director Directors identification number (din) Qualification Field of specialization
Nominee Directors
Ms. Chanda Kochhar 00043617 MMS - Finance ICWA Banking Financial Services
Chairperson Nominee of ICICI Bank Limited
Mr. N. S. Kannan 00066009 Bachelor of Engineering (Honours) PGDM Banking Financial Services
Nominee of ICICI Bank Limited Chartered Financial Analyst (ICFAI)
Mr. K. Ramkumar1 00244711 B. Sc PG Diploma in Personnel & Industrial Human Resources Management
Relations Management Customer Service and Operations
Mr. Rajiv Sabharwal2 00057333 B.Tech. (IIT Delhi) PGDM Banking Financial Services
Mr. Tony Wilkey3 02337488 MBA Insurance asset management
Mr. Adrian O'Connor Nominee of Prudential 02417554 Fellow of the Institute of Actuaries and Financial management strategic
Corporation Holdings Limited Fellow of Society of Actuaries planning
INDEPENDENT IRECTORS
Mr. Keki Dadiseth4 00052165 B. Com F.C.A (England and Wales) Finance
Prof. Marti G. Subrahmanyam 00306761 B.Tech PGDM Ph.D. Corporate finance capital markets and
international finance
Ms. Rama Bijapurkar 00001835 B.Sc (Hon.) PGDM Market strategy
Mr. Vinod Kumar Dhall 02591373 LLB M.Sc Masters degree in Mathematics Corporate Affairs Law and Insurance
Mr. V. Sridar 02241339 B. Com (Hons) FCA Banking Finance and Accountancy
Mr. M. S. Ramachandran5 00943629 B. E. (Mechanical) Oil and Petroleum Industry
Mr. Dilip Karnik6 06419513 B. Sc. and LLB Former Judge of High Court of Bombay.
Currently an Advocate
Executive Directors
Mr. Sandeep Bakhshi Managing Director & CEO 00109206 B.E (Mech) PGDM Banking Insurance Financial Services
Mr. Puneet Nanda 02578795 B.E PGDM Insurance Financial Services
Mr. Sandeep Batra 03620913 B.Com F.C.A. A.C.S. Banking Insurance Financial Services

1. Mr. K. Ramkumar ceased to be a Nominee Director with effect from May 31 2016.

2. Mr. Rajiv Sabharwal ceased to be a Nominee Director with effect from June 30 2016

3. Mr. Tony Wilkey ceased to be a Nominee Director with effect from June 24 2016.

4. Mr. Keki Dadiseth ceased to be an Independent Director with effect from April 262016.

5. Mr. M. S. Ramachandran was appointed as an Additional (Independent) Director witheffect from June 29 2016

6. Mr. Dilip Karnik was appointed as an Additional (Independent) Director with effectfrom June 29 2016

The names of the Directors and their attendance at Board Meetings during the year areset out in the following table:

Number of other directorships

Name of the director Board meetings attended/ held during the year Attendence at last agm (june 24 2016) Of indian public limited companies7 Of other companies8 Number of other committee9 memberships
Nominee Directors
Ms. Chanda Kochhar Chairperson 6/6 Absent 4 2 -
Nominee of ICICI Bank Limited
Mr. N. S. Kannan 5/6 Present 4 2 2
Nominee of ICICI Bank Limited
Mr. K. Ramkumar1 1/1 N.A N. A. N. A. N. A.
Mr. Rajiv Sabharwal2 1/2 Absent N. A. N. A. N. A.
Mr. Tony Wilkey3 1/1 N. A. N. A. N. A. N. A.
Mr. Adrian O'Connor 4/6 Absent - N. A. -
Nominee of Prudential Corporation
Holdings Limited
independent directors
Mr. Keki Dadiseth4 -- N. A. N. A. N. A. N. A.
Prof. Marti G. Subrahmanyam 6/6 Absent - 2 -
Ms. Rama Bijapurkar 4/6 Present 3 1 2
Mr. Vinod Kumar Dhall 6/6 Absent 6 - 7
Mr. V. Sridar 6/6 Present 9 - 9
Mr. M. S. Ramachandran5 3/4 N. A. 6 3 3
Mr. Dilip Karnik6 4/4 N. A. 2 - 1
Executive Directors
Mr. Sandeep Bakhshi 6/6 Absent 1 - -
Managing Director & CEO
Mr. Puneet Nanda 6/6 Present 1 - -
Mr. Sandeep Batra 6/6 Present 2 1 1

1. Mr. K. Ramkumar ceased to be a Nominee Director with effect from May 31 2016.

2. Mr. Rajiv Sabharwal ceased to be a Nominee Director with effect from June 30 2016

3. Mr. Tony Wilkey ceased to be a Nominee Director with effect from June 24 2016.

4. Mr. Keki Dadiseth ceased to be an Independent Director with effect from April 262016.

5. Mr. M. S. Ramachandran was appointed as an Additional (Independent) Director witheffect from June 29 2016

6. Mr. Dilip Karnik was appointed as an Additional (Independent) Director with effectfrom June 29 2016

7. Comprises of public limited companies incorporated in India

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

9. Comprises only Audit Committee and Stakeholders Relationship Committee of Indianpublic companies.

In terms of the Listing Regulations the number of Committees (Audit Committee andStakeholders Relationship Committee) of public limited companies in which a Director is amember/chairman were within the limits prescribed under Listing Regulations for all theDirectors of the Company. The number of directorships of each independent Director is alsowithin the limits prescribed under Listing Regulations.

Board Committees

The details of Board Committees are as follows:

a) board audit Committee

The primary objective of the Committee is to monitor and provide an effectivesupervision of the financial reporting process with high levels of transparencyintegrity and quality of financial reporting. The Committee shall oversee the work ofinternal audit & compliance functions and ensure deployment of policies for aneffective control mechanism including mechanism to address potential conflict of interestamong stakeholders. The Committee has the authority and responsibility to select evaluateand recommend the statutory auditors in accordance with law. The Committee shall ensureindependence of control functions demonstrated by a credible reporting arrangement.

Terms of reference:

I. accounts & audit

? Oversee the financial statements financial reporting process statement of cash flowand disclosure of its financial information both on an annual and quarterly basis toensure that the financial statement is correct sufficient and credible.

? Recommend the appointment re-appointment terms of appointment and if required thereplacement or removal; remuneration reviewing (with management) performance andoversight of the work of the auditors (internal/statutory/concurrent) and to review andmonitor the auditor's independence and performance and effectiveness of audit process.

? 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.

? Evaluation of internal financial controls and risk management systems. ? Discuss withthe statutory auditors before the audit commences about the nature and scope of audit aswell as have post-audit discussions to address areas of concern.

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

? Reviewing with the management the annual financial statements and auditor's reportthereon before submission to the Board for approval with particular reference to:

? Matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe CA2013.

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

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

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

? Compliance with listing and other legal requirements relating to financial statementsto the extent applicable.

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

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

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

? To the extent applicable review with the management the statement of uses/end use /application of funds raised through an issue (public issue rights issue preferentialissue etc.) and related matter the statement of funds utilised for purposes other thanthose stated in the offer document/prospectus/notice and the report submitted by themonitoring agency monitoring the utilisation of proceeds of a public or rights issue andmaking appropriate recommendations to the Board to take up steps in this matter.

? Review of housekeeping items particularly review of suspense balancesreconciliations (including Subsidiary General Ledger (SGL) accounts) and other outstandingassets & liabilities.

? Scrutiny of inter-corporate loans and investments if any. ? Valuation ofundertakings or assets of the Company wherever it is necessary.

? Carrying out any other function if any as is mentioned in the terms of reference ofthe Audit 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 (ListingObligations and Disclosure Requirements) Regulations 2015 as amended ("ListingRegulations") or by any other regulatory authority.

II. Internal audit

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

? Oversee the efficient functioning of the internal audit department and review itsreports. The Committee would additionally monitor the progress made in rectification ofirregularities and changes in processes wherever deficiencies have come to notice.

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

? Discussion with internal auditors of any significant findings and follow up there on.

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

? Review with the management performance of internal auditors and the adequacy of theinternal control systems.

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

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

III. Compliance & ethics

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

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

? Supervise and monitor matters reported using the Company's whistle blowing or otherconfidential mechanisms for employees and others to report ethical and compliance concernsor potential breaches or violations.

? Advise the Board on the effect of the above on the Company's conduct of business andhelping the Board set the correct "tone at the top" by communicating orsupporting the communication throughout the Company of the importance of ethics andcompliance.

? Approve compliance programmes reviewing their effectiveness on a regular basis andsigning off on any material compliance issues or matters.

? Review key transactions involving conflict of interest. ? Review the Anti MoneyLaundering (AML)/Counter Financing of

Terrorism (CFT) policy annually and review the implementation of the Company's AML/CFTprogramme.

? Review compliance of Insurance Regulatory & Development

Authority of India (IRDAI) Corporate Governance guidelines.

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

? Approval of appointment of chief financial officer or any other person heading thefinance function or discharging that function after assessing the qualificationsexperience and background etc. of the candidate.

Composition

There were seven Meetings of the Board Audit Committee held during FY2017 - on April25 2016 June 24 2016 June 29 2016 July 19 2016 August 26 2016 October 24 2016and January 23 2017. The details of the composition of the Committee and attendance atits Meetings are set out in the following table:

Name of the member Number of meetings attended/held
Mr. V. Sridar1 - Chairman 7/7
Prof. Marti G. Subrahmanyam2 5/6
Mr. Vinod Kumar Dhall 6/7
Mr. M. S. Ramachandran3 3/4
Mr. N. S. Kannan4 3/4
Mr. Adrian O'Connor 0/7
Mr. Keki Dadiseth – Chairman5 0/1
Mr. K. Ramkumar6 1/1

1. Appointed as a Chairman of the Board Audit Committee with effect from April 26 2016

2. Appointed as a member of the Board Audit Committee with effect from April 26 2016

3. Appointed as a member of the Board Audit Committee with effect from July 8 2016

4. Appointed as a member of the Board Audit Committee with effect from June 29 2016

5. Ceased to be the Chairman of the Board Audit Committee with effect from April 262016.

6. Ceased to be a Member of the Board Audit Committee with effect from May 31 2016. b)Board Risk Management Committee

The Committee reviews the Risk Management policy of the Company including AssetLiability Management (ALM) to monitor all risks across the various lines of business ofthe Company and establish appropriate systems to mitigate such risks. The Committee alsoreviews the risk appetite and risk profile of the Company. The Committee oversees theeffective operation of the risk management system and advises the Board on key riskissues.

Terms of reference:

a. risk Management

i. Assisting the Board in effective operation of the risk management system byperforming specialised analysis and quality reviews; ii. Maintaining a group wide andaggregated view of the risk profile of the Company in addition to the individual riskprofiles; iii. Reporting to the Board details of the risk exposures and the actions takento manage the exposures set the risk tolerance limits and assess the cost and benefitsassociated with risk exposure and review monitor and challenge where necessary risksundertaken by the Company; iv. Advising the Board with regard to risk management decisionsin relation to strategic and operational matters such as corporate strategy acquisitionsand related matters; v. Review the Company's risk-reward performance to align with overallpolicy objectives; vi. Discuss and consider best practices in risk management in themarket and advise the respective functions; vii. Maintain an aggregated view on the riskprofile of the Company for all categories of risk including insurance risk market riskcredit risk liquidity risk operational risk compliance risk legal risk reputationrisk etc.; viii. Review the solvency position of the Company on a regular basis; ix.Monitor and review regular updates on business continuity; x. Formulation of a Fraudmonitoring policy and framework for approval by the Board; xi. Monitor implementation ofanti-fraud policy for effective deterrence prevention detection and mitigation offrauds; xii. Review compliance with the guidelines on Insurance Fraud Monitoring Frameworkdated 21st January 2013 issued by the Authority. xiii. To carry out any other functionif any as prescribed in the terms of reference of the Risk Management Committee and anyother terms of reference as may be decided by the Board and/or specified/ provided underthe CA2013 or the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended or by any other regulatoryauthority.

b. asset Liability Management (aLM) i. Formulating and implementing optimal ALMstrategies both at the product and enterprise level and meeting risk versus rewardobjectives and ensuring they remain within acceptable monitored tolerances for liquiditysolvency and the risk profile of the entity; ii. Reviewing the Company's overall riskappetite and laying down the risk tolerance limits; including annual review of strategicasset allocation iii. Monitoring risk exposures at periodic intervals and revisingstrategies as appropriate including those for ALM; iv. Placing information pertaining toALM before the Board at periodic intervals; v. Setting the risk/reward objectives i.e. therisk appetite of the Company informed by assessment of policyholder expectations and otherrelevant factors; vi. Quantifying the level of risk exposure (eg. market credit andliquidity) and assessing the expected rewards and costs associated with the risk exposure;vii. Ensuring that management and valuation of all assets and liabilities comply with thestandards prevailing legislation and internal and external reporting requirements; viii.Reviewing key methodologies and assumptions including actuarial assumptions used to valueassets and liabilities; ix. Managing capital requirements at the company level using theregulatory solvency requirements; and x. Reviewing approving and monitoring capital plansand related decisions over capital transactions. xi. To carry out any other function ifany as prescribed in the terms of reference of the Risk Management Committee and anyother terms of reference as may be decided by the Board and/or specified/ provided underthe CA2013 or the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended or by any other regulatoryauthority.

Composition

There were four Meetings of the Board Risk Management Committee held during FY2017 - onApril 25 2016 July 19 2016 October 24 2016 and January 23 2017. The details of thecomposition of the Committee and attendance at its Meetings are set out in the followingtable:

Name Of The Member number of meetings attended/held
Prof. Marti G. Subrahmanyam – Chairman 4/4
Ms. Rama Bijapurkar 3/4
Mr. N. S. Kannan 3/4
Mr. Adrian O'Connor 0/4

c) board Investment Committee

The Investment Committee assists the Board in fulfilling its oversight responsibilityfor the investment assets of the Company. The Committee is responsible for formulating theoverall investment policy and establishing a framework for its investment operations withadequate controls. The Committee also monitors investment performance against theapplicable benchmarks and provide guidance for protection of shareholders' andpolicyholders' funds.

Terms of reference:

? Responsible for the recommendation of the Investment Policy and laying down of theoperational framework for the investment operations of the Company. The Investment Policyand operational framework should inter alia focus on a prudential asset liabilitymanagement supported by robust internal control systems; and encompass aspects concerningliquidity for smooth operations compliance with prudential regulatory norms oninvestments risk management/mitigation strategies to ensure commensurate yield oninvestments in line with policyholders' reasonable expectations and above all protectionof policyholders' funds.

? Put in place an effective reporting system to ensure compliance with the InvestmentPolicy set out by it apart from Internal/Concurrent Audit mechanisms for a sustained andon-going monitoring of Investment Operations.

? To submit a report to the Board on the performance of investments at least on aquarterly basis and provide an analysis of its investment portfolio (including with regardto the portfolio's safety and soundness) and on the future outlook.

? The Committee should independently review its investment decisions and ensure thatsupport by the internal due diligence process is an input in making appropriate investmentdecisions.

? To carry out any other function if any as prescribed in the terms of reference ofthe Board Investment Committee and any other terms of reference as may be decided by theBoard and/or specified/ provided under the CA2013 or by any other regulatory authority.

Composition

There were four Meetings of the Board Investment Committee held during FY2017 - onApril 25 2016 July 19 2016 October 24 2016 and January 23 2017.The details of thecomposition of the Committee and attendance at its Meetings are set out in the followingtable:

Name of the member Number of meetings attended/held
Prof. Marti G. Subrahmanyam - Chairman 4/4
Mr. N. S. Kannan 3/4
Mr. Adrian O'Connor 0/4
Mr. Sandeep Bakhshi 4/4
Mr. Sandeep Batra 4/4
*Mr. Satyan Jambunathan1 4/4
*Mr. Manish Kumar 4/4
*Mr. Binay Agarwala2 1/1
*Mr. Deepak Kinger3 2/2
*Ms. Asha Murali4 3/3

* As per IRDAI Corporate Governance guidelines 2016 Board Investment Committee shallalso have Appointed Actuary Chief Investment Officer Chief Financial Officer and ChiefRisk Officer as members.

1. Appointed as amember with effect from June 29 2016.

2. Ceased to be a member with effect from June 29 2016

3. Appointed as a member with effect from July 20 2016

4. Appointed as a member with effect from June 1 2016

d) board Customer service & Policyholders' Protection Committee

The Board Customer Service & Policyholders' Protection Committee will assist theBoard to protect the interests of the policyholders and improve their experiences indealing with the Company at all stages and levels of their relationship with the Company.In this connection the Committee aims to upgrade and monitor policies and procedures forgrievance redressal and resolution of disputes disclosure of "materialinformation" to the policy holders and compliance with the regulatory requirements

Ombudsman/Consumer Forums. Analyse the root cause of customer complaints identifymarket conduct issues and advise the management appropriately about rectifying systemicissues if any.

?Review all the awards given by Insurance Ombudsman/Consumer

Forums remaining unimplemented for more than three (3) months with reasons therefor andreport the same to the Board for initiating remedial action where necessary.

? Review of Claims Report including status of Outstanding Claims with ageing ofoutstanding claims.

? Reviewing Repudiated claims with analysis of reasons. ?

Status of settlement of other customer benefit payouts like

Surrenders Loan and Partial withdrawal requests etc.

? Review of unclaimed amounts of Policyholders as required under the Circulars andguidelines issued by the Authority

.The Company has a Grievance Redressal Committee (GRC). The key discussions of the GRCMeeting are put up at the Board Customer Service & Policyholders' Protection Committeefor information. The GRC is formed to provide effective grievance redressal to thepolicyholders. The GRC consists of two external members and three members from seniormanagement team of the Company. Mr. R. Narayanan an external member chairs the GRC. Aspart of the grievance redressal mechanism the GRC constituted as the final authority toaddress the policyholders' grievances before approaching the Regulator and the Ombudsmanoffice. The GRC meets on a quarterly basis with the following terms of reference: a)Evaluate feedback on quality of customer service and claims experience. b) Review andapprove representations received on claims repudiations. c) Ensure that the Companyfollows all prescribed regulatory requirements on policyholder service. d) Submit reporton its performance to the Customer Service & Policyholder Protection Committee (CS& PPC) on a quarterly basis.

Composition

There were four Meetings of the Board Customer Service & Policyholders' ProtectionCommittee held during FY2017 - on April 26 2016 July 19 2016 October 24 2016 andJanuary 23 2017. The details of the composition of the Committee and attendance at itsMeetings are set out in the following table:

Name Of The Member number of meetings attended/held
Mr. Vinod Kumar Dhall - Chairman 3/4
Mr. K. Ramkumar1 1/1
Mr. Adrian O'Connor 1/4
Mr. N. S. Kannan2 3/3

1. Ceased to be a Member with effect from May 31 2016.

2. Appointed as a Member with effect from June 29 2016

E) BOARD NOMINATION AND REMUNERATION COMMITTEE

The Board Nomination & Remuneration Committee shall assist the Board to formulatepolicies relating to the composition & remuneration of the directors key managerialpersonnel other employees consistent with criteria approved by the Board. The Committeeshall coordinate and oversee the self-evaluation of the performance of the Board andsuccession planning for senior management. The Committee shall ensure that the Boardcomprises competent and qualified Directors.

Terms of reference:

? To formulate 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.

? To consider and approve employee stock option schemes and to administer and supervisethe same.

? To devise a policy on diversity of the Board.

? To identify persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down recommend to the Board theirappointment and removal and formulate a criteria for evaluation of every director'sperformance.

? To scrutinise the declarations of intending applicants before the appointment/re-appointment/ election of directors by the shareholders at the annual general meeting;and to scrutinise the applications and details submitted by the aspirants for appointmentas the key managerial personnel.

? To consider whether to extend or continue the term of appointment of the independentdirector on the basis of the report of performance evaluation of independent directors.

? To ensure that the level and composition of remuneration is reasonable and sufficientto attract retain and motivate directors of the quality required to run the Companysuccessfully.

? To ensure that relationship of remuneration to performance is clear and meetsappropriate performance benchmarks.

? To approve the compensation programme and to ensure that remuneration to directorskey managerial personnel and senior management involves a balance between fixed andincentive pay reflecting short and long term performance objectives appropriate to theworking of the Company and its goals.

? To ensure that the proposed appointments/ re-appointments of key managerial personnelor directors are in conformity with the Board approved policy on retirement/superannuation.

? To carry out any other function if any as prescribed in the terms of reference ofthe Board Nomination and Remuneration Committee and any other terms of reference as may bedecided by the Board and/or specified/provided under the CA2013 or the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 as amended or by any other regulatory authority

. Composition

There were four Meetings of the Board Nomination & Remuneration Committee heldduring FY2017 - on April 26 2016 June 29 2016 July 20 2016 and January 23 2017. Thedetails of the composition of the Committee and attendance at its Meetings are set out inthe following table:

Name Of The Member number of meetings attended/held
Ms. Rama Bijapurkar - Chairperson 4/4
Prof. Marti G. Subrahmanyam 4/4
Mr. Vinod Kumar Dhall 3/4
Mr. K. Ramkumar1 0/1
Mr. Adrian O'Connor 2/4
Mr. N. S. Kannan2 1/2

1. Ceased to be a Member with effect from May 31 2016.

2. Appointed as a Member with effect from June 29 2016

f) board Corporate social responsibility (Csr) Committee

The purpose of the Committee is to formulate and recommend to the Board the CSR policyof the Company. It will also formulate the annual CSR plan and monitor the CSR activitiesand compliance with the CSR policy from time to time. Corporate Social ResponsibilityPolicy of the Company as per section 135 of the CA2013 is put up on the Company's website.

Terms of reference:

? To formulate and recommend to the Board a Corporate Social

Responsibility Policy which shall indicate the activities to be undertaken by theCompany.

To recommend the amount of expenditure to be incurred on the

Corporate Social Responsibility activities.

To monitor the Corporate Social Responsibility Policy of the Company from time to time.

Composition

There were two Meetings of the Board Corporate Social Responsibility Committee heldduring FY2017 - on April 25 2016 and January 24 2017. The details of the composition ofthe Committee and attendance at its Meetings are set out in the following table:

Name of the member Number of meetings attended/held
Mr. Vinod Kumar Dhall – Chairman 1/2
Mr. K. Ramkumar1 1/1
Mr. Adrian O'Connor 1/2
Mr. N. S. Kannan2 1/1

1. Ceased to be a Member with effect from May 31 2016.

2. Appointed as a Member with effect from June 29 2016

G) STAKEHOLDERS RELATIONSHIP COMMITTEE

Terms of reference:

? Consider and review redressal and resolutions of the grievances of the securityholders of the company including those of shareholders debenture holders and othersecurity holders

? Approval and rejection of transfer and transmission of shares or securitiesincluding preference shares bonds debentures and securities

? Approval and rejection of requests for split and consolidation of share certificates

? Approval and rejection of issue of duplicate share issued from time to time

? Redemption of securities and the listing of securities on stock exchanges

? Allotment of shares and securities

? Any other activities which are incidental or ancillary thereto

Composition

There were two Meetings of the Stakeholders Relationship Committee held during FY2017 -on October 25 2016 and January 24 2017. The details of the composition of the Committeeand attendance at its Meetings are set out in the following table:

Name of the member Number of meetings attended/held
Mr. Vinod Kumar Dhall – Chairman 2/2
Mr. Keki Dadiseth1 -
Mr. Sandeep Bakhshi 2/2
Mr. Sandeep Batra2 2/2

1. Ceased to be a Member with effect from April 26 2016

2. Appointed as a Member with effect from April 26 2016

h) With Profits Committee

Terms of reference:

? Maintaining the asset shares at policy level and ensuring that only the portion ofexpenses representing this business shall be allocated and interest rate credits to theseasset shares represent the underlying assets of these funds.

? Determining the asset share for each product in accordance with the guidance orpractice standards etc. issued by the Institute of Actuaries of India.

? Providing approval for the detailed working of the asset share the expense allowedfor the investment income earned on the fund etc. which were represented in the assetshare.

Composition

There was one Meeting of the With Profits Committee held during FY2017- on April 222016. The details of the composition of the Committee and attendance at its Meeting areset out in the following table:

Name of the member Number of meetings attended/held
Mr. V. Sridar – Chairman 1/1
Mr. N. S. Kannan 0/1
Mr. Adrian O' Connor 0/1
Mr. Sandeep Bakhshi 1/1
*Mr. N. M. Govardhan 1/1
Mr. Satyan Jambunathan1 1/1
*Ms. Asha Murali2 -

* As per IRDAI regulations With Profits Committee shall also have an IndependentActuary and Appointed Actuary as members.

1. Ceased to be a Member with effect from July 20 2016

2. Appointed as a Member with effect from July 20 2016

i) Initial Public offer (IPo) Committee

The Board of Directors at its meeting held on April 26 2016 had constituted an InitialPublic Offer (IPO) Committee to review the progress of the IPO of the Company and toundertake necessary functions for the same including approving of the necessary documentslike Draft Red Herring Prospectus (DRHP) Red Herring Prospectus (RHP) and Prospectusetc. The said Committee comprised of Mr. N. S. Kannan Mr. Adrian O'Connor Mr. SandeepBakhshi and Mr. Sandeep Batra.

The Committee met seven times during the IPO process. The shares of the Company werelisted on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) onSeptember 29 2016 and subsequently since the role and objectives of the IPO Committeewere successfully completed the Committee stood dissolved.

Criteria for appointment of directors & senior Management

The Company has a well defined Policy for determining criteria for appointment ofDirectors & Senior Management personnel.

Remuneration Policy

The Company already has in place a Compensation & Benefits Policy applicable toWhole Time Directors (WTDs) Key Managerial Personnel (KMP) Senior Managerial Personnel(SMP) and other employees.

Further details with respect to the Compensation Policy are provided under the sectiontitled "Compensation Policy and Practices".

Details Of Remuneration Paid To Whole Time Directors

The Board Nomination and Remuneration Committee (BNRC) determines and recommends to theBoard the amount of remuneration including performance bonus and perquisites payable tothe Whole Time Directors.

The following table sets out the details of remuneration (including perquisites andretiral benefits) paid to Whole Time Directors for fiscal 2017:

Particulars Details of Remuneration (`)
Mr. Sandeep Bakhshi Mr. Puneet Nanda Mr. Sandeep Batra
Basic 19870680 11177640 8742480
Variable pay paid out in fiscal 2017 24600402 14122225 8133493
Allowances and perquisites1 15788102 13493002 14407664
Contribution to provident fund 2384483 1341312 1049101
Contribution to superannuation fund 150000 - -
Contribution to gratuity fund 1655228 931097 728249
Stock options of ICICI Bank
(Numbers)2
Fiscal 2017 830000 275500 232750
Fiscal 2016 875000 290000 245000
Fiscal 2015 875000 290000 245000

1 Allowances and perquisites exclude stock options exercised during fiscal 2017 whichdoes not constitute remuneration paid to the Whole Time Directors for fiscal 2017.

2 The table excludes special grant of stock options approved by IRDAI aggregating to1000000 for Mr. Sandeep Bakhshi 435000 for Mr. Puneet Nanda and 367500 for Mr.Sandeep Batra.

Perquisites (evaluated as per Income-Tax rules wherever applicable and otherwise atactual cost to the Company) such as the benefit of the gas electricity furnishing clubfees group insurance use of car and telephone at residence or reimbursement of expensesin lieu thereof medical reimbursement leave and leave travel concession educationbenefits provident fund superannuation fund and gratuity were provided in accordancewith the scheme(s) and rule(s) applicable from time to time. In lieu of the staff homeloan policy applicable to Whole Time Directors (WTDs) and Presidents of ICICI Bank theinterest subsidy scheme for home loan was introduced for the Managing Director & CEOof the Company. The same was approved and revised in April 2017 by BNRC and the Board.During the year the Compensation and Benefits policy was reviewed amended and approved bythe Board of Directors twice at their meetings held on October 25 2016 and April 252017.

Details Of Remuneration Paid To Non-Executive Directors

As provided in the Articles of Association of the Company the fees payable to theNon-Executive Directors (other than nominee Directors of ICICI Bank Limited and Prudentiali.e. the promoter group) for attending a Meeting of the Board or Committee thereof isdecided by the Board of Directors from time to time within the limits prescribed by theCA2013. The Board of Directors has approved the payment of ` 100000 as sitting fees foreach Meeting of Board and ` 20000 as sitting fees for each Meeting of Committee attended.This amount is within the limits prescribed as per Rule 4 of Companies (Appointment &Remuneration) Rules 2014 of the CA2013.

The Board subject to the approval of shareholders of the Company at the ensuing AnnualGeneral Meeting has approved the proposal for payment of profit related commission upto `750000 every year to each non-executive Director of the Company in proportion with theirtenure other than nominee Director(s) for each year effective from financial year endedMarch 31 2017. The payments would be subject to the regulatory provisions applicable tothe Company and availability of net profits at the end of each financial year. Sittingfees paid to Independent Directors are outside the purview of the above limits.

The details of the sitting fees are as below:

Sitting fees paid to Independent Directors during the financial year ended March 312017:

Name Of The Member amount
(in `)
Prof. Marti G. Subrahmanyam 940000
Ms. Rama Bijapurkar 540000
Mr. Vinod Kumar Dhall 900000
Mr. V. Sridar 760000
Mr. M. S. Ramachandran 360000
Mr. Dilip Karnik 400000

* As per requirements of IRDAI regulations Mr. N. M. Govardhan being an IndependentActuary is required to be a member of the With Profits Committee and is paid fees of `100000 for attending the Meeting.

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 following disclosures on remuneration on an annual basis in theirAnnual Report:

COMPENSATION POLICY AND PRACTICES

(a) Qualitative disclosures

a Information relating to the design and structure of remuneration processes and thekey features and objectives of remuneration policy. name composition and mandate of themain body overseeing remuneration

The Board Nomination and Remuneration Committee (BNRC /Committee) is the body whichoversees the remuneration aspects. The functions of the Committee include recommendingappointments of Directors to the Board identifying persons who are qualified to becomeDirectors and who may be appointed in senior management in accordance with the criterialaid down and recommending to the Board their appointment and removal formulate acriteria for the evaluation of the performance of the Whole Time/independent Directors andthe Board and to extend or continue the term of appointment of independent Director on thebasis of the report of performance evaluation of independent Directors recommending tothe Board a policy relating to the remuneration for the Directors Key ManagerialPersonnel and other employees recommending to the Board the remuneration (includingperformance bonus and perquisites) to Whole Time Directors (WTDs) commission and feepayable to non-executive Directors subject to applicable regulations approving the policyfor and quantum of bonus payable to the members of the staff including senior managementand key managerial personnel formulating the criteria for determining qualificationspositive attributes and independence of a Director framing policy on Board diversityframing guidelines for the Employees Stock Option Scheme (ESOS) and decide on the grant ofthe Company's stock options to employees and WTDs of the Company.

external consultants whose advice has been sought the body by which they werecommissioned and in what areas of the remuneration process

The Company did not take advice from an external consultant on any area of remunerationduring the year ended March 31 2017. scope of the Company's remuneration policy (eg.by regions business lines) including the extent to which it is applicable to foreignsubsidiaries and branches

The Compensation Policy of the Company as last amended and approved by the BNRC and theBoard at its Meeting held on April 25 2017 which covers all employees of the Company.

Type of employees covered and number of such employees

All employees of the Company are governed by the compensation policy. The total numberof permanent employees governed by the compensation policy of the Company at March 312017 was 12397.

key features and objectives of remuneration policy

The Company has under the guidance of the Board and the BNRC followed compensationpractices intended to drive meritocracy within the framework of prudent risk management.This approach has been incorporated in the Compensation Policy the key elements of whichare given below:

effective governance of compensation:

The BNRC has oversight over compensation. The Committee defines Key PerformanceIndicators (KPIs) for the Organisation and the organisational performance norms for bonusbased on the financial and strategic plan approved by the Board. The KPIs include bothquantitative and qualitative aspects. The BNRC assesses organisational performance as wellas the individual performance of WTDs and equivalent positions. Based on its assessmentit makes recommendations to the Board regarding compensation for WTDs and equivalentpositions and bonus for employees including senior management and key managementpersonnel. alignment of compensation philosophy with prudent risk taking:

The Company seeks to achieve a prudent mix of fixed and variable pay with a higherproportion of variable pay at senior levels. Compensation is sought to be aligned to bothfinancial and non-financial indicators of performance including aspects like riskmanagement and customer service. In addition the Company has an employee stock optionscheme aimed at aligning compensation to long term performance through stock option grantsthat vest over a period of time.

Whether the bnrC reviewed the Company's remuneration policy during the past year andif so an overview of any changes that were made

The Compensation & Benefits Policy on remuneration of Non-executive Directors andManaging Director/Chief Executive Officer/Whole Time Directors of Insurers was reviewedvide IRDAI Guidelines bearing no. IRDA/F&A/GDL/LSTD/155/08/2016 dated August 5 2016and in line with ICICI Group norms. During the year this Policy was reviewed amended andapproved by the Board of Directors twice at their meeting held on October 25 2016 andApril 25 2017. description of the ways in which current and future risks are takeninto account in the remuneration processes

To ensure effective alignment of compensation with prudent risk taking the Companyshall take into account adherence to the risk framework to ensure remuneration is adjustedfor all types of risks in conjunction with other pre-defined performance objectives.Remuneration payout shall be sensitive to the time horizon of the risks involved andsymmetric to risk outcomes.

? Compensation is aligned to both financial and non-financial indicators of performanceincluding controls like risk management process perspective customer perspective andothers.

? Prudent behaviour is assessed through a Good Order Index for middle and seniormanagement level employees.

? These business objectives are balanced in nature and comprise a holistic mix offinancial customer people and process/quality and compliance objectives.

? Acts of gross negligence and integrity breach are covered under the purview of thecompensation policy.

? The deferred part of the variable pay (performance bonus) will be subject to malusunder which the Company will prevent vesting of all or part of the variable pay in theevent of an enquiry determining gross negligence or integrity breach.

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

The Company follows a philosophy of meritocracy which is the relative differentiationof employees based on performance delivered. The design of the variable pay is linked tothe individual employee's performance rating which is arrived at basis assessment ofperformance delivered against a set of pre-defined performance objectives. Theseobjectives are balanced in nature and comprise a holistic mix of financial customerpeople and process/quality and compliance objectives. To ensure effective alignment ofcompensation with prudent risk parameters the Company will take into account various riskparameters along with other pre-defined performance objectives of the Company. Prudentbehavior is assessed through a Good Order Index for middle and senior management levelemployees.

(b) Quantitative disclosures

The following table sets forth for the period indicated the details of quantitativedisclosure for remuneration of Whole Time Directors (including MD & CEO)

at March
Particular
31 2017
Number of meetings held by the BNRC during the financial year 4
Remuneration paid to its members during the financial year -
(in million) (sitting fees)
Number of WTD/ CEO/ MD having received a variable remuneration 3
award during the financial year
Number and total amount of sign on awards made during the nil
financial year -
Details of guaranteed bonus if any paid as joining/ sign on bonus nil
Breakup of amount of remuneration awarded for the financial year
(in million)
Fixed1 76.5
Variable Pay 46.9
Deferred 23.9
Non-Deferred 22.9
Share-Linked Instruments nil

Total amount of outstanding deferred remuneration

at March
Particular
31 2017
Cash 26.4
Shares nil
Shares-linked instruments nil
Other forms nil

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

disclosures required with respect to section 197(12) of the Ca2013

The ratio of the remuneration of each Director to the median employee's remunerationand such other details in terms of Section 197(12) of the CA2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

(i) The ratio of the remuneration of each director to the median remuneration of theemployees who are part of annual bonus plan of the Company for the financial year;

Mr. Sandeep Bakhshi Managing Director & CEO 65:1
Mr. Puneet Nanda Executive Director 43:1
Mr. Sandeep Batra Executive Director 40:1

(ii) The percentage increase in remuneration of each director Chief financial officerChief executive officer Company secretary or Manager if any in the financial year;

The percentage increase in remuneration of Whole Time Directors Chief FinancialOfficer and Company Secretary ranged between 9.0% and 15.0%.

(iii) The percentage increase in the median remuneration of employees who are part ofannual bonus plan in the financial year;

The percentage increase in the median remuneration of employees who are part of annualbonus plan in the financial year was around 9.0%.

(iv) The number of permanent employees on the rolls of Company;

The number of employees as mentioned in the section on ‘Management's Discussion& Analysis' is 12397.

(v) The explanation on the relationship between average increase in remuneration andcompany performance;

The Company's philosophy on compensation and benefits is based on the ethos ofmeritocracy. The twin pillars of the performance management system and talent managementsystem are closely intertwined with the compensation and benefits policy of the Company.While the Company aims to ensure internal and external equity consistent with emergingmarket trends the Company's business model and affordability based on businessperformance sets the overarching boundary conditions. The design of the variable pay islinked to the individual employee's performance rating which is arrived at basisassessment of performance delivered against a set of pre-defined performance objectives.These objectives are balanced in nature and comprise a holistic mix of financialcustomer people and process/quality and compliance objectives.

(vi) Comparison of the remuneration of the key Managerial Personnel (kMP) against theperformance of the company;

For the FY2017 the KMPs were paid around 0.63% of the PAT.

(vii) variations in the market capitalisation of the company price earnings ratio asat the closing date of the current financial year and previous financial year andpercentage increase or decrease in the market quotations of the shares of the company incomparison to the rate at which the company came out with the last public offer in case oflisted companies;

Particulars At September at
29 2016* March 31 2017
Market capitalisation (` in billion) 479.40 548.88
Price/Earnings multiple NA 32.6
Increase in the market quotations of the equity shares in comparison to the rate at which the last public offer made in September 2016 NA 14.5%

(viii) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;

The average percentage increase in the salaries of total employees other than the KeyManagerial Personnel for fiscal 2017 was around 9.0% while the average increase in theremuneration of the Key Managerial Personnel was in the range of 9.0% to 15.0%.

(ix) Comparison of each remuneration of the key Managerial Personnel against theperformance of the company;

The ratio of the remuneration of each KMP (as per CA2013) to the PAT of the Company isgiven below:

Mr. Sandeep Bakhshi Managing Director & CEO 0.23%
Mr. Puneet Nanda Executive Director 0.15%
Mr. Sandeep Batra Executive Director 0.14%
Mr. Satyan Jambunathan Chief Financial Officer 0.09%
Ms. Vyoma Manek Company Secretary 0.02%

(x) The key parameters for any variable component of remuneration availed by thedirectors;

The Compensation & Benefits Policy applicable to Whole time Directors KeyManagerial Personnel (KMP) Senior Managerial Personnel (SMP) and other employees is inline with the guidelines issued by IRDAI on Remuneration of Non-executive Directors andManaging Director/Chief Executive Officer/Whole Time Directors of Insurers and in linewith ICICI Group norms.

These KPIs of the Organisation and Whole Time Directors in addition to financialparameters include parameters related to quality and health of the business. To ensureeffective alignment of compensation with prudent risk parameters the Company takes intoaccount various risk parameters along with other pre-defined performance objectives of theCompany. At the end of the financial year the performance of the Company as well asperformance of each WTD based on their respective KPI(s) is presented to the BNRC. Basedon the performance assessment by the BNRC the variable component of the remunerations forthe WTDs is recommended to and approved by the Board.

(xi) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year;

Not applicable

(xii) affirmation that the remuneration is as per the remuneration policy of thecompany.

Yes

Performance evaluation of board Committees and directors

The evaluations for the Directors the Board and the Chairperson of the Board wereundertaken through circulation of three questionnaires one for the Directors one for theBoard and one for the Chairperson of the Board. The performance of the Board was assessedon select parameters related to roles responsibilities and obligations of the Board andfunctioning of the Committees including assessing the quality quantity and timeliness offlow of information between the company management and the Board that is necessary for theBoard to effectively and reasonably perform their duties. The evaluation criteria for theDirectors was based on their participation contribution and offering guidance to andunderstanding of the areas which were relevant to them in their capacity as members of theBoard. The evaluation criteria for the Chairperson of the Board besides the generalcriteria adopted for assessment of all Directors focused incrementally on leadershipabilities effective management of meetings and preservation of interest of stakeholders.The evaluation process for Whole Time Directors is further detailed under the sectiontitled "Compensation Policy and Practices.

Employee Stock Option Scheme (Esos)

The Company has an Employee Stock Option Scheme ("the Scheme" or"ESOS") which was instituted vide approval of its members at the ExtraOrdinaryGeneral Meeting (EGM) dated March 28 2005. The Scheme was subsequently amended vide itsEGM dated February 24 2015. Further the Scheme has been last amended in April 25 2017pursuant to a resolution of the Board of Directors of our Company which shall beeffective subject to the approval of the Members of the Company ("RevisedScheme" or "Revised ESOS"). The details of the Scheme as per the Securitiesand Exchange Board of India (Share Based Employee Benefits) Regulations 2014 can bereviewed on the website of the Company (https://www.iciciprulife.com/content/dam/icicipru/about-us/FinancialInformation/AnnualReports/FY2017.pdf).

The aggregate options granted to the eligible employees under the Scheme are capped at3% of the issued capital of the Company as on the date of grant(s). The Revised ESOSproposes that the aggregate number of shares issued or issuable since March 312016pursuant to the exercise of any options granted to the eligible employees issued pursuantto the Scheme or

Management discussion and analysis

The Management Discussion and Analysis Report for FY2017 forms part of the AnnualReport.

General shareholder Information
General Body Meeting Day Date & Time Venue
Seventeenth AGM Monday July 17 Birla Matushri Sabhagar 19
2017 2.00 p.m. Sir Vithaldas Thackersey Marg Near Bombay Hospital & Medical Research Centre New Marine Lines Mumbai 400 020

Financial Year: April 1 2016 to March 31 2017 Book Closure: July 11 2017 to July 172017 Dividend Payment date: On or before August 16 2017

Market price Information

The Company has listed its equity shares on NSE and BSE on September 29 2016:

The reported high and low closing prices and volume of equity shares of the Companytraded on BSE and NSE during the period since the Company is listed (i.e. from September2016 to March 2017) are set out in the following table:

BSE NSE Total volume of BSE and NSE
Particulars High Low Volume High Low Volume
`) ( (`) `) ( `) (
September 2016 310.10 297.65 15026408 310.25 297.55 101104251 116130659
October 2016 330.20 304.10 9187452 330.90 304.25 41467831 50655283
November 2016 313.35 283.55 3704294 314.10 284.15 22992932 26697226
December 2016 317.80 292.40 2717232 318.25 292.65 21424415 24141647
January 2017 359.85 306.60 6921781 361.15 307.10 38255374 45177155
February 2017 365.65 348.45 2350125 367.45 349.15 14888274 17238399
March 2017 382.25 361.45 4673192 382.40 362.40 35942425 40615617
Fiscal 2017 382.25 283.55 44580484 382.40 284.15 276075502 320655986

Queries related to the operational and financial performance of the Company may beaddressed to:

Mr. Satyan Jambunathan/Mr. Vikas Gupta Investor Relations ICICI Prudential LifeInsurance Co. Ltd. 1089 Appasaheb Marathe Marg Prabhadevi Mumbai 400025 Telephone: (9122) 40391600 Fax: (91 22) 6662 2031 Email id: ir@iciciprulife.com

ADDITIONAL INFORMATION

Conservation of energy and Technology absorption

The Company has undertaken various initiatives for energy conservation at its premisesand has used information technology extensively in its operations; further details aregiven in the Business Responsibility Report.

Business Responsibility Reporting

Business Responsibility Report as stipulated under Regulation 34 of the ListingRegulations form part of the Annual Report and is available on the website of the Company(https://www.iciciprulife.com/content/dam/icicipru/about-us/business-responsibility-report/BRR2017.pdf).

Foreign Exchange Earnings And Outgo

Details of foreign exchange earnings and outgo required under section 134(3)(m) of theCA2013 read with rule 8(3) of the Companies (Accounts) Rules 2014 are as under:

(` '000)
Particulars FY 2016 fY 2017
Foreign exchange earnings and outgo
- Earnings 61110 100802
- Outgo 368996 394380

Commodity price risk or foreign exchange risk and hedging activities

This is not relevant to us as we do not have any derivatives or liabilities denominatedin foreign currency.

Plant Locations

The branches of the Company are highlighted in this report earlier however there areno plants as the Company is not a manufacturing entity.

ADDRESS FOR CORRESPONDENCE

Ms. Vyoma Manek

Company Secretary and Compliance Officer ICICI Prudential Life Insurance CompanyLimited 1089 Appasaheb Marathe Marg Prabhadevi Mumbai - 400025 Telephone: (91 22)40391600 Fax: (91 22) 6662 2031 Email id: investor@iciciprulife.com

COMPLIANCE CERTIFICATE OF THE AUDITORS

The Company has annexed to this report (Annexure E) a certificate obtained from thestatutory auditors B S R & Co. LLP Chartered Accountants and Walker Chandiok &Co LLP Chartered Accountants regarding compliance of conditions of Corporate Governanceas stipulated in the Listing Regulations.

Details of unclaimed suspense accounts provided by our rta i.e. Karvy ComputersharePrivate Limited pursuant to regulation 39 read with Part f of schedule v of securities andexchange board of India (Listing obligations and disclosure requirements) regulations2015

Category/Name of the Shareholder No. of No. of
Shareholders Shares
1 Aggregate Number of shareholders and the outstanding shares lying unclaimed as on April 1 2016 NIL NIL
2 Aggregate Number of shareholders and the outstanding shares lying unclaimed on the date of transfer of shares to unclaimed suspense account i.e. as on September 28 2016(the shares were allotted pursuant to offer for sale under IPO) 6 281
3 Number of shareholders who approached listed entity for transfer of shares from suspense account during the year 5 220
4 Number of shareholders to whom shares were transferred from suspense account during the year 5 220
5 Aggregate Number of shareholders and the outstanding shares lying unclaimed as on March 31 2017* 1 61

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.

Disclosures

1. There are no materially significant related party transactions that may havepotential conflict with the interest of the Company.

2. No penalties or strictures have been imposed on the Company by the Stock Exchangesthe Securities & Exchange Board of India (SEBI) or any other statutory authority forany non-compliance on any matter relating to capital markets during the last three years.

3. In terms of the Whistle Blower Policy of the Company no employee of the Company hasbeen denied access to the Audit Committee.

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.

COMPLIANCE WITH THE CODE OF BUSINESS CONDUCT AND ETHICS

I confirm that all Directors and members of the senior management have affirmedcompliance with Code of Business Conduct and Ethics for the year ended March 31 2017.

Sandeep Bakhshi

Managing Director & CEO DIN: 00109206

May 30 2017 Mumbai advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committee of theBoard as the case may be.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period the Company had its Initial Public Offerthrough an offer for sale except for which the Company had no specific events/actionshaving a major bearing on the Company's affairs in pursuance of the above referred lawsregulations guidelines standards etc.

Place : Pune ]

R. K. R. CHANDRATRE

Date : 25 April 2017

Company Secretary in Practice FCS 1370 CP No 5144