The Board of Directors are pleased to present the Twenty-Third Annual Report of ICICI Lombard General Insurance Company Limited ("the Company") along with the Audited Financial Statements for the financial year ended March 31, 2023.

BUSINESS OUTLOOK

Industry in FY2023

The general insurance industry has undergone significant changes during the financial year 2023. The pandemic has accelerated the industry's digital transformation, which has resulted in increased demand for new insurance products and services. The Insurance Regulatory and Development Authority of India ("IRDAI") has introduced several reforms during this financial year, to expand the insurance market and increase insurance penetration.

The Gross Direct Premium Income ("GDPI") of the non-life insurance industry grew from ' 2,207.00 billion in FY2022 to ' 2,569.12 billion in FY2023, a growth of 16.4%. The market share of private players increased from 49.7% in FY2022 to 51.4% in FY2023 [Source: IRDAI and General Insurance Council].

Company in FY2023

The Company continues its journey of profitable growth through robust and prudent underwriting practices, generation of cash flows through strong retention of premium and judicious investments of the proceeds and focus on providing high quality customer service. The Company recognises the responsibility to protect individuals and corporates from various risks and contribute towards the larger goal of nation development. To fulfil this obligation, the Company offers a wide range of general insurance products and continuously introduces innovative products and services that not only enhance market penetration but also helps in managing various risks.

The Company has undertaken various initiatives towards building better digital platforms for claim management for its customers. The adoption of digital solutions has enabled the Company to settle claims remotely and efficiently, resulting in significant time savings and higher customer satisfaction levels. The Company has embraced cutting-edge technologies such as artificial intelligence and machine learning, as well as chatbots, to provide customers with an enhanced experience at every stage of their journey, from onboarding to claims settlement.

In FY2023, the Company's GDPI stood at ' 210.25 billion as compared to ' 179.77 billion in FY2022, a growth of 17.0%.

The Net Earned Premium stood at ' 148.23 billion in FY2023 as against ' 130.32 billion in FY2022.

During the year under review, the Company has issued 32.7 million policies and honoured over 3.6 million claims.

The Company continue to lead the private players in the industry and has maintained its position of second largest player within the overall non-life insurance market. The market share of the Company is 13.3% (GDPI basis) among private-sector non-life insurers in India including standalone health insurers, while the overall market share of the Company is 8.2% (GDPI basis) among all non-life insurers in India.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for FY2023 vis-a-vis FY2022 is summarised in the following table:

APPROPRIATIONS

The profit after tax for the financial year ended March 31, 2023 is ' 17.29 billion. The profit available for appropriation is ' 38.82 billion after taking into account the balance of profit of ' 21.53 billion brought forward from the previous year.

During the year under review, the Company paid ' 4.50 per equity share as an interim dividend for FY2023 i.e. at the rate of 45.0% of face value of ' 10 each, aggregating to ' 2.21 billion. The Board of Directors of the Company, at their Meeting held on April 18, 2023 had recommended a final dividend of ' 5.50 per equity share i.e. at the rate of 55.0% of face value of ' 10 each for FY2023, to the Members of the Company for their approval. The declaration of dividend is based on the Dividend Distribution Policy of the Company and assessment

2.    2,200, 8.98%, unsecured, subordinated, fully paid-up,

unlisted, redeemable and non-convertible debentures of face value of ' 1,000,000 each ("2,200, Unlisted NCDs").

The aforesaid non-convertible debentures were issued with a term of ten (10) years. In terms of the Information Memorandum, the Company may exercise Call Option at the end of five completed years from the Deemed Allotment Date and at the end of every year thereafter before the redemption date, subject to the fulfillment of the prescribed conditions and prior approval of IRDAI.

The Company has exercised Call Option for redemption of 2,200, Unlisted NCDs at par aggregating to ' 2.20 billion on August 23, 2022, pursuant to IRDAI approval dated July 5, 2022. All the debenture holders holding 2,200, Unlisted NCDs as on the Record date i.e. August 7, 2022 were paid full principal amount along with the interest due thereon on August 23, 2022.

As at March 31, 2023, the Company has ' 0.35 billion outstanding NCDs, comprising of 350, Listed NCDs. The Company has been regular in servicing its interest obligation towards the 350, Listed NCDs.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of the business of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186(4) of the Companies Act, 2013 ("the Act"), require disclosure in the financial statements of the full particulars of the loans given, investment made or guarantee given or security provided including the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security, are not applicable to the Company, being an insurance company.

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

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and future operations of the Company.

BOARD OF DIRECTORS

The Company believes that a strong, independent and diverse Board leadership ensures the deployment of effective corporate governance. The significance of Board diversity is recognised by various statutes/regulations i.e. the Insurance Act, 1938, the Guidelines for Corporate Governance for insurers in India issued by IRDAI ("IRDAI CG Guidelines"), the Act and relevant rules made thereunder, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and accordingly, composition of the Board of the Company is based on the prescribed regulatory requirements.

The Board of the Company is duly constituted with an optimum balance between Executive and Non-Executive Directors for an effective functioning of the Board. As on March 31, 2023, the Board of the Company consists of total eleven (11) Directors, out of which six (6) are Non-executive, Independent Directors, two (2) are Non-executive, Non-independent Directors and remaining three (3) are Executive Directors including Managing Director & CEO. The Company's Board is chaired by a Woman Director, Lalita D. Gupte, Non-executive, Independent Director.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(1) and Section 164(2) of the Act. Further, all the Directors of the Company have confirmed that they fulfill the criteria of 'fit and proper' as laid down under IRDAI CG Guidelines.

Changes in composition of the Board of Directors of the Company

During the year under review, Vishakha Mulye (DIN: 00203578), Non-executive, Non-independent Director of the Company had resigned from the Company with effect from May 20, 2022, due to her resignation from the services of ICICI Bank Limited. The Board of Directors of the Company had placed on record its appreciation on the contribution made by Vishakha Mulye during her tenure as a Non-executive, Non-independent Director of the Company.

Further, the Board of Directors of the Company at their Meeting held on May 28, 2022, based on the recommendation of the Board Nomination and Remuneration Committee, approved the appointment of Rakesh Jha (DIN: 00042075), as an Additional Director in the category of Non-executive, Non-independent Director, subject to approval of Members of the Company. Subsequently, the Members of the Company at the Twenty-Second Annual General Meeting ("AGM") held on August 5, 2022, approved the appointment of Rakesh Jha as a Non-executive, Non-independent Director, liable to retire by rotation.

Meetings of the Board of Directors

During the year under review, seven (7) Meetings of the Board of Directors of the Company were held including one (1) Board Meeting to discuss the business strategies of the Company. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during FY2023 are detailed in the Corporate Governance Report, forming part of this Report.

Common Directorships

Section 48A of the Insurance Act, 1938 prescribes conditions for appointment/continuation of appointment of common directors between insurance companies and insurance agent, intermediary or insurance intermediaries. As on March 31, 2023, the Company has four (4) Directors, falling within the criteria of common Director viz. Uday Chitale, Ashvin Parekh, Sandeep Batra and Rakesh Jha.

The Company is in compliance with the applicable provision of the Insurance Act, 1938, other circulars and notifications/ clarification issued by IRDAI in connection with the appointment/continuation of Common Director.

Declaration of Independence

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) & (7) of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) and Regulation 25 of the Listing Regulations, as amended from time to time. All the Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the applicable provisions of the Employees Code of Conduct of the Company. There has been no change in the circumstances affecting their status as an Independent Directors of the Company.

Retirement by Rotation

In terms of provisions of Section 152 of the Act, Sanjeev Mantri, Executive Director (DIN: 07192264) would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Sanjeev Mantri has offered himself for re-appointment. A resolution seeking Members approval for re-appointment of Sanjeev Mantri is forming part of the AGM Notice. Sanjeev Mantri is not disqualified from being appointed as a Director under Section 164 of the Act. The profile and particulars of experience, attributes and skills of Sanjeev Mantri together with his other directorships and committee memberships have been disclosed in the annexure to the Notice of the AGM.

Further, the Board of Directors at their Meeting held on February 20, 2023, based on the recommendation of the Board Nomination and Remuneration Committee also approved the following:

#Appointment of Gaurav Arora, Chief - Underwriting & Claims, Property & Casualty and a Key Management Person in terms of IRDAI CG Guidelines, with effect from February 20, 2023.

^Appointment of Vasundhara Bhonsle, Chief-Customer Support and Operations and a Key Management Person in terms of IRDAI CG Guidelines, with effect from February 20, 2023.

Criteria for appointment of Director, Key Managerial Personnel and officials who may be appointed in senior management

The Company has a Board approved criteria for appointment of a Director, key managerial personnel and officials who may be appointed in Senior Management ("the Criteria"). It includes the criteria for determining qualifications, positive attributes and independence of a Director, identification of persons who are qualified to become Directors, Key Managerial Personnel and who may be appointed in the Senior Management in accordance with the criteria laid down. The Criteria is hosted on the website of the Company and can be viewed at https:// www.icicilombard.com/docs/default-source/policies-of-the-company/criteria-for-appointment-of-a-director-key-manaaerial-personnel-and-officials-who-may-be-aDDointed-in-senior-manaaement.Ddf.

Policy on appointment and compensation of Employees and framework for remuneration to Non-executive Directors

The Company has a Board approved Policy on appointment and compensation of Employees and framework for remuneration to Non-executive Directors ("the Policy"). The Policy lay down guidelines on fixing compensation of employees including KMPs, Whole-time Directors and Non-executive Directors of the Company. The philosophy of the Company on compensation and benefits is based on the ethos of meritocracy and fairness. The twin pillars of performance management and talent management system are closely intertwined with the compensation, benefits and reward mechanism of the Company. While the Company will strive to ensure internal and external equity that are consistent with emerging market trends, its business model and affordability based on business performance sets the overarching boundary conditions. The Policy is hosted on the website of the Company and can be viewed at https://www.icicilombard. com/docs/default-source/policies-of-the-company/policy-on-appointment-and-compensation-of-employees-and -framework-for-remuneration-to-non-executive-directors.pdf

Deposits

During the year under review, the Company has not accepted any deposits under Section 73 of the Act.

AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of Act, every company is required to appoint a Statutory Auditor for audit of financial statements of company. Further, IRDAI CG Guidelines required every insurance company to appoint minimum two auditors as Joint Statutory Auditors.

Chaturvedi & Co., Chartered Accountants (Firm Registration No. 302137E) and PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Registration No. 003990S/S200018) are the Joint Statutory Auditors of the Company.

As per the IRDAI CG Guidelines, a Statutory Auditor can conduct audit of insurance company for a continuous period of up to ten (10) years. Further, as per the Act, an audit firm can be appointed as Statutory Auditor for not more than two terms of five (5) consecutive years each.

The Members of the Company in the Eighteenth AGM held on July 12, 2018 had approved re-appointment of Chaturvedi & Co., Chartered Accountants, as one of the Joint Statutory Auditors of the Company for a second term of five (5) consecutive years till the conclusion of Twenty-Third AGM. Further, the Members of the Company in the Twenty-First AGM had approved re-appointment of PKF Sridhar & Santhanam LLP, Chartered Accountants as one of the Joint Statutory Auditors of the Company for a second term of five (5) consecutive years till the conclusion of Twenty-Sixth AGM.

As per the provisions of the Act read with rules made thereunder and IRDAI CG Guidelines, the current second term of Chaturvedi & Co., Chartered Accountants would complete at the conclusion of the Twenty-Third AGM. The Audit Committee and the Board of Directors of the Company have placed on record their sincere appreciation for the professional services rendered by Chaturvedi & Co., Chartered Accountants during their tenure as one of the Joint Statutory Auditors of the Company.

The Board of Directors of the Company at their Meeting held on April 18, 2023, based on the recommendation of the Audit Committee and after considering the qualifications and experience of Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) and being satisfied that qualifications and experience of Walker Chandiok & Co. LLP, Chartered Accountants is commensurate with the size and requirements of the Company, recommended their appointment as one of the Joint Statutory Auditors of the Company for a period of five (5) consecutive years till the conclusion of Twenty-Eighth AGM, to the Members for

+ l-sI i-    iol

Statutory Auditors Report

The Joint Statutory Auditors' Report for FY2023 on the financial statements of the Company forms part of this Annual Report. The Joint Statutory Auditors have expressed their unmodified opinion on the the financial statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Dholakia & Associates LLP, Practicing Company Secretaries for conducting the secretarial audit of the Company for FY2023. The Secretarial Audit Report forms part of this report as Annexure A. There are no qualifications, reservation or adverse remark or disclaimer made by the Secretarial Auditor in the report.

The Board of Directors at their Meeting held on April 18, 2023, based on the recommendation of the Audit Committee, had approved re-appointment of Dholakia & Associates LLP, as a Secretarial Auditor of the Company for conducting Secretarial Audit for FY2024. The Company has received consent from Dholakia & Associates LLP along with their eligibility to act as a Secretarial Auditor of the Company for FY2024.

Reporting of Frauds by Auditors

During the year under review, the Joint Statutory Auditors and Secretarial Auditor of the Company have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee of the Board under Section 143(12) of the Act.

Maintenance of Cost Records

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

COMPLIANCE TO SECRETARIAL STANDARDS

During the year under review, the Company has been in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, with respect to Meetings of Board and its Committees and General Meetings respectively. The Company has devised necessary systems to ensure compliance with the applicable provisions of Secretarial Standards.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197 of the Act read with Rule 5(1)

of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as Annexure B.

The statement containing particulars of employees as required under Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Pursuant to the provisions of the Act, the Annual Report including Financial Statements are being sent to the Members of the Company excluding the aforesaid statement. Further in terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary of the Company at investors@icicilombard.com.

RELATED PARTY TRANSACTIONS

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

All related party transactions that were entered, during the year under review, were at an arm's length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations.

The Audit Committee has granted omnibus approval to enter into different types of related party transactions which are in ordinary course of business, repetitive in nature and in the best interest of the Company. Further, all related party transactions entered were placed before the Audit Committee on a quarterly basis for which the Company had taken omnibus approval from the Audit Committee.

During the year under review, the Company has amended its Policy on Related Party Transactions and Framework on Related Party Transactions in line with the amendment made in the Listing Regulations. The Policy on Related Party Transactions is hosted on the website of the Company and can be viewed at https://www.icicilombard.com/docs/default-source/policies-of-the-comDanv/Dolicv-on-related-Dartv-transactions.Ddf

Particulars of Contracts or Arrangements with Related Parties

Pursuant to the provisions of Regulation 23 of the Listing Regulations, effective April 1,2022, prior approval of Members is required to be sought by means of an ordinary resolution for related party transactions, which are material, even if such transactions are in the ordinary course of the business of the Company and at an arm's length basis. A transaction with a

Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, within the prescribed timelines.

RISK MANAGEMENT FRAMEWORK

The Company recognizes that risk is an integral element of insurance business and with a view to mitigate risks, the Company has in place Board approved Risk Management Framework.

A strong risk culture is ensured through embedding the principles of Risk Management Framework in strategy and operations. Accordingly, the Company has developed a risk universe consisting of 28 enterprise-wide risk areas, broadly categorised into six distinct groups, namely, Credit risk, Market Risk, Underwriting Risk, Strategic Risk, Operational Risk and Environmental, Social and Governance Risk.

As part of the Enterprise Risk Management exercise, critical risks along with the detailed mitigation plans are presented to the Risk Management Committee of the Board on a quarterly basis. The risk mitigation plan is monitored regularly by the Company to ensure timely and appropriate execution. The senior management of the Company is responsible for periodic review of the risk management process to ensure that the process initiatives are aligned to the desired objectives. The Chief Risk Officer of the Company is responsible for the implementation and monitoring of the Risk Management Framework.

A statement indicating development and implementation of Risk Management Framework including identification therein elements of risk, if any, which may pose significant risk to the Company are given in the Corporate Governance Report forming part of this Report.

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

The Company has zero tolerance towards sexual harassment and is committed to provide a safe environment for all, which is achieved through well-established robust mechanism for redressal of complaints reported under it.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 provides protection against sexual harassment of women at workplace and lays down the guidelines and timelines for the prevention and redressal of complaints pertaining to sexual harassment. Accordingly, the Company has in place the guidelines on

To build awareness in this area, the Company has been conducting induction/refresher programmes on a continuous basis. During the year under review, the Company has organised online training sessions on the topics of Gender Sensitisation and Prevention of Sexual Harassment ("POSH") for its employees.

Internal Committee for redressal of complaints

The Company has constituted a Committee for redressal and timely management of sexual harassment complaints. The Internal Committee has a minimum 50% women representatives. The Internal Committee has a senior woman leader as the presiding officer of the Committee and one external member who is a subject matter expert in this regards.

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

RURAL AND SOCIAL RESPONSIBILITY

As per the Insurance Regulatory and Development Authority of India (Obligations of Insurers to Rural and Social Sectors), Regulations, 2015, the Company has issued 9,210,458 policies in rural areas and covered 6,275,653 lives falling within the norms of social responsibility. The Company has complied with the obligations laid down by IRDAI.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the Listing Regulations, the Company has adopted the Dividend Distribution Policy, which covers various parameters based on which the Board may recommend or declare Dividend. The Dividend Distribution Policy of the Company is hosted on website of the Company and can be viewed at https://www.icicilombard.com/docs/ default-source/policies-of-the-companv/dividend-distribution-policy.pdf

UNPAID/UNCLAIMED DIVIDEND

As per Section 124 and 125 of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, any dividends that remain unclaimed/unpaid for a period of seven years must be transferred to the Investor Education and Protection Fund ("IEPF"). During the year under review, unpaid / unclaimed dividend of FY2015 and FY2016 of ' 300/- and ' 450/- respectively was transferred by the Company to IEPF. The details of outstanding and unclaimed dividends previously declared and paid by the Company along with the due date of transfer to IEPF are covered in the Corporate Governance Report forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITY & SUSTANABILITY

Corporate Social Responsibility ("CSR") & Sustainability has been a long-standing commitment of the Company and forms an integral part of its activities. The Company's CSR & Sustainability activities primarily focuses on areas like health care, road safety, ensuring environment sustainability, education, skill development and sustainable livelihoods. The CSR & Sustainability activities are largely implemented either directly or through ICICI Foundation for Inclusive Growth. The Company has duly constituted the Corporate Social Responsibility & Sustainability Committee ("CSR & Sustainability Committee") in accordance with the provisions of the Act and IRDAI CG Guidelines. The Company has formulated the Corporate Social Responsibility Policy which sets out the framework guiding the Company's CSR & Sustainability activities. The CSR Policy also sets out the rules that need to be adhered to while taking up and implementing CSR & Sustainability activities. The CSR Policy is hosted on the website of the Company and can be viewed at https://www.icicilombard.com/docs/default-source/ policies-of-the-companv/csr-policv.pdf

The Board of Directors of the Company at their Meeting held on July 19, 2022, based on the recommendation of

CSR & Sustainability Committee, had approved the CSR & Sustainability plan for FY2023 of ' 342.6 million i.e. 2% of the average net profits of the Company made during three immediately preceding financial years. The Company has chosen specific areas to focus as part of its CSR & Sustainability roadmap. These include health care, road safety, education, environment sustainability and skill development & sustainable livelihoods.

The CSR & Sustainability plan of the Company for FY2023 was modified by the Board of Directors at their Meeting held on January 17, 2023, based on the recommendation of the CSR & Sustainability Committee in order to include new initiatives within the purview of CSR Policy of the Company. The Company's actual CSR & Sustainability expenditure was ' 347.3 million for FY2023.

In FY2022, total amount of ' 29.7 million pertaining to ICICI Foundation's ongoing project towards skill development & sustainable livelihoods was unspent by ICICI Foundation in FY2022 and the same was transferred by the Company in the 'Unspent CSR Bank account' within the specified timelines in accordance with the provisions of the Act and rules made thereunder. During FY2023, ICICI Foundation has spent the entire amount allocated towards CSR for FY2023 along with unspent CSR obligations of FY2022.

The total CSR & Sustainability spent during FY2023 was ' 377.0 million (i.e. ' 347.3 million actual expenditure for FY2023 and ' 29.7 million being unspent amount of FY2022). There are no unspent funds required to be carried forward to succeeding years.

In accordance with the provisions of the Act, the Chief Financial Officer of the Company has certified that the CSR & Sustainability spent of the Company for FY2023 were utilised for the purpose and in the manner as approved by the Board of Directors of the Company from time to time. The certificate in this regard was also placed before the Board of Directors at their Meeting held on April 18, 2023.

The Annual Report on CSR activities of the Company for FY2023 forms part of this Report as Annexure C. The Company has carried out Impact assessment of its Ride to Safety, Caring Hands and Niranjali CSR projects in pursuance of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended. The executive summary of Impact Assessment Reports are covered in the Annual Report on CSR Activities.

CREDIT RATING

During the year under review, the Company has maintained credit rating of "[ICRA] AAA(Stable)" assigned by ICRA Limited

and "CRISIL AAA/Stable" assigned by CRISIL Ratings Limited on ' 0.35 billion subordinate debentures of the Company. The ICRA Limited has reaffirmed Issuer Rating of "[ICRA] AAA(Stable)" to the Company.

Pursuant to exercise of Call Option by the Company for redemption of 2,200, Unlisted NCDs on August 23, 2022, the credit rating of "[ICRA] AAA(Stable)" assigned by ICRA Limited and "CRISIL AAA/Stable" assigned by CRISIL Ratings Limited on ' 2.20 billion subordinate debentures was withdrawn during the year under review.

Further, AM Best has assigned a Financial Strength Rating of B++ (Good) and a Long-Term Issuer Credit Rating of "bbb+" (Good) to the Company. The ratings reflect the Company's balance sheet strength, which AM Best assesses as very strong, as well as strong operating performance, neutral business profile and appropriate enterprise risk management.

BUSINESS RESPONSIBILITY AND SUSTAINBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Company is required to publish Business Responsibility and Sustainability Report ("BRSR") as part of its Annual Report.

The BRSR maps the sustainability performance of the Company against the nine principles forming part of the National Guidelines on Responsible Business Conduct issued by the Ministry of Corporate Affairs, Government of India.

Accordingly, the BRSR describing various initiatives taken by the Company in FY2023 has been hosted on the website of the Company and can be viewed at https://www.icicilombard.com/ docs/default-source/esa/icici-lombard-business-responsibility-and-sustainabilitv-reDort-fv2023-1.Ddf.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

The Company's approach towards Environmental, Social and Governance ("ESG") is underpinned by a strong focus on fulfilling promises responsibly and sustainably so as to benefit the society, employees, shareholders, communities, and all other stakeholders. The Company is revisiting every facet of the organisation to put in place processes, systems and teams to measure, manage and improve across ESG parameters. The Company has also adopted a responsible and conservative approach to investing that is focussed on balancing investment income to meet policyholder obligation and generating surplus to drive long-term business growth sustainably.

The Company's people-centric work culture provides opportunities for growth and mental resilience for the Company's employees, with a Diversity, Equity and Inclusion ("DEI")strategy built around employees, customers, and brand reputation. DEI vision includes building of an inclusive culture that attracts, develops and celebrates diversity thereby driving innovation and delivering value for all our stakeholders. The DEI strategy and vision is explained in the ESG Report of the Company for FY2023.

The CSR & Sustainability Committee oversees and monitor Sustainability activities including ESG & Business Responsibility and Sustainability initiatives undertaken by the Company. Additionally, the Company also have an ESG Steering Committee which ensures ESG strategy integration. The ESG Steering Committee aims at discharging its oversight responsibility on matters related to organisation-wide ESG initiatives, targets, action plan and leading ESG practices.

The ESG Report highlighting efforts made by the Company to build a sustainable business model comprehensively for FY2023 is hosted on the website of the Company and can be vi ewed at httDs://www.icicilombard.com/docs/default-sourcel esg/icici-lombard-environmental-social-and-governance-fy2023.pdf

INTEGRATED REPORT

The Securities and Exchange Board of India vide its circular dated February 6, 2017 had recommended the top 500 listed entities to voluntarily adopt Integrated Report as per principles prescribed by the International Integrated Reporting Council.

The Company has voluntarily adopted the principles and has shifted its corporate reporting journey to Integrated Report as per the International Integrated Reporting Council ("IIRC") framework. The Integrated Report encompasses both financial and non-financial information to enable the Members to take well informed decisions and have a better understanding of the Company's long term perspective. The Company's Integrated Report is based on six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social & relationship capital and natural capital.

The Company continues to publish its fifth Integrated Report which forms part of this Annual Report.

INVESTOR RELATIONS

The Company is committed to achieving excellence in its Investor Relations engagement with both International and

The Policy and cases reported thereunder are reviewed by the Audit Committee of the Board on a quarterly basis. The Policy complies with the requirements of vigil mechanism as stipulated under Section 177 of the Act.

During the year under review, no employee of the Company has been denied access to the Audit Committee.

The Policy is periodically communicated to the employees through email communications. The Policy is also hosted on the website of the Company and can be viewed at https://www.icicilombard.com/docs/default-source/ policies-of-the-companv/whistle-blower-policv. pdf.

ANTI-MONEY LAUNDERING/COUNTER-FINANCING OF TERRORISM

The Company has adopted the Anti-Money Laundering/ Counter-Financing of Terrorism Policy and Framework ("AML-CFT Policy") in accordance with IRDAI guidelines. The AML-CFT Policy lays down guidelines to prohibit the use of the Company's assets, products, and services for money laundering or terror financing purposes. All the employees must adhere to the guidelines defined in the AML-CFT Policy.

PREVENTION OF BRIBERY AND CORRUPTION

The Company has in place the Anti-Bribery and Anti-Corruption Policy ("the Policy") to ensure responsible practices, high ethical standards, and proactiveness in managing risks. The Policy and the Employees Code of Conduct lays down strict guidelines that restrain employees from offering, accepting, or authorising any form of bribes or corruption in any business interaction. The Company has a zero-tolerance approach to bribery and corruption. All the employees of the Company are required to familiarise themselves and abide by the Policy. Any violation of these policies or clauses of the Employees Code of Conduct is duly reported on the Fraud Control Unit (FCU) portal and investigated by the internal Investigation Team of the Company. As a proactive and preventive measure, there is regular communication through mailers and posters to all employees.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY ITS DESIGNATED PERSONS

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("Insider Trading Regulations"), the Company has adopted Code of Conduct to regulate, monitor and report trading by its Designated Persons ("Code on Insider Trading") which

is applicable to all Designated Persons (including Directors, Key Managerial Personnel and other concerned employees/ persons) of the Company and their immediate relatives. Under the Code on Insider Trading, all Designated Persons and Insiders are prohibited to trade in securities of the Company while in possession of UPSI. The Company has also formulated a written Policy which intends to prevent leak of UPSI and provides process for inquiry into leak or suspected leak of UPSI.

The Code on Insider Trading is reviewed by the Audit Committee and Board of Directors of the Company periodically. The Company had amended its Code on Insider Trading and adopted more stringent norms in case any infraction/violation is observed against Designated Persons including Directors and Senior Management of the Company.

The Audit Committee and Board of Directors reviews cases of infraction/violation, if any and action taken against concerned Designated Person. The infraction/violation of the Code on Insider Trading are promptly intimated to the Stock Exchanges in the prescribed format and penalty levied by the Company, if any, is deposited to Investor Protection and Education Fund of SEBI.

The Company has implemented fully automated web-based portal for monitoring compliances prescribed under the Code on Insider Trading of the Company read with Insider Trading Regulations.

The Company follows zero tolerance approach towards Insider Trading and accordingly, the Company continued to take various efforts towards creating awareness among its employees with respect to provisions of Insider Trading Regulations and Code on Insider Trading. The Company had adopted a robust communication mechanism to sensitize employees of the Company on the various aspects of compliances prescribed under the Insider Trading Code. The Company has also developed an e-learning module on provisions of Insider Trading Regulations and Code on Insider Trading which is mandatorily required to be undergone by all employees. The Company schedules sessions through external experts / speakers for the Directors and Senior Management of the Company on key provisions of Insider Trading Regulations.

Pursuant to the provisions of Insider Trading Regulations, the Company has also adopted 'Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information' ("Code for Fair Disclosure") which is framed based on principles of fair disclosure outlined in the Insider Trading

Regulations. The Company reviews Code for Fair Disclosure on a periodic basis and/or whenever there is requirement basis regulatory prescription. During the year under review, the Company has amended its Code for Fair Disclosure, which was submitted to the Stock Exchanges within prescribed timelines. The Code for Fair Disclosure is also hosted on the website of the Company and can be viewed at https://www.icici/ombard. com/docs/default-source/policies-of-the-companv/code-for-fair-disclosure.pdf.

The Company has in place adequate and effective system of internal controls to ensure compliance with the requirements of the Insider Trading Regulations.

MAINTENANCE OF STRUCTURED DIGITAL DATABASE

The Company in compliance with the Insider Trading Regulations and Code on Insider Trading has maintained Structured Digital Database ("SDD") with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of database. Pursuant to Circular dated January 25, 2023, issued by BSE Limited and National Stock Exchange of India Limited confirmation regarding maintenance of SDD from Secretarial Auditor of the Company has been included in the Annual Secretarial Compliance Report for FY2023 which can be viewed on the website of the Stock Exchange(s) where equity shares of the Company are listed and on the website of the Company at www.icicilombard.com.

EMPLOYEES CODE OF CONDUCT

The Company is committed to conduct its business with highest standards of compliance and ethical conduct. The Company has in place the Employees Code of Conduct ("the Code") to summarize the standards of business conduct that must guide the actions of the employees (including all Directors of the Company) at all times. The Code aims that all employees of the Company observe highest standard of integrity, honesty, fairness, discipline, decorum and ethical conduct while working for the Company as well as while representing the Company.

The Code has been hosted on the website of the Company and can be viewed at https://www.icicilombard.com/docs/ default-source/policies-of-the-companv/emplovees-code-of-conduct.pdf.

Pursuant to the Listing Regulations, a confirmation from the Managing Director & CEO regarding compliance with the Code by all the Directors and Senior Management of the Company forms part of this Report as Annexure D.

CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, the Certificate from the Joint Statutory Auditors on compliance with the conditions of Corporate Governance as stipulated in the Listing Regulations forms part of this Report as Annexure E.

The Certificate from the Company Secretary of the Company designated as Compliance Officer under IRDAI CG Guidelines forms part of this Report as Annexure F.

CEO/ CFO CERTIFICATION

Pursuant to Regulation 17(8) of the Listing Regulations, the Certification by the Managing Director & CEO and the Chief Financial Officer of the Company on the financial statements and the Internal Financial Controls relating to financial reporting for FY2023 has been obtained.

GOVERNANCE STRUCTURE

The Company has a multi-tier governance structure, comprising of Board of Directors (either through full Board or through various Board constituted Committees) at the apex followed by personnel/executives at the top management, senior management, middle management and operating management positions. The core roles of the stakeholders of the Company flow from this structure. These roles, in turn, determine the core responsibilities of each stakeholder in view of strengthening effective management of the Company.

The said governance structure of the Company ensures that:

•    Strategic supervision is provided by the Board of Directors;

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

•    Operational management remains focused on implementation;

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

•    Delegation of decision making with accountability is achieved;

•    Financial and operating control and integrity are maintained at an optimal level;

•    Risk is suitably evaluated and dealt with;

•    Compliance with applicable laws is achieved;

•    Corporate culture that recognizes and rewards adherence to ethical standards is developed;

•    Adopting transparent corporate structure driven solely by business needs.

This multi-tier governance structure contribute to the Company's aim of achieving highest standards of ethics and corporate governance practices. Apart from this, it ensures greater management accountability and credibility, facilitates increased autonomy of businesses, performance discipline and development of business leaders leading to enhanced public confidence.

BOARD OF DIRECTORS

The Company's Board is constituted in compliance with the provisions of the Act and Rules made thereunder, Listing Regulations, IRDAI CG Guidelines, Articles of Association of the Company and in accordance with good governance practices.

Responsibilities of Board Leadership

The Company believes that the Board of the Company is at the core of good corporate governance practices. The Board of the Company oversees the management's functions and protects the long-term interest of all stakeholders of the Company.

The primary role of the Board of Directors is to ensure that the Company has clear goals aligned to stakeholder's value and their growth. Apart from this, the Board of Directors are also responsible for the following:

1.    Exercising appropriate control to ensure that the Company is managed in a manner that fulfills stakeholders' aspirations;

2.    Monitoring the effectiveness of the Company's governance practices;

3.    Providing strategic guidance to the Company and ensuring effective monitoring of the management;

4.    Exercising independent judgement in the affairs of the Company.

The roles of Chairperson, Whole-time Directors including Managing Director & CEO and Non-executive Directors, are as follows:

Role of Chairperson

The Company has a separate role of Chairperson and Managing Director & CEO to create a more balanced governance structure. The Chairperson of the Company leads the Board and is responsible for promoting the integrity of the Board while nurturing a culture where the Board works harmoniously for the long-term benefit of the Company and protect interest of all its stakeholders. The Chairperson of the Company actively participates and presides over all meetings of the Board.

The Chairperson takes a lead role in managing the Board and facilitates effective communication among all Directors of the Company.

Role of Whole-time Directors

The Managing Director & CEO of the Company is responsible for the operations and day to day management of the Company in line with the direction of the Board and Committees set up by the Board. The Managing Director & CEO is also entrusted with the responsibility for executing corporate strategy in consultation with the Board and take such decision which will lead the Company in achieving annual and long-term business targets. The Managing Director & CEO of the Company acts as a link between the Board and the Management. The Managing Director & CEO of the Company is also entrusted with the responsibility of leading and evaluating the work of other executive leaders including the members of senior management as per the organisational structure.

The other Whole-time Directors designated as Executive Directors are entrusted with the responsibility of building strategic plans for conducting business in order to attain goals and objectives of the Company. The Whole-time Directors streamline the governance processes throughout the Company and ensure effective functioning of top management. The Whole-time Directors are responsible for exercising due and reasonable care, skill and diligence while performing their duties.

Role of Non-executive Directors

The Non-executive Directors, including Independent Directors, play a critical role in imparting balance to the Board processes by bringing independent judgement on issues of strategy, performance, resources, standards of ethical conduct, etc. The Non-executive Directors are responsible for providing oversight in the matters of the Company and ensuring effective implementation of the Board and Committee decisions by the Management Committee. The Non-executive Directors ensures that the functions of the Company are in the best interest of all its stakeholders.

The Non-executive Directors play a crucial role in ensuring that best corporate governance practices are followed by the Company. They are responsible for constructive and active participation in the proceedings of the Board and Board constituted Committees.

With over 70% of the Directors being Non-executive out of which over 50% Directors are Non-executive, Independent, the Company has taken an important step towards enhancing its governance standards and protecting the interest of all stakeholders. Amongst the Board of Directors, the Chairperson of the Company is a woman Director designated in the category of Non-executive, Independent Director. Further, none of the Directors of the Company are related to each other.

Board Diversity and Expertise

The Company recognizes and embraces the importance of having a diverse Board in its success. The Board, while discharging its responsibilities and providing effective leadership to the business, uphold the corporate value, promote the ethical culture, endorse sustainability and leverages innovation. The Board of the Company comprises of Directors who are eminent personalities having diverse experience and significant expertise in various fields.

The Joint Statutory Auditors of the Company are permanent invitees to the Audit Committee meetings which are held for adoption of quarterly/ half yearly/ yearly financial statements.

While the Act and other applicable laws do not prescribe a minimum number of meetings to be attended by directors, the Board of Directors endeavor to attend and participate in all Board meetings, unless he/she is unable to attend the meeting on account of reasonable cause for which leave of absence is requested.

During the year under review, all the Board meetings were held physically in Mumbai except Meetings held on May 28, 2022 and September 19, 2022, which were held through Video Conferencing. The Company also provides an option to its Directors to attend the Board Meetings through Video Conferencing facility to enable the Directors to participate in the proceedings of the meeting electronically. The attendance of each Director was 100% in all the meetings of the Board in which they were entitled to attend.

In order to ensure that the Board functions effectively, the summary of matters discussed in the Committee Meetings are briefed to the Board of Directors by the Chairperson of the respective Committee at the ensuing Board Meeting.

Availability of information to the Board:

The Board of Directors has unrestricted access to all Company related information. The Company ensures that Directors are provided with important information on operations of the Company as well as that which requires deliberation at the highest level. Information is provided on various critical items such as annual operating plans and budgets, regulatory and statutory updates, quarterly/half-yearly and yearly results, review and amendment to policies/frameworks, minutes of meetings of the Committees of the Board, etc. All relevant information is provided to the Directors of the Company on a continuous basis for their review, inputs and approval. The Directors are also kept updated on the changes in the regulatory prescriptions/policies. The Board usually meets once in a quarter to review the aforesaid matters and additional meetings are also held when necessary.

Number of Board Meetings and attendance therein:

The Board of the Company met seven (7) times during the year under review on April 21, 2022, May 28, 2022, July 19, 2022, September 19, 2022, October 18, 2022, January 17, 2023 and February 20, 2023. In accordance with the provisions of the Act, the maximum gap between any two Board meetings was less than one hundred and twenty days.

BOARD MEETING ON STRATEGY

As a part of annual strategy planning process, the Board Strategy Meeting is held to deliberate on various subject matters related to strategic planning. This serves the purpose of providing a platform for the Board Members to bring their expertise to various strategic initiatives, while also providing an opportunity for them to understand detailed aspects of execution and challenges relating to the specific theme. The Board of Directors usually meet once in a year to discuss the above.

The Board of Directors are also updated periodically on the implementation of strategic initiatives and business plans.

The Board Strategy Meeting was held on February 20, 2023, in Mumbai to review the business strategy of the Company including regulatory reforms and digital initiatives undertaken by the Company.

The Board Strategy Meeting is attended by the Management Committee Members and respective Senior Management Personnel of the Company. All the Directors of the Company were present in the Board Strategy Meeting.

None of the Director is a Member of more than ten (10) Committees and/or Chairperson of more than five (5) Committees across all the public limited companies in which he/she is a Director. The number of directorships of each Director of the Company is within the limits prescribed under the Listing Regulations.

Independent Directors Declaration from Independent Directors

In accordance with the applicable provisions of the Act and Rules made thereunder and Regulation 16 and 25 of the Listing Regulations, the Company is in receipt of the declaration of independence from all the Independent Directors of the Company. The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an independent judgment and without any external influence. Further, the Independent Directors of the Company have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with applicable rules made thereunder.

The Company obtains a certificate from a Practicing Company Secretary on an annual basis, verifying the veracity of the declarations received from the Independent Directors of the Company. Based on the declarations and certificate of Practicing Company Secretary, the Board is of the opinion that all the Independent Directors of the Company fulfill the conditions relating to their status as an Independent Director as specified in the Act and Listing Regulations and are independent of the management. During the year under review, none of the Independent Director of the Company has resigned before the expiry of his or her term.

"Fit and Proper" Criteria

In accordance with the IRDAI CG Guidelines, directors of insurers have to meet "Fit and Proper" criteria prescribed by IRDAI. Accordingly, all the Directors of the Company have submitted declaration confirming compliance with "Fit and Proper" criteria prescribed under the IRDAI CG Guidelines.

The Company believes that for the Board to exercise free and fair judgment in all the matters related to the functioning of the Company as well as the Board, it is important for the Independent Directors to meet without the presence of the Non-independent Directors and Executive Management.

Further, Schedule IV of the Act and Rules made thereunder, prescribes that atleast one meeting of Independent Directors of the Company shall be conducted without the presence of Non-independent Directors and the Management. It also provides that the Independent Directors shall review the performance of the Board/Chairperson/Non-executive Directors/Whole-time Directors which is required to be done at a separate Meeting of Independent Directors.

Pursuant to provisions of the Act, the Independent Directors of the Company met on April 21, 2022, without the presence of Executive Directors, Non-executive, Non-independent Directors and the Management wherein the Independent Directors evaluated the performance of the Non-independent Directors, the Board as a Whole and performance of Chairperson of the Board after taking into account the views of the Executive Directors and Non-executive Directors. The Independent Directors also reviewed the outcome of the performance evaluation of all the Directors, the Board as a whole and the Chairperson. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company's Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. All the Independent Directors were present in the said meeting.

Further, a meeting of Non-executive, Independent Directors and Non-executive, Non-independent Directors with Non-executive Chairperson is held every quarter without presence of Management.

The Audit Committee also meets Joint Statutory Auditors of the Company without presence of Management of the Company on a half yearly basis to discuss on scope of audit, key audit matters, etc.

During the year under review, a meeting of the credit rating agencies which rate the Company's Non-Convertible Debentures was convened with the Audit Committee.

1.    Lalita D. Gupte    1,782

2.    Ved Prakash Chaturvedi    -

3.    Uday Chitale    -

4.    Ashvin Parekh    -

5.    Suresh Kumar    -

6.    Murali Sivaraman    -

7.    Sandeep Batra    -

8.    Rakesh Jha    -

9.    Bhargav Dasgupta    437,808

10.    Alok Kumar Agarwal    558,000

11.    Sanjeev Mantri    -

As on March 31, 2023, none of the Directors of the Company held Non-Convertible Debentures of the Company.

Certificate from a Company Secretary in Practice

In terms of the Listing Regulations, the Company has obtained a Certificate from Dholakia & Associates LLP, Practicing Company Secretaries, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by SEBI / Ministry of Corporate Affairs ("MCA") or any such statutory authority. The Certificate obtained from Practicing Company Secretary is forming part of this Report as Annexure G.

Board Committees

The Board has constituted following Committees:

(i)    Board Nomination and Remuneration Committee;

(ii)    Audit Committee;

(iii)    Investment Committee;

(iv)    Risk Management Committee;

(v)    Policyholders Protection Committee;

(vi)    Corporate Social Responsibility & Sustainability Committee;

(vii)    Stakeholders Relationship Committee; and

(viii)    Strategy Committee

The Board has constituted several Committee to deal with specific matters and has delegated powers for different

functional areas, as required under the Act, Listing Regulations and IRDAI CG Guidelines. These Committees monitor the activities falling within their specific terms of reference and support the Board in discharging its functions. The Board Committees focus on specific areas and take informed decisions on the specific businesses assigned to them in the best interest of the Company. The Committees also make specific recommendations to the Board on various matters whenever required. The Committee meetings are held before the Board meeting, or whenever the need arises for transacting business. The Chairperson of the respective Committees briefs the Board on deliberations taken place at the Committee Meetings in relation to important discussions, notings and approvals.

The terms of reference of the Board Committees are reviewed and determined by the Board from time to time to align the same with the regulatory/business requirements. The status of compliance with the terms of reference of each Committee is reviewed by the respective Committee and the Board on an annual basis. The terms of reference of the Board Committees are hosted on the website of the Company and can be viewed at https://www.icicilombard.com/investor-relations

The Company has eight (8) Board consituted Committees as on March 31, 2023. The role and composition of these Committees, along with the number of meetings held during FY2023 and the attendance of the Committee Members in the respective Committee are provided below:

1. Board Nomination and Remuneration Committee

The Board Nomination and Remuneration Committee has been constituted in line with the requirements of the Act, Listing Regulations and IRDAI CG Guidelines.

Terms of reference

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

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

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

•    To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal, and formulate a criteria for evaluation of every director's performance.

•    To consider whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

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

•    To ensure that the proposed appointments re-appointments of key managerial personnel or Directors are in conformity with the Board approved policy.

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

•    To devise a policy on diversity of the Board.

•    To recommend to the Board all remuneration, in whatever form, payable to senior management.

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

Composition

In terms of provisions of the Act, Listing Regulations and IRDAI CG Guidelines, the Board Nomination and Remuneration Committee comprises of four (4) Members, out of which three (3) are Non-executive, Independent Directors and one (1) is Non-executive, Non-independent Director. The Board Nomination and Remuneration Committee is chaired by Uday Chitale, Non-executive, Independent Director of the Company. The Board Nomination and Remuneration Committee met five (5) times during the year under review. The composition of the Board Nomination and Remuneration Committee is given below along with the attendance of the Committee Members.

2. Audit Committee

The Audit Committee has been constituted in line with the requirements of the Act, Listing Regulations and IRDAI CG Guidelines.

Terms of reference

(i) Accounts and Audit:

• Oversee the financial statements, financial reporting process under Indian GAAP and US GAAP, statement of cash flow and disclosure of its financial information, both on an annual and quarterly basis, to ensure that the financial statement is correct, sufficient and credible.

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

•    Evaluation of internal financial controls and risk management systems.

•    Discuss with the statutory auditors before the audit commences, about the nature and scope of audit, as

well as, have post-audit discussions to address areas of concern.

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

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

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

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

-    Major accounting entries involving estimates based on the exercise of judgment by management.

-    Significant adjustments made in the financial statements arising out of audit findings.

-    Compliance with listing and other legal requirements relating to financial statements to the extent applicable.

-    Approval or any subsequent modification and disclosure of any related party transactions of the Company. Provided that the Audit Committee may grant omnibus approval for related party transactions proposed to be entered into by the Company subject to such conditions as may be prescribed.

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

•    Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the board for approval and review of management's discussion & analysis of financial condition and results of operations.

•    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, preferential issue, etc.) and related matter, the statement of funds utilised for purposes other than those stated in the offer document/prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of

a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

•    Review of statement of deviations:

a)    quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b)    annual statement of funds utilised for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7).

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

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

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

•    Review of management letters / letters of internal control weaknesses issued by the statutory auditors.

(ii) Internal Audit

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

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

•    Set-up procedures and processes to address all concerns relating to adequacy of checks 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 into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

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

•    Review of Internal audit reports relating to internal control weaknesses

(iii) Compliance & Ethics:

•    Review reports on the above and on proactive compliance activities aimed at increasing the Company's ability to meet its legal and ethical obligations, on identified weaknesses, lapses, breaches or violations and the controls and other measures in place to help detect and address the same.

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

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

•    Review of policy on appointment of insurance agents.

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

•    Review key transactions involving conflict of interest.

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

•    Approval of appointment of Chief Financial Officer or any other person heading the finance function or discharging that function after assessing the qualifications, experience and background, etc. of the candidate.

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

•    Review of disclosure under stewardship policy.

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

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

•    Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders.

•    Carrying out any other function, if any, as is mentioned in the terms of reference of the Audit Committee and any other terms of reference as may be decided by the Board and/or specified/provided under the Companies Act, 2013 or Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, or by any other regulatory authority.

Composition

In terms of provisions of the Act, Listing Regulations and IRDAI CG Guidelines, the Audit Committee comprises of five (5) Members, out of which four (4) are Non-executive, Independent Directors and one (1) is Non-executive, Non-independent Director.

The Audit Committee is chaired by Ashvin Parekh, Non-executive, Independent Director of the Company. The Audit Committee met nine (9) times during the year under review. The composition of the Audit Committee is given below along with the attendance of the Committee Members.

3. Investment Committee

The Investment Committee has been constituted in line with

the provisions of the IRDAI (Investment) Regulations, 2016

read with IRDAI CG Guidelines.

Terms of reference

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

•    Reviewing the investment policy.

•    Periodically updation to the Board with regard to investment activities of the Company.

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

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

•    Reviewing counter party/ intermediary exposure norms.

•    Supervising the asset allocation strategy to ensure financial liquidity, security and diversification through

liquidity contingency plan and asset liability management policy.

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

•    Reviewing the stewardship policy of the Company. Composition

In terms of provisions of IRDAI (Investment) Regulations, 2016 read with IRDAI CG Guidelines, the Investment Committee comprises of six (6) Members, out of which one (1) is Non-executive, Independent Director, one (1) is Non-executive, Non-independent Director, Managing Director & CEO, Chief Investment Officer, Chief Financial Officer & Chief Risk Officer and Appointed Actuary & Chief Actuarial Officer of the Company. The Investment Committee is chaired by Suresh Kumar, Non-executive, Independent Director of the Company.

The Investment Committee met five (5) times during the year under review. The composition of the Investment Committee is given below along with the attendance of the Committee Members.

4. Risk Management Committee

The Risk Management Committee of the Company has been

constituted in line with the provisions of the Listing Regulations

and IRDAI CG Guidelines.

Terms of reference

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

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

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

•    Review of the Company's risk management and operational risk related policies/frameworks and identification of internal and external risk, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risk or any other risk as may be determined by the Committee.

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

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

•    To monitor and review regular updates on business continuity.

•    To review and recommend appropriate policy including establishment of effective Risk Management framework, risk management policy and processes, to the Board as may be prescribed by IRDAI from time to time.

•    To review the Company's risk management and operational risk related policies/ frameworks including fraud monitoring policy & framework and anti-fraud policy & framework and monitoring implementation of anti-fraud policy for effective deterrence, prevention, detection and mitigation of frauds.

•    To maintain a group-wide and aggregated view on the risk profile of the Company in addition to the solo and individual risk profile for all categories of risk including insurance risk, market risk, credit risk, liquidity risk, operational risk, compliance risk, legal risk, reputation risk, etc.

•    To assess the overall Asset Liability Management position especially through the Liquidity, Credit and Market risk relevant to General Insurance. The assessment in particular would include reviewing valuation of assets and liabilities in relation to the standards, prevailing legislation, internal and external reporting requirements, and actuarial principles.

•    Review of appointment, removal and terms of remuneration of the Chief Risk Officer of the Company.

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

Composition

In terms of provisions of the Listing Regulations and

IRDAI CG Guidelines, the Risk Management Committee

comprises of seven (7) Members, out of which five (5) are Non-executive, Independent Directors, one (1) is Non-executive, Non-independent Director and Managing Director & CEO. The Risk Management Committee is chaired by Lalita D. Gupte, Non-executive, Independent Director of the Company.

The Risk Management Committee met four (4) times during the year under review. The composition of the Risk Management Committee is given below along with the attendance of the Committee Members.

Gopal Balachandran, Chief Financial Officer & Chief Risk Officer of the Company, is a permanent invitee to the meetings of the Risk Management Committee. He has attended all the Risk Management Committee meetings held during the year under review.

5. Policyholders Protection Committee

The Policyholders Protection Committee has been constituted in line with provisions of IRDAI CG Guidelines.

Terms of reference

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

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

•    Reviewing the mechanism at periodic intervals.

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

•    Reviewing the status of complaints at periodic intervals.

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

•    Providing details of insurance ombudsman to the policyholders.

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

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

•    To review the standard operating procedures for treating the customer fairly including timeframes for policy and claims servicing parameters and monitoring implementation thereof.

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

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

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

•    To review repudiated claims with analysis of reasons.

• Monitoring of the implementation of the approved proposals under IRDAI Sandbox Regulation.

Composition

In terms of provisions of IRDAI CG Guidelines, the Policyholders Protection Committee comprises of five (5) Members, out of which four (4) are Non-executive, Independent Directors and Managing Director & CEO of the Company. The Policyholders Protection Committee is chaired by Ashvin Parekh, Non-executive, Independent Director of the Company. The Policyholders Protection Committee met four (4) times during the year under review.

IRDAI CG Guidelines, advises insurers to include an expert/ representative of customers as an invitee at the meetings of the Policyholders Protection Committee to enable insurers to formulate policies and assess compliance thereof.

Accordingly, the Company has appointed P J Joseph as an expert/representative of customers. P J Joseph attends meetings of Policyholders Protection Committee as an external invitee and has attended all the meetings of the Committee held during the year.

The composition of the Policyholders Protection Committee is given below along with the attendance of the Members.

6. Corporate Social Responsibility & Sustainability Committee

The Corporate Social Responsibility & Sustainability Committee has been constituted in line with the requirements of the Act and IRDAI CG Guidelines.

Terms of reference Section A:

i. Formulate the CSR policy and recommend to the Board and any amendments thereto.

ii.    Indicate the activities to be undertaken by the Company in areas or subject, specified in Schedule VII of Section 135 of Companies Act.

iii.    Review and recommend the annual CSR plan to the Board.

iv.    Monitor the CSR activities and compliance with the CSR policy from time to time.

v.    Review and implement, if required, any other matter related to CSR initiatives as mandated under the Act and Rules issued thereto.

i.    To oversee and monitor Sustainability activities including ESG and BRSR initiatives undertaken by the Company, related disclosures, review its performance thereon and advice on related matters.

ii.    To review and monitor matters related to Sustainability such as the ESG Report Business Responsibility and Sustainability Report (BRSR), Policy on Environment Management.

In terms of provisions of the Act and IRDAI CG Guidelines, the Corporate Social Responsibility & Sustainability Committee comprises of four (4) Members, out of which three (3) are Non-executive, Independent Directors and Managing Director & CEO. The Corporate Social Responsibility & Sustainability Committee is chaired by Uday Chitale, Non-executive, Independent Director of the Company. The Corporate Social Responsibility & Sustainability Committee met three (3) times during the year under review. The composition of the Corporate Social Responsibility & Sustainability Committee is given below along with the attendance of the Committee Members.

7. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in line

with the requirements of the Act and Listing Regulations.

Terms of reference

•    Consider and resolve grievances of security holders of the Company, including complaints related to transfer/ transmission of shares, non-receipt of annual report and non-receipt of declared dividends, TDS on dividend/ interest on debentures related queries, issue of new/ duplicate certificates, general meetings etc.

•    Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

•    Listing of securities on the stock exchanges and redemption of securities;

•    To review shareholding pattern of the Company;

•    Allotment of shares and securities, approval of transfer or transmission of shares, debentures or any other securities;

•    Approve consolidation, split/sub-division of share certificates, transfer of shares, transmission of shares, issue of duplicate share certificates, rematerialisation of shares, etc.

•    Review of measures taken for effective exercise of voting rights by shareholders.

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

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

•    To appoint/remove Registrars and Transfer Agents;

•    Review and take on record the internal audit reports of the Registrar and Transfer Agents, if any, from time to time.

•    Carrying out any other function as may be decided by the Board or prescribed under the Companies Act, 2013, the Listing Regulations, or by any other regulatory authority.

In terms of provisions of the Act and Listing Regulations, the Stakeholders Relationship Committee comprises of four (4) Members, out of which two (2) are Non-executive, Independent Directors, Managing Director & CEO and one (1) Executive Director. The Stakeholders Relationship Committee is chaired by Suresh Kumar, Non-executive, Independent Director of the Company. The Stakeholders Relationship Committee met four (4) times during the year under review. The composition of the Stakeholders Relationship Committee is given below along with the attendance of the Committee Members.

Vikas Mehra, Company Secretary also acts as the Compliance Officer of the Company in accordance with the requirements of Listing Regulations.

Details of Shareholders' Complaints:

The Company discloses details of the shareholders' complaints as received by the Company through SEBI SCORES/Stock Exchanges/designated email ID of the Company and RTA.

During the year under review, the Company has not received any complaint w.r.t. Non-Convertible Debentures of the Company.

8. Strategy Committee Terms of reference

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

Composition

The Strategy Committee comprises of four (4) Members, out of which two (2) are Non-executive, Independent Directors, one (1) is Non-executive, Non-independent Director and Managing Director & CEO. The Strategy Committee is chaired by Uday Chitale, Non-executive, Independent Director of the Company.

Following are the Members of the Strategy Committee:

¹    Ceased to be Member of the Strategy Committee with effect from May 20, 2022 pursuant to her resignation from the Company.

²    Inducted as a Member of the Strategy Committee with effect from May 28, 2022.

During the year under review, no Strategy Committee meeting was held.

Post-meeting Follow-up System

The Company has an effective post-meeting follow-up system. The Company tracks important decisions taken and discussions held at the meetings of Board and its Committees. After each Board and Committee Meeting, action points arising out of it are promptly informed to the respective stakeholders within the Company for necessary required action in order to ensure that the guidance provided by them are implemented. An action taken report is placed before Board and respective Committee in the subsequent meetings along with their status of compliance.

Recommendations of mandatory Committee(s)

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

ROLE OF THE COMPANY SECRETARY IN OVERALL GOVERNANCE PROCESS

The Company Secretary plays a key role in ensuring that the Board / Board Committees related procedures are followed and regularly reviewed. The Company Secretary is primarily responsible for assisting and advising the Board in the conduct of affairs of the Company, to ensure compliance with applicable statutory requirements, to provide guidance to Directors and to facilitate convening of meetings. The Company Secretary ensures that all relevant information, details and documents are made available to the Directors and for effective decision-making at the meetings.

The Company Secretary interfaces between the Board of Directors, Management of the Company, regulatory authorities and other relevant stakeholders for various matters including corporate governance. The Company Secretary also acts as a link between the shareholders and the Board of Directors of the Company.

The Company Secretary oversees the queries/complaints of shareholders / debentureholders to ensure their timely redressal. Additionally, maintaining statutory registers and records, conducting meetings of members of the Company, filing annual returns, ensuring payment of dividend to shareholders and interest to debentureholders within the stipulated timeline, allotment of shares and listing of allotted shares, etc. falls under the role of Company Secretary.

The Company Secretary of the Company is also designated as Compliance Officer for the purpose of ensuring compliance of Listing Regulations, Insider Trading Regulations and IRDAI

Some of the key factors against which the Board's performance is assessed:

•    Discharge of responsibilities and obligations

•    Effectiveness in overseeing the material issues

•    Providing strategic supervision

•    Quality and timeliness of information flow between the Management and the Board for decision-making

The performance evaluation of the Board, its Committee(s), Chairperson and individual Directors is carried out based on the evaluation criteria as defined under the framework, adopted by the Board on an annual basis.

During the year under review, the performance evaluation based on the framework adopted by the Company was completed internally through a web-based portal which included the performance evaluation of the Board as a whole, Board Committees, the Chairperson and individual Directors. The exercise was led by the Chairperson of the Board Nomination and Remuneration Committee along with Chairperson of the Board.

The performance of the Board is assessed basis its roles, responsibilities and obligations, Board composition, openness and transparency in Board room engagements, discussion and guidance on strategic issues, performance on key areas, providing feedback to executive management, experience and diversity on the Board, robust succession plan and quality, quantity and timeliness of flow of information between the Management and the Board to effectively and reasonably perform their duties.

The performance evaluation of the Board Committee(s) is based on assessment of the clarity with which their mandate is defined, effective discharge of terms of reference and assessing effectiveness of contribution of their deliberation/ recommendations to the functioning/decisions of the Board.

The performance evaluation criteria for the Chairperson of the Board besides the criteria for assessment of all Directors, focusses incrementally on leadership abilities, effective management of meetings, preservation of interest of stakeholders, ability to guide the Company in key matters and knowledge & understanding of relevant areas.

The performance evaluation of Director(s) is assessed on the basis of their participation, contribution and guidance to the Board and understanding of areas in their capacity as its Members.

The Board Nomination and Remuneration Committee evaluated performance of the Board as a whole and individual directors including Chairperson of the Board. In a separate meeting

the Independent Directors with the business, operations and compliances of the Company as well as providing them an insight to their expected roles, rights and responsibilities in the Company.

The Non-executive Directors inducted on the Board are familiarised through orientation sessions that covers an overview of the Company, its vision and mission, business, and strategies, etc. The Company also familiarise the new Director about the dynamics of the insurance industry to help them in meaningful deliberations and in taking informed decisions. The functional heads of the Company brief the new Director on the different aspects of the business as well as critical support functions of the Company.

As a part of continual Familiarisation programme the Meeting of the Board of Directors to discuss the business strategy of the Company was convened wherein business strategy of the Company, new technology and digital initiatives undertaken by the Company and updates on regulatory developments in the insurance sector were discussed.

The Board Strategy Meet provides an opportunity to the Board of Directors and Senior Management to deliberate and familiarise themselves on the various strategic matters and other relevant aspects.

Further, the Board of Directors are provided with periodic inputs on the business performance of the Company, through deliberations at the Committee and Board Meetings. During the year, the Directors in their capacity as members of various Committees of the Board are taken through presentations on diverse topics pertaining to industry/ market trends, investment performance, earnings outlook, digital strategy, distribution, customer centricity, risk management, technology transformation, corporate social responsibility and sustainability initiatives, etc. The Members of various Committee(s) are presented with the necessary information to enable them to review and grant recommendation/approval as per the terms of reference of the respective Committee.

Periodic meetings are also conducted on a one-on-one basis between the Board of Directors and Senior Functional Heads of the Company for more elaborate understanding on various aspects of business.

In addition to the above, during FY2023, the Company had organised an awareness session by an external firm for the Board of Directors, to understand the critical areas of SEBI (Prohibition of Insider Trading) Regulations, 2015 and Company's Code of Conduct to regulate, monitor and report trading by its Designated Persons including evolution, compliance requirement, role and responsibilities of Directors.

The Company has a robust framework for evaluation of the Board, its Committees and individual Directors, including Chairperson. A customised questionnaires were circulated through a survey to Board Members, wherein the responses were analysed and the results were subsequently discussed by the Board Members. Recommendations arising from this entire process were deliberated by the Board to enhance its overall effectiveness as well as Company's practices. The Board of Directors from time to time were provided with an update on key regulatory changes and their impact on the Company and/or Directors.

The Board of Directors were also updated on the research analyst's reports covering various financial, operational and regulatory aspects, through circulation of quarterly analysts report to the Board of Directors post announcement of financial results. These reports are Company specific and provide useful information on the industry segment. The Board Members were also apprised on other material business matters through e-mail communications wherever required.

Apart from these there could be additional meetings or sessions on specific topics, as and when recommended/suggested by the Board of Directors.

The details of above mentioned programs attended by the Board of Directors along with no. of hours spent by Independent Directors during the year, are elaborated in the Familiarisation Programme for FY2023. The same is hosted on the website of the Company and can be viewed at https:// www.icicilombard.com/docs/default-source/policies-of-the-companvffamiliarisationproaramfv2023.pdf

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company has in place a Board approved Policy on Board Diversity, keeping in view, the significance of the Board Diversity which is also recognised by various statutes/ regulations i.e. the Insurance Act, 1938 and the Regulations framed thereunder, the Act and relevant Rules made thereunder, Listing Regulations and IRDAI CG Guidelines. Accordingly, the composition of the Board is based on the prescribed regulatory prescriptions.

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

The Company has in place a Board approved Criteria for appointment of a Director, key managerial personnel and officials who may be appointed in senior management which defines the criteria for determining qualifications, positive attributes and independence of a Director.

The same is hosted on the website of the Company and can be viewed at httDs://www.icicilombard.com/docs/default-sourcel policies-of-the-company/criteria-for-appointment-of-a-director-key-manaaerial-personnel-and-officials-who-may-be-appointed-in-senior-management.pdf

The Company has in place Board approved Policy on Appointment and Compensation of Employees and framework for remuneration to Non-executive Directors with an objective to lay down Guidelines on fixing Compensation of employees including Key Managerial Personnel, Whole-time Directors including Managing Director & CEO and Non-executive Directors of the Company.

The Policy on Appointment and Compensation of Employees and framework for remuneration to Non-executive Directors is hosted on the website of the Company and can be vi ewed at https://www.icicilombard.com/docs/default-source/ policies-of-the-company/policy-on-appointment-and-compen sat ion-of-employees-and-framework-for-remuneration-to-non-executive-directors.pdf

The remuneration payable to Non-executive, Independent Directors is governed by the provisions of the Act and related rules to the extent applicable and IRDAI guidelines issued in this regard. The remuneration for the Non-executive, Independent Directors of the Company would be sitting fee for attending each meeting of the Board/Committee as approved by the Board from time to time within the limits as provided under the Act and related rules. Further, in compliance with IRDAI Guidelines and the Act, Non-executive, Independent Directors of the Company are also paid remuneration in the form of profit-related commission as approved by Board of Directors and Members of the Company. The payment of sitting fees to Non-executive, Independent Directors is in addition to remuneration in the form of profit-related commission.

Additionally, all the Non-executive, Independent Directors would be entitled for reimbursement of expenses for attending Board/ Committee Meetings and official visits.

DIRECTORS AND OFFICERS ('D&O') INSURANCE

Regulation 25(10) of the Listing Regulations requires top 1000 listed entities (based on market capitalisation calculated as on March 31 of the preceding financial year), to undertake D&O insurance for all their Independent Directors of such quantum and for such risks as may be determined by the Board of Directors.

The Company has taken a D&O Policy to indemnify all the Directors and Officers against claims brought against them. The Policy is currently in force.

SUCCESSION PLANNING

The Company has in place a well-defined succession planning process to facilitate the identification and development of potential successors and to mitigate vacancy risk arising from attrition and ensure business continuity.

This plan is focused on identifying and grooming the talent pool for senior positions and classifying them as per readiness for the key roles.

Based on the annual talent pool review and succession readiness assessment and gap analysis, plans are made and deployed consistently. For any key roles if potential successors are not available, either within the pool or after undertaking restructuring of the role in the event of a vacancy, plans for identifying external talent are made.

The Board Nomination and Remuneration Committee of the Company would apply a due diligence process to determine the suitability of every person who is considered for being appointed or re-appointed at the Board based on their educational qualification, experience, skills and competencies and track record, and every such person meeting the "fit and proper" criteria. Accordingly, any appointment or re-appointment to the Board would be subject to prior approval of Board of Directors of the Company basis recommendation of the Board Nomination and Remuneration Committee, approval of the Members of the Company and regulatory approvals, wherever applicable.

For Executive Directors and other Senior Management positions, the succession bench exists within the Company and the ICICI group. In the event suitable candidate is not available within the pool, the Company would attract external talent for the key roles.

DETAILS OF MANAGERIAL REMUNERATION FOR FY2023

i) Whole-time Directors:

The Board at its meeting held on April 21, 2022, based on the recommendation of the Board Nomination and Remuneration Committee approved the proposal for revision in the remuneration of Whole-time Directors of the Company including Managing Director & CEO for FY2023.

Further, the Board of Directors, in the same meeting based on the recommendation of the Board Nomination and Remuneration Committee approved the grant of stock options to Whole-time Directors including Managing Director & CEO of the Company under ICICI Lombard-Employees Stock Option Scheme-2005 for FY2023, subject to the approval of Members of the Company and IRDAI.

ii) Non-executive, Independent Directors:

The Company's Non-executive, Independent Directors do not have any pecuniary relationships with the Company other than the insurance policies taken by them, if any, in the ordinary course of business, sitting fees and expenses incurred, if any, for attending Board and Committee meetings, remuneration in the form of profit-related commission and dividend in the capacity as a shareholder. As provided in the Articles of Association of the Company, the fees payable to the Non-executive, Independent Directors for attending a Meeting of the Board or Committee thereof is decided by the Board from time to time within the limits prescribed by the Act.

IRDAI vide its Circular dated January 30, 2023, had permitted to pay remuneration in the form of profit-related commission to Non-executive Directors including the Directors appointed under Section 48A of the Insurance Act, 1938 without prior approval of the Authority, subject to conditions as prescribed by the Authority in this regards. Accordingly the Company, being in compliance with the conditions mentioned in the Circular, is exempted to seek approval from the Authority for payment of remuneration in the form of profit related commission for FY2023 to common Directors.

The details of sitting fees and remuneration in the form of profit-related commission are as follows:

¹Sitting fees paid/payable to the Non-executive, Independent Directors for FY2023.

Remuneration in the form of profit-related commission for FY2023 will be paid in FY2024.

The aforesaid amount of sitting fees to the Non-executive, Independent Directors is within the limits prescribed as per applicable provisions of the Act and Rules thereof.

The Board of Directors at their meeting held on April 18, 2023, based on the recommendation of the Board Nomination and Remuneration Committee, had approved increase in remuneration in the form of profit-related commission payable to Chairperson -

Non-executive, Independent Director of the Company from ' 1.00 million to ' 2.00 million with effect from FY2024, subject to the approval of the Members of the Company at the ensuing AGM.

The aforesaid increase in remuneration in the form of profit-related commission payable to the Chairperson of the Company designated as Non-executive, Independent Director is within the limits specified under the Act and the Guidelines on Remuneration of Non-executive Directors and Managing Director/Chief Executive Officer/Whole-time Directors of Insurers issued by IRDAI.

iii) Non-executive, Non-independent Directors:

The Company's Non-executive, Non-independent Directors do not have any pecuniary relationships with the Company other than the insurance policies if any, in the ordinary course of business and other than in the capacity as a shareholder.

Non-executive, Non-independent Directors were not eligible for any sitting fees and remuneration in the form of profit-related commission during FY2023.

Compensation Policy and Practices

Remuneration disclosures pursuant to IRDAI Guidelines

Pursuant to IRDAI Guidelines on Remuneration of Non-executive Directors and Managing Director/Chief Executive Officer/ Wholetime Directors of Insurers ("IRDAI Guidelines") issued vide reference no. IRDA/F&A/GDL/LSTD/155/08/2016 dated August 5, 2016 requires the Company to make the following disclosures on remuneration on an annual basis in the Annual Report:

(i) Qualitative Disclosures

A. I nformation relating to the design and structure of remuneration processes

1. Key features and objectives of remuneration policy

The Company has under the guidance of the Board and the Board Nomination and Remuneration Committee ("BNRC/ Committee"), followed compensation practices intended to drive meritocracy and fairness.

The Company strives to ensure internal and external equity that are consistent with emerging market trends, its business model and affordability based on business performance sets the overarching boundary conditions. This approach has been incorporated in the Compensation Policy, the key elements of which are given below:

a.    Effective governance of compensation:

The BNRC has oversight over compensation. The Committee defines Key Performance Indicators (KPIs) for Whole-time Directors and the organisational performance norms for bonus based on the financial and strategic plan approved by the Board. The KPIs include both quantitative and qualitative aspects. The BNRC assesses organisational performance as well as the individual performance for Whole-time Directors of the Company. Based on its assessment, it makes recommendations to the Board regarding compensation for the Whole-time Directors of the Company and employees, including senior management and key management personnel.

b.    Alignment of compensation philosophy with prudent risk taking:

The Company seeks to achieve a prudent mix of fixed and variable pay, with a higher proportion of variable pay at senior levels and no guaranteed bonuses. Compensation is sought to be aligned to both financial and non-financial indicators of performance including aspects like risk management and customer service. In addition, the Company has an employee stock option scheme aimed at aligning compensation to long term performance through stock option grants that vest over a period of time to middle and senior management and Whole-time Directors. Compensation to staff in financial and risk control functions is independent of the business areas they oversee and depends on their performance assessment.

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

The Company's Remuneration Policy was reviewed by the BNRC and the Board at their meeting held on April 21, 2022. There were no changes made in the Remuneration Policy.

3.    Discussion of how the Company ensures that risk and compliance employees are remunerated independently of the businesses they oversee.

The compensation of staff engaged in control functions like risk and compliance depends on their performance, which is based on achievement of the key results of their respective functions. Their goal sheets do not include any business targets.

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

1.    Overview of the key risks that the Company takes into account while implementing remuneration measures.

The Board approves the Risk Management Framework of the Company. The business activities of the Company are undertaken within this framework to achieve the financial plan. The Risk Management Framework includes the Company's risk appetite, limits framework and policies and procedures governing various types of risk. KPIs of Whole-time Directors as well as employees, incorporate relevant risk management related aspects. For example, in addition to performance targets in areas such as growth and profits, performance indicators include aspects such as combined ratio and compliance. The BNRC takes into consideration all the above aspects while assessing organisational and individual performance and making compensation related recommendations to the Board.

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

The annual performance targets and performance evaluation incorporate both qualitative and quantitative aspects including combined ratio, reserving and refinement/ improvement of the risk management framework.

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

Every year, the financial plan/targets are formulated in conjunction with a Risk Management Framework with limit structures for various areas of risk/lines of business, within which the Company operates to achieve the financial plan. To ensure effective alignment of compensation with prudent risk taking, the BNRC takes into account adherence to the Risk Management Framework in conjunction with which the financial plan/targets have been formulated. KPIs of Whole-time Directors as well as employees, incorporate relevant risk management related aspects. For example, in addition to performance targets in areas such as growth and profits, performance indicators include aspects such as the combined ratio and reserving and regulatory compliance. The BNRC takes into consideration all the above aspects while assessing organisational and individual performance and making compensation related recommendations to the Board.

4. Discussion of how the nature and type of these measures have changed over the past year and reasons for the changes, as well as the impact of changes on remuneration.

The Company has introduced regulatory compliance as one of the strategic performance indicators in FY2022 with a focus on maintaining a strong risk regulatory and compliance culture. The BNRC has taken into consideration these performance measure along with other measure while assessing organisational and individual performance and making compensation related recommendations to the Board.

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

1.    Overview of main performance metrics for the Company, top level business lines and individuals.

The main performance metrics includes business growth, market share, profits, strategic goals for future, risk metrics (such as combined ratio), compliance with regulatory norms, refinement of risk management processes and customer service. The specific metrics and weightages for various metrics vary with the role and level of the individual.

2.    Discussion of how amounts of individual remuneration are linked to the Company-wide and individual performance.

The BNRC takes into consideration all the above aspects while assessing organisational and individual performance and making compensation related recommendations to the Board regarding the level of performance bonus for employees and the performance assessment of Whole-time Directors. The performance assessment of individual employees is undertaken based on achievements vis-a-vis their goal sheets, which incorporate the various aspects/ metrics described earlier.

3.    Discussion of the measures the Company will in general implement to adjust remuneration in the event that performance metrics are weak, including the Company's criteria for determining 'weak' performance metrics.

The Company's Compensation Policy outlines the measures which the Company will implement in the event of a reasonable evidence of deterioration in financial

performance. In case such an event occur in the manner outlined in the policy, the BNRC may decide to apply malus/ clawback on none, part or all of the unvested deferred variable compensation.

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

The following table sets forth, for the period indicated, the details of quantitative disclosure for remuneration of Whole-time Directors:

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

²    For FY2023, variable pay and share-linked instruments represent amounts paid/options awarded for FY2022 as per IRDAI approval.

INTERNAL CONTROL

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The Company has adopted the following Frameworks in order to ensure that internal controls are adequate and effective.

i. Internal Audit Framework

Internal Audit's mission is to provide independent, objective assurance on the effectiveness of internal controls, risk management and corporate governance, and to suggest improvements to add value. It helps the Company to accomplish its objectives by evaluating and

improving the effectiveness of risk management, internal controls and governance processes, through a systematic and disciplined approach.

The Company has an established Audit Charter and Internal Audit Policy approved by the Board, which is based on a risk based approach. An annual Risk Based Audit Plan (RBAP) is drawn up on the basis of risk profiling of the businesses/ departments of the Company which is approved by the Audit Committee.

I nternal Audit acts as an independent entity and reports to the Audit Committee of the Board. Internal Auditor has unrestricted access to the Audit Committee Chairperson and the Managing Director & CEO.

I nternal Audit carries out audits based on the approved RBAP and key audit findings, the recommendations and compliance mechanism are reported to the Audit Committee every quarter. Internal Auditor also closely monitors effective implementation of the recommendations. In addition, Internal Audit also reports audit ratings, audit culture assessment and trend of risk through various executive reports to the Audit Committee on a periodic basis. The Chairperson of the Audit Committee briefs the Board on deliberations at the Audit Committee Meeting.

Through digital transformation, the Company aims for innovation and digitisation of various products and services exposing the Company to risk such as cyber security risk, vendor and outsourcing risk, data quality, reputational risk, etc.

Considering the above, Internal Audit has developed an all-encompassing digital audit approach to formalize the audit methodology in this evolving area. The approach ensures strong integration of 'technical' and 'functional' audits enabling a comprehensive assurance over digital activities/areas of the Company.

Internal Audit Team comprises of audit staff with sufficient knowledge, skills, experience, and professional certifications. Internal Auditor exercises due professional care while carrying out the audit assignments. For audit execution, Internal Audit deploys resources with expertise and adequate understanding of business activities. In the areas of emerging technologies requiring specialised skill sets, Internal Audit also engages external subject matter experts wherever required.

In accordance with IRDAI directives, the Company carries out a concurrent audit of investment operations through a Chartered Accountant firm and reports the findings to the Audit Committee on a quarterly basis.

ii.    Compliance framework

The Company has in place Compliance Monitoring Framework which articulates the compliance requirements of different activities of the Company with respect to the Insurance Laws, identification of assessment units and sub-assessment units, control mechanisms to mitigate the inherent risk and determination of residual risk. The compliance function of the Company disseminates the information regarding the relevant laws, regulations and circulars related to insurance business to various functions. It also serves as a reference point for the employees of various functions for seeking clarifications on applicable laws, regulations and circulars issued by the regulatory authorities. The compliance function of the Company also monitors the adequacy of the compliance framework across the Company through its Compliance testing plan. Key issues observed as part of this monitoring are reported to the Audit Committee every quarter and implementation of recommendations is actively monitored. A compliance certificate signed by the Managing Director & CEO, based on the certification from respective functional heads, is placed at the Audit Committee and Board of Directors on a quarterly basis and if required, corrective action is initiated to strengthen the controls and enhance the effectiveness of the existing systems.

iii.    Internal Financial Controls and their Adequacy

The Company has in place adequate internal financial controls commensurate with size, scale and complexity of its operations. The Company has complied with internal financial controls as per the provisions prescribed under the Act, Listing Regulations, in terms of internal control over financial reporting and Section 404 of Sarbanes Oxley Act, 2002. These have been designed with an objective to provide a reasonable assurance with regard to maintaining proper accounting controls, safeguarding of assets, prevention and detection of frauds and errors, ensuring operating effectiveness, reliability of financial reporting, executing transactions with proper authorisation and compliance with applicable regulations and Board approved policies. These controls are covered under the Internal Financial Control Framework, which is aligned with the Internal Control Framework 2013 given by the Committee of Sponsoring Organisations (“COSO") of the Treadway Commission. The Company has in place both Entity Level Controls and Process Level Controls to provide reasonable assurance with regard to recording and providing reliable financial and operational information. The Entity Level Controls broadly cover Corporate Governance, Core Committees, Core Policies and Risk management & Fraud Control framework. The Process Level Controls ensure processes are documented, risks are identified for each process, the controls are implemented for all identified risks and

whether the controls identified are Preventive or Detective controls. The effectiveness of internal financial controls is exhibited through control testing with samples at periodic intervals. The Joint Statutory Auditors of the Company have verified the systems and processes and confirmed that the internal financial controls over financial reporting are adequate and such controls are operating effectively.

iv. Risk Management Framework

The objective of the Risk Management Framework (“the Framework") of the Company is to ensure that various risks are identified, assessed, evaluated and mitigated. Various policies, procedures and standards are adopted to address these risks for systemic response and adherence. The Company has identified enterprise wide risks, which are categorised under six broad risk groups namely Credit Risk, Market Risk, Underwriting Risk, Operational Risk, Strategic Risk and Environmental, Social and Governance (ESG) Risk. The broad structure of the Framework is as follows:

•    Risk Identification, Assessment, Evaluation and Mitigation process;

•    Risk Management and Oversight structure;

•    Risk Monitoring and Reporting Mechanism.

The Enterprise Risk Management (“ERM") function of the Company undertakes a comprehensive Risk and Control Self-Assessment (R & CSA) activity for all units forming part of the risk universe of the Company, to manage the existing and emerging risk areas for the Company. The Senior Management of the Company is responsible for a periodic review of the risk management process to ensure that the various initiatives are aligned to the desired objectives.

The Company has in place Operational Risk Management Committee, Market Risk Management Committee, Outsourcing Committee and Information Security Committee. The referred Committees are internal Governance Committees comprising of various functional Heads of the organisation, to monitor the levels of risk and their effective management in different focused areas of ERM. The risks are further monitored on a quarterly basis by using a risk heat map based on probability and severity. A Risk Register is maintained to capture inventory of risks that the Company is exposed to along with mitigation and corrective action plans. The Risk Management Committee is updated on the enterprise wide risk management aspects on a quarterly basis. As part of the ERM exercise, critical and core risks along with the detailed mitigation plan(s) are presented to the Risk Management Committee on a quarterly basis. The risk mitigation plans are monitored regularly by the Company to ensure their timely and appropriate execution. The Company further measures each of its Board approved Key Risk Indicators against

a set of predefined tolerance levels. The tolerance levels and the subsequent actual tolerance scores arrived at, facilitate classification of identified risks into the significant, high, medium and low risk categories. These key risks are annually reviewed for inclusion in the Framework of the Company. The Internal Audit Department is responsible for reviewing the adherence to various risk management processes within the Company. Further, compliance testing is done on a periodic basis and the Audit Committee is kept apprised on the outcome of the same.

The Reinsurance Program of the Company defines the retention limit for various classes of products. Further, the Company has in place a risk retention reinsurance philosophy, which defines the product-wise retention limits on a per-risk basis as well as a retention limit on a per-event basis. The Underwriting Policy defines product-wise approval limits for various underwriters. The Investment Policy lays down the asset allocation strategy to ensure financial liquidity, security and diversification. The Company also has in place a Capital Adequacy and Liquidity Management Framework and the Asset Liability Management Policy. Maintaining adequate level of capital is the core objective of these policies so that the diverse risks related to the market and the Company's core operations are appropriately managed. The Operational Risk Management Policy defines the tolerance limits for operational risk losses and lays down the framework for monitoring, supervision, reporting and management of operational risks of the Company. The Company has adopted the Information Security Policy and Cyber Security Policy in line with Guidelines issued by IRDAI on Information & Cyber Security. The Company also has the Information Security Committee which reviews the key risks and mitigations plans with respect to information security. The various policies adopted by the Company are reviewed on a periodic basis, at defined intervals of time, to ensure concurrent and relevant amendments and updations to the Policies.

The Company has a Business Continuity Management Policy and Crisis Management Framework in place, which is aligned to the IRDAI Guidelines on Business Continuity Management and Planning. The Policy is reviewed to incorporate concurrent developments on a periodic basis.

Stress testing and reverse stress testing is conducted as part of the Annual Internal Capital Adequacy Assessment Process (ICAAP) to identify and quantify the overall impact of different stress scenarios on the Company's financial position.

The Company was the first Indian Company to receive the certificate of compliance to the ISO 31000:2018 guidelines on enterprise risk management, from British Standards Institution. The Company had successfully renewed its

ISO certification for 3 years in 2021, subject to annual audits. The Company underwent a successful annual audit as part of ISO 31000:2018 enterprise risk management guidelines and norms in FY2023.

v. Cyber Security

Digital transformations have been making waves across all industries and there are multiple areas that are creating disruptions in technology. Such rapid digitisation of businesses has made cyber security increasingly important. Focus on cyber security is also increasing rapidly due to many highly innovative and disruptive security breaches threatening financial services industry.

The Company has a governance framework for cyber & information security with an oversight from the Information Security Committee which has executive level representatives from all functions within the Company. The security strategy is based on the principles of "defence in depth" strategy in order to strengthen the management of IT risk and controls. The triad of Confidentiality, Integrity, and Availability (CIA) forms the core of the Company's cyber & Information Security Framework.

The Company has established a Board approved Information and Cyber Security Policy which also incorporates a cyber-crisis management plan. Implementation of the Policy & Plan ensures all information assets are safeguarded by establishing comprehensive management processes throughout the organisation. The Company's cyber security approach covers all aspects of prevention, detection and response to cyber threats. Some of the implemented controls include 24*7 Security Operations Centre (SOC), Distributed Denial of Service (DDoS), Cloud Security Management, Advanced Threat Prevention, Next Generation Firewall with integrated Intrusion Prevention System (IPS), Data Leakage Prevention, Threat Intelligence and Breach Attack and Phishing Simulation, etc.

The Company has transformed its incident management plan by adopting Cyber Crisis Management Framework (CCMP) which includes scenario based response procedures, playbooks, communication templates, etc.

As part of the Company's Information Security framework based on ISO 27001:2013, ISO 27017:2015 standards and guidelines from IRDAI, independent auditors periodically review, validate and certify the controls implemented by the Company.

MEANS OF COMMUNICATION

It is the Company's belief that all stakeholders should have access to complete information regarding its position to enable them to accurately assess its future potential. The Company disseminates information on its operations and initiatives on a regular basis.

Website

The Company's website (www.icicilombard.com) serves as a key awareness facility for all its stakeholders, allowing them to access information at their convenience. The Company has implemented a separate dedicated section "Investor Relations" on the website of the Company where all shareholders information is available. The said section provides comprehensive information on the Company's strategy, financial performance, operational performance and the latest

press releases. The financial results, official news releases, corporate presentation, quarterly earning call transcripts and quarterly earning call audio recording are also available on the Company's website.

The presentations made to institutional investors and analyst are also uploaded on the Company's website.

Newspaper publication

The audited financial results of the Company, approved by the Board of Directors on a quarterly basis, are generally published in at least one English language national daily newspaper circulating in the whole or substantially the whole of India (Financial Express) and in one regional daily newspaper circulating in Mumbai (Loksatta) within 48 hours from the conclusion of the Board Meeting at which such financial results are approved.

In addition to above, the Company also publishes Notice of AGM / Postal Ballot, information pertaining to issuance of duplicate share certificate and other required information in the aforesaid newspapers.

Stock Exchanges

The financial results, all periodical and other compliances as prescribed under the SEBI Regulations are filed electronically with the Stock Exchanges where equity shares of the Company are listed i.e. National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE").

All such information is generally available on the website of the Stock Exchanges which can be accessed easily and without any restriction. The website of the Stock Exchanges can be accessed through following link: https://www. bseindia. com/ and https://www.nseindia.com/.

Further, periodical and other compliances with respect to Non-Convertible Debentures of the Company as prescribed under the SEBI Regulations are filed electronically with Stock Exchanges where Non-Convertible Debentures of the Company are listed i.e. NSE.

Annual Report

The Annual Report containing, inter-alia, Auditors' Report, Audited Financial Statements, Directors' Report along with its annexure(s), Management Discussion and Analysis Report (MD&A), Corporate Social Responsibility Report (CSR Report), Integrated Report (IR) and other important information is circulated to the Members and others entitled thereto electronically along with the Notice of AGM to those Members who have registered their email id in the records of the Company or its RTA.

The Annual Report is submitted to the Stock Exchanges and can be viewed at their website. The Company also uploads Annual Report of the Company on its website and can be viewed at www.icicilombard.com. Accordingly, the Members who do not have their email id registered with the Company or its RTA, can view the Annual Report on the website of the Stock Exchanges and the Company.

Emails / SMS to Shareholders

The Company sends various investor centric emails and SMS to its shareholders for reminding them to claim their unpaid / unclaimed dividend, dematerializing the shares, updating KYC details, TDS related, etc.

Designated Email Ids

The Company disseminates information to the investors and in case of any queries / assistance, the investors are encouraged to raise a query with the Company by sending an email to the dedicated email ID for investor services i.e. ir@icicilombard. com and investors@icicilombard.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report (MD&A) for the financial year under review, is presented in a separate section, forming part of this Annual Report.

GENERAL SHAREHOLDER INFORMATION

In view of the applicable provisions of the Act read with the General Circulars dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 14, 2021 and December 28, 2022 issued by the Ministry of Corporate Affairs ('MCA'), the Twenty-third AGM of the Members is proposed to be convened through Video Conference ("VC") / Other Audio Visual Means ("OAVM"). Since the AGM is proposed to be convened through VC / OAVM, the deemed venue for Twenty-Third AGM shall be the registered office of the Company i.e. ICICI Lombard House, 414, Veer Savarkar Marg, Near Siddhivinayak Temple, Prabhadevi, Mumbai - 400 025. In view of the same, the Members are given the facility to attend and participate in the AGM through VC / OAVM, by following the procedure mentioned in the Notice of the AGM.

During the year under review, unpaid / unclaimed dividend of FY2015 and FY2016 of ' 300/- and ' 450/- respectively was transferred by the Company to IEPF pursuant to the provisions of the Act and Rules made thereunder. The procedure of claiming dividend from IEPF is hosted on the website of the Company as a part of Investor FAQs which can be accessed through https://www.icicilombard.com/investor-relations.

During the year under review, the Company has sent reminders to the shareholders who have their unpaid / unclaimed dividend lying with the Company to raise a request for claiming such dividend. The Company has provided necessary assistance to the shareholders for claiming their unpaid / unclaimed dividend. As a result of this, the Company has reduced quantum of unpaid/unclaimed dividend of earlier years.

Shareholders who have still not claimed their unpaid / unclaimed dividend and hold shares in dematerialised form, are requested to update their bank account details including IFSC and MICR with their respective Depository Participant(s). Further, shareholders holding shares in physical form, are requested to raise a request by sending an e-mail to einward@kfintech.com or investors@icicilombard.com.

Further, pursuant to the provisions of Section 124 of the Act, read with the relevant Rules made thereunder, shares on which dividend has not been paid or claimed for seven (7) consecutive years or more shall be transferred to IEPF. During the year, the Company was not required to transfer any shares to IEPF.

In accordance with the IEPF Rules, the Board of Directors of the Company have appointed Vikas Mehra, Company Secretary as a Nodal Officer and Akshay Parekh, Chief Manager-Secretarial as a Deputy Nodal Officer for the purpose of co-ordinating with IEPF authorities. The details of unpaid / unclaimed dividend along with its due date of transfer to IEPF, details of Nodal Officer and Deputy Nodal Officer are hosted on the website of the Company and can be viewed at https://www.icicilombard.com/investor-relations.

vi) Share Transfer System

SEBI vide its notification dated January 24, 2022 has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialised form. In case shares are held in electronic form, the transfers are processed by National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") through respective Depository Participant(s) ("DPs").

SEBI through its Circulars, has mandated holders of physical securities to furnish their KYC details which includes details such as PAN, Nomination, contact details, bank account details and specimen signature. Any folio wherein any of the mentioned document/details are not available on or after October 1, 2023, will be frozen by Registrar and Transfer Agents ("RTA"). The shareholders of the frozen folio shall be eligible to lodge grievance or avail service request from the RTA only after furnishing the documents/details as aforesaid. Further, the dividend of such frozen folios shall be processed only through electronic mode. Such frozen folios shall be referred by the RTA / the Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and/or Prevention of Money Laundering Act, 2002, if they continue to remain frozen as on December 31,2025. The Company has sent individual letters to all the shareholders holding shares of the Company in physical form for furnishing their PAN, KYC, and nomination details. The relevant Circular(s) and necessary Forms in this regard have been made available on the website of the Company at https://www.icicilombard.com/investor-relations

Accordingly, the members are advised to register their details with the RTA or DP(s), in compliance with the aforesaid SEBI guidelines for smooth processing of their service requests and trading without any hindrance.

Members of frozen demat accounts shall raise a request to the Company or its RTA by sending an email to investors@icicilombard.com and einward.ris@ kfintech.com respectively. Members may also refer to Investor FAQs hosted on the website of the Company at https://www.icicilombard.com/investor-relations.

In accordance with the provisions of Regulation 40(9) of the Listing Regulations, the Company obtains a certificate from a Practicing Company Secretary on a yearly basis certifying that all certificates have been issued within thirty days of the date of lodgement for transfer, subdivision, consolidation, renewal, exchange or endorsement of calls/ allotment monies and the same is filed with the Stock Exchanges.

vii) Dematerialisation of Shares and Liquidity

The Company's shares are compulsorily traded in dematerialised form on NSE and BSE. As on March 31, 2023, mode of shareholding in the Company is represented below:

Under the Depository System, the International Securities Identification Number ("ISIN") allotted to the Company's equity shares is INE765G01017.

viii) Registrar and Transfer Agents

For Equity Shares of the Company, the Registrar and Transfer Agent of the Company is KFin Technologies Limited (Formerly known as KFin Technologies Private Limited).

For Non-Convertible Debentures of the Company, the Registrar and Transfer Agent of the Company is BgSE Financials Limited.

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

x)    Outstanding Global Depository Receipts or American Depository Receipts or warrants or any convertible instruments, conversion date and likely impact on equity

This is not applicable to the Company, since the Company has not issued Global Depository Receipts or American Depository Receipts or any convertible instrument.

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

The Company is exposed to foreign exchange risk and the impact of which is not material on the financial statements. The Company does not undertake any commodities business and entered into any hedging transactions for said risks.

xii)    Details of utilisation of funds

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

xiii)    Plant Locations

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

xiv)    Correspondence Address

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

Sarvesh Agrawal/ Vikas Mehra

ICICI Lombard General Insurance Company Limited

ICICI Lombard House,

414, Veer Savarkar Marg,

Near Siddhivinayak Temple,

Prabhadevi, Mumbai-400 025 Tel No. : +91-22-6196 1100

E-mail: ir@icicilombard.com and investors@icici/ombard. com

xv)    Debenture Trustee

Axis Trustee Services Limited

2^nd Floor, Wadia International Center,

Pandurang Budhkar Marg,

Worli, Mumbai 400 025 Tel No.: +91-22-6226 0075 E-mail: response@axistrustee.in Website: www.axistrustee.in

Pursuant to the exercise of Call Option for redemption of ' 2.20 billion subordinated debentures on August 23, 2022, the credit rating of "[ICRA] AAA(Stable)" assigned by ICRA Limited and "CRISIL AAA/Stable" assigned by CRISIL Ratings Limited to the Company was withdrawn.

AM Best has assigned a Financial Strength Rating of B++ (Good) and a Long-Term Issuer Credit Rating of "bbb+" (Good) to the Company. The ratings reflect the Company's balance sheet strength, which AM Best assesses as very strong, as well as strong operating performance, neutral business profile and appropriate enterprise risk management.

DISCLOSURES

Related party transactions

There are no materially significant related party transactions that may have potential conflict with the interest of the Company. The Policy on Related Party Transactions has been hosted on the website of the Company.

Details of non - compliance by the Company, penalty, strictures imposed on the Company by the stock exchange, or SEBI or any statutory authority on any matter related to capital markets

No penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or any other Statutory Authority, for any non-compliance on any matter relating to capital markets, during the last three years.

COMPLIANCE WITH MANDATORY REQUIREMENTS

The Company has complied with all the applicable mandatory requirements as prescribed under the Listing Regulations:

ADOPTION OF NON-MANDATORY REQUIREMENTS

The Company has complied with all applicable mandatory requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 of the Listing Regulations. In addition to the mandatory requirements, the Company has also adopted the following non-mandatory requirements:

(i)    Audit Qualifications

The Company's financial statements are unqualified / unmodified.

(ii)    Reporting of Internal Auditor

The Internal Auditor presents the key audit findings of internal audit department of the Company to the Audit

Committee on a quarterly basis along with compliance status on key audit findings reported in previous Audit Committee Meetings. Also, Internal Auditor of the Company presents Risk Based Audit Plan to the Audit Committee.

(iii) Separate posts of Chairperson and the Managing Director or the Chief Executive Officer

The Company has appointed separate persons to the post of Chairperson and Managing Director & CEO.

The Chairperson of the Company is a Non-executive, Independent Director and is not related to the Managing Director & CEO as per the definition prescribed in Section 2(77) of the Act.

RIGHTS AND EQUITABLE TREATMENT OF ALL SHAREHOLDERS

The Company realizes the rights of the shareholders and strive to facilitate the same through providing opportunity to participate effectively and vote in general meetings ensuring effective shareholder participation in key corporate governance decisions, such as nomination and election of members of Board of Directors, etc.

The Company provides an opportunity to all the shareholders of the Company to exercise their vote and participate in, and be sufficiently informed of decisions concerning fundamental corporate changes.

The Company has a Board constituted Committee, viz., Stakeholders Relationship Committee who oversees the queries / complaints of the investors and ensure its timely redressal. The status of queries / complaints is reported to the Stakeholders Relationship Committee, Audit Committee and Board of Directors. The Company has implemented various mechanisms for the investors to raise a query / complaint and has determined reasonable timeline for their redressal.

The Company has hosted the "Grievance Redressal Mechanism" on its website. Investors may write in case their query / complaint remains unattended / unresolved within the timeline as mentioned in the grievance redressal mechanism. The grievance redressal mechanism is hosted on the website of the Company and can be viewed at https://www.icicilombard. com/investor-re/ations.

PROTECTING INTEREST OF MINORITY SHAREHOLDERS

A qualified, diverse and independent Board of the Company ensures that interests of minority shareholders are protected. In order to ensure the same, the Company has set up a mechanism to redress the grievances of the shareholders received through various platforms such as SEBI Scores, Stock Exchanges, etc. The Company has also determined timeline for resolving the complaints / queries of the shareholders. The shareholders are also provided with the platform to raise a grievance at Company's dedicated email id i.e. investors@ icicilombard.com or through the Company's Registrar and Transfer Agent's e-mail ID i.e. einward.ris@kfintech.com.

In line with the SEBI Circular dated May 30, 2022, the Company has hosted the standard operating procedures for dispute resolution under the Stock Exchange arbitration mechanism for disputes between the Company and/or RTA and its shareholders/investors, on the website of the Company which

DETAILS OF MATERIAL SUBSIDIARIES INCLUDING DATE AND PLACE OF INCORPORATION AND THE NAME AND DATE OF APPOINTMENT OF THE STATUTORY AUDITORS OF SUCH SUBSIDIARIES

This is not applicable to the Company, as the Company does not have any subsidiary Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, this is not applicable as the Company has not filed any application for settlement under the Insolvency and Bankruptcy Code, 2016.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company has provided details of energy and technology absorption in Environmental, Social and Governance Report for FY2023 which is hosted on the website of the Company and can be viewed at https://www.icicilombard.com/docs/ default-source/esg/icici-lombard-environmental-social-and-governance-fv2023.pdf

FOREIGN EXCHANGE EARNINGS AND OUTGO

During FY2023, expenditures in foreign currencies amounted to ' 4.06 billion and earnings in foreign currencies amounted to ' 1.92 billion.

EMPLOYEE STOCK OPTION SCHEME

In FY2005, the Company had instituted an Employee Stock Option Scheme ("ESOS") to enable the employees and Directors of the Company to participate in its future growth and financial success. As per ESOS, the maximum number of options granted to any employee/Director in a year shall not, except with the approval of the Board, exceed 0.10% of Company's issued equity shares at the time of grant and the aggregate of all such options (net of forfeited/lapsed) is limited to 7% of Company's issued equity shares on the date of the grant.

The Scheme was instituted vide approval of its Members at the Extra-Ordinary General Meeting ("EGM") held on March 28, 2005 and subsequently amended by the Members of the Company at its EGM held on January 14, 2015.

Post listing of the Equity Shares of the Company, the revised Employee Stock Options Scheme has been approved by the

Members of the Company and new options were granted to the eligible employees under normal and special grant in year

2018.    Options granted under normal grant for the year 2018,

2019,    2020, 2021 & 2022 would vest in a graded manner over a three year period with 30%, 30% and 40%. Options granted under Special grant would have a lock-in period of 36 months from the date of grant with 50% of the options vesting on July 31,2021 and the remaining 50% vesting on July 31,2022. Exercise Period for all the grants would commence from the date of vesting and will expire on completion of five years from the date of vesting of stock options.

In line with Remuneration Policy of the Company and benefits of stock options granted as a compensation, the Members of the Company through Postal Ballot on March 15, 2020 had approved the increase in the existing ESOS pool, that can be granted to the "Eligible Employees" as defined under the Scheme, from current 5% to 7% of the aggregate of the number of issued shares of the Company from time to time, on the date(s) of grant of option(s).

Note:

*Amount realised by exercise of options includes ' 5,006,050 towards share application money for which allotment was made after March 31,2023.

The Company has granted Stock Options to the Eligible Employees from time to time aggregating to 5.75% of the issued equity share capital of the Company till March 31,2023. The Board of Directors at their Meeting held on April 18, 2023, based on the recommendation of the Board Nomination and Remuneration Committee, had approved the aggregate limit of all Options granted to the eligible employees from a maximum of 7% of the aggregate of the number of issued equity shares of the Company to a maximum of 8.98% of the aggregate of the number of issued equity shares of the Company from time to time, on the date(s) of grant of Option(s), subject to the approval of Members of the Company in the ensuing Annual General Meeting of the Company.

The approval of the Members of the Company is being sought for the amendment to the ICICI Lombard- Employees Stock Options Scheme-2005 in the Notice of the forthcoming AGM through item no. 16.

The proposed amendments to the ESOS as a whole, would be beneficial to all the eligible employees including those who hold Options which have not been exercised, and shall not be prejudicial to the interest of the option holders.

The ESOS of the Company is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB & SE Regulations").

The Company follows intrinsic value method for accounting of options granted under ESOS, hence there was no charge in the Revenue Accounts and Profit and Loss Account. The Company has also disclosed in the Notes to Accounts vide Schedule 16 forming part of Financial Statements, the impact on Profit and Loss account with corresponding impact on Earning Per Share on account of difference between the employee compensation cost computed under the Intrinsic value method and the employee compensation cost that shall have been recognised if the Company uses the Fair Value method.

The Annual Certificate on compliance with SBEB & SE Regulations, issued by Secretarial Auditor of the Company is being made available for inspection at the forthcoming AGM of the Company. The statutory disclosures as mandated under the SBEB & SE Regulations, have been hosted on the website of the Company at httDs://www.icicilombard.com/investor-relations.

ICICI LOMBARD EMPLOYEES STOCK UNIT SCHEME - 2023

The Board of Directors at their Meeting held on April 18, 2023, based on the recommendation of the Board Nomination and Remuneration Committee, had approved the adoption of ICICI Lombard Employees Stock Unit Scheme - 2023 ("Unit Scheme 2023") with effect from next year to the eligible employees of the Company, subject to the approval of Members of the Company in the ensuing AGM of the Company.

The Company had proposed to grant/offer/issue up to 50,00,000 Units, in one or more tranches over a period of five years from the date of approval of the Unit Scheme 2023 by the shareholders, which shall entitle the Unit holder one fully paid-up equity share of face value of ' 10/- of the Company (as adjusted for any changes in capital structure of the Company) against each Unit exercised and accordingly, up to 50,00,000 equity shares of face value of ' 10/- each fully paid-up (approximately 1.02% of the issued equity share capital of the Company as on March 31,2023) shall be allotted

to the Eligible Employees under the Unit Scheme 2023 upon exercise. The maximum number of Units granted to any Eligible Employee shall not exceed 20,000 Units in any financial year.

The approval of the Members of the Company is being sought for the said Scheme in the Notice of the ensuing AGM through item no. 17.

ANALYSIS OF CUSTOMER COMPLAINTS

Regulations, 2022 read with IRDAI (Listed Indian Insurance Companies) Guidelines, 2016.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the 'Green Initiative', the Company has effected electronic delivery of Notice of AGM, Postal Ballot, Annual Report and other communications to those Members whose e-mail IDs were registered with their respective DP(s) and downloaded from the depositories viz. NSDL/CDSL. The Act and the underlying rules as well as Regulation 36 of the Listing Regulations, permit the dissemination of financial statements and Annual Report in electronic mode to the Members. Your Directors are thankful to the Members for actively participating in the Green Initiative and seek your continued support for implementation of the Green Initiative.

As a part of green initiative, the Company is continuously encouraging its shareholders via communications to register their e-mail IDs with their respective DP(s). Facility for registering email ids on the Company's website was provided for the benefit of those shareholders who have not registered their email ids with their respective DPs so that they can receive copy of Annual Report and Notice of General Meeting of the Company.

To support this green initiative and to receive communications from the Company in electronic mode, Members who have not registered their e-mail addresses and are holding shares in physical form are requested to register the same with KFINTECH/the Company.

Members holding shares in physical form may also refer to FAQ hosted on the investor relations page on the Company's website at httDs://www.icicilombard.com/investor-relations.

The Company believes and endorse the 'Green Initiative' as it would not only rationalise the use of paper but also ensure prompt communication, avoid loss in transit and have reference value of the communication. As at March 31, 2023, approximately 95% shareholders of the Company have registered email IDs with their respective DPs and all communications to them were made through electronic mode. The Company has paid dividend to more than 99% shareholders through electronic mode in FY2023.

INDIAN ACCOUNTING STANDARD IMPLEMENTATION ROADMAP

IRDAI vide its circular dated March 1, 2016 had advised all Insurers to follow the Indian Accounting Standards as notified

under the Companies (Indian Accounting Standards) Rules, 2015 for accounting periods beginning from April 1, 2018 onwards, with comparatives for the period ending March 31, 2019 and subsequently IRDAI vide its circular dated June 28, 2017 deferred the implementation of IND AS in the Insurance Sector in India for a period of two years and the effective period of implementation of IND AS in insurance sector was deferred to FY2021.

IRDAI vide its circular dated January 21, 2020 had further deferred the implementation of IND AS and the effective date of implementation would be decided after the finalisation of International Financial Reporting Standards ("IFRS") 17 by International Accounting Standard Board ("IASB").

IRDAI vide communication no. 100/2/Ind AS - mission mode/2022-23/1 dated July 14, 2022, advised the insurers to set up a Steering Committee to facilitate smooth transition to IND AS. In compliance with the regulatory requirements, the Company has constituted a Steering Committee headed by Gopal Balachandran, Chief Financial Officer & Chief Risk Officer to oversee the implementation of IND AS. The Steering Committee consists of members of Management Committee and cross operational teams for appropriate representation. Periodic meetings of the Steering Committee are being held to review the progress made towards implementation, issues / challenges and course of action to mitigate the same. The Steering Committee is also updating the Audit Committee of the Board on the progress in preparedness towards IND AS implementation process on a quarterly basis.

The IASB's new standard for insurance contracts i.e. IFRS 17 is now effective for annual reporting beginning on or after January 1, 2023. Ministry of Corporate Affairs have still not notified the IND AS 117. A draft of IND AS 117 is available in public domain.

The Company has initiated steps to progress towards IND AS convergence. The Steering Committee has detailed out phase wise approach for implementation and is in process of onboarding knowledge partner and technology partner to assist in IND AS convergence.

IRDAI has also constituted an Expert Committee involving Institute of Chartered Accountants of India (ICAI), Institute of Actuaries of India (IAI) and Insurance industry experts to address implementation issues of IND AS / IFRS in insurance sector.

CORPORATE POLICIES

The Company has provided link of Policies / Frameworks / Code at appropriate places in this Report, however, the following compilation of Policies / Frameworks / Code along with weblink for accessing the same has been included for easy reference:

130 ICICI Lombard General Insurance Company Limited

ACKNOWLEDGEMENTS

The Company is grateful to the Insurance Regulatory and Development Authority of India, Ministry of Corporate Affairs, Government of India, Reserve Bank of India, Securities and Exchange Board of India for their continued co-operation, support and guidance. The Company wishes to thank its investors, rating agencies, depositories, registrar & transfer agent(s) and stock exchanges for their support.

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

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

For and on behalf of the Board Lalita D. Gupte

Chairperson DIN: 00043559

Date: April 18, 2023 Place: Mumbai