Corporate Governance

Objective:

The Company strives to practice the highest standards of corporate governance process and procedures. In order to achieve this goal, the Company has constituted various Committees

Role of the Committees:

Each Committee has been constituted for specific functions and responsibility with a view to ensure:

  • accuracy, transparency, integrity, adherence to the internal rules and guidelines
  • process for monitoring compliance with applicable laws and regulations and code of conduct
  • the adequacy of system of internal controls and check
  • to advise, recommend necessary corrective steps

Audit Committee:

Terms of Reference:

  • Review the Annual Audited financial statements and Quarterly / Half Yearly financial statements to ensure that the financial statements are correct, sufficient and are in compliance with the governing Accounting Standards and more specifically the following:
    • Matters required to be included in the Director's Responsibility Statement forming part of the Board's report in terms of relevant provisions of the Companies Act, 1956 or any re-enactment thereof
    • 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 legal requirements relating to financial statements
    • Review and Disclosure of related party transactions
    • Qualifications in the draft audit report
  • Recommend to the Board appointment of internal auditor and statutory auditor
  • Review with the Management the adequacy of the internal controls including computerized information system controls and security
  • Review of Internal Audit Plan, adequacy of internal audit function and to advise on the scope and areas of audit
  • Review of 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
  • To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors
  • Review the Company's compliance with employee benefit plans
  • Review periodically operating policies of the Company
  • Carrying out any other function as may be assigned to the Committee by the Board from time to time

Authority:

The Audit Committee shall have the following powers in accordance with the terms of reference :
  • To investigate any matter within its terms of reference or in relation to the compliance with the applicable laws or referred to it by the Board
    • To seek information from any employee
    • To obtain outside legal or other professional advice
    • To secure attendance of outsiders with relevant expertise, if it considers necessary
    • To have access to the Company's records

Remuneration Committee:

Role:

The Remuneration Committee has been constituted to consider, approve and evaluate the compensation plans and policies for Executive Directors and Senior Management

Responsibilities and Authority:

  • Review annually the Compensation Structure for CEO, Directors and Senior Management
  • Review and Recommend to the Board Annual Increments, Incentive and Bonus Plans for Employees of the Company
  • Review and Recommend to the Board any other benefits, compensation or arrangements
  • To seek advice and assistance from Internal or External Legal Advisors

Asset Liability Management Committee:

Roles and Responsibilities:

  • To put in place Management Information System (MIS) for quick analysis and consolidation of data for managing the assets and liabilities with respect to maturity mismatches and various risks associated therewith
  • Monitoring and managing liquidity and interest rate structures
  • Review of Funding and Capital Planning
  • Review periodically the Market Scenario and preparation of Contingency plans
  • Approves pricing of assets and liabilities-balance sheet management
  • Devise a risk mitigation framework etc

Nomination Committee:

Role and Responsibility:

To ensure that the general character of the management or the proposed management of the Company is not prejudicial to the interest of its present and future depositors, if any, and to ensure 'fit and proper' status of the existing and proposed Director(s) of the Company

Risk Management Committee:

Roles and Responsibilities:

  • The Committee shall oversee, identify and evaluate internal and external risks associated with the business operations of the Company
  • The Committee shall monitor and approve the risk policies and framework, process and practice
  • Review the adequacy of risk mitigation framework and recommend necessary actions / process
  • Ensures compliance with statutory regulations and internal guidelines

Investment Committee:

Roles and Responsibilities:

  • The Committee reviews and approves the investment proposal within the approved framework
  • Review periodically performance of Investment portfolio
  • Monitors and ensures compliance with Statutory Requirements
  • Advise on corrective measures as required