PNB Housing maintains high standards in corporate ethics, transparent disclosure, integrity and accountability, which provides a strong foundation to the Company’s value-creation abilities.
COMPOSITION AND COMMITTEE MEMBERSHIP
The Board consists of ten members – seven Independent Directors, two Non-Executive Directors and one Managing Director.
The Board functions through six Committees, which have been assigned specific responsibilities. These are the Audit Committee, Risk Management Committee, Credit Committee of the Board, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The Committees are chaired by an Independent Director.
DIVERSITY
The Company has a diversified Board in terms of expertise, domain, educational qualification and industry experience. The Board has one female Independent Director. The Chairperson on the Board is a Non-Executive Director. The average age of the Board is 61 years. The Company has in place a Board Diversity Policy, which views performance through the lens of inclusivity.
AREAS OF RESPONSIBILITY
The Board and the Senior Management meet on a quarterly basis, and whenever required. Key discussion points include updates on business, financials, credit appraisal, human resources, regulations, enterprise risk management, and strategy. In addition, the Board meets annually to discuss and approve the business plan of the Company. The Board also engages with the Senior Management, through its Committees, for matters related to the delegated areas.
CODE OF CONDUCT
The Board has adopted a Code of Conduct, which is applicable and binding on all the Non-Executive Directors, including Independent Directors. The Code of Conduct for Non-Executive Directors was recently amended, in compliance with Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective from April 1, 2019. The Code provides guidance on matters related to professional conduct, ethics and governance, while discharging their obligations as Directors of the Company. The Board has also adopted a separate Code of Conduct for Executive Directors and the Senior Management.
ADDITIONAL POLICIES
The Company has a whistle-blower policy, which allows all employees to raise concerns about any serious irregularities within the organisation. Employees through this policy have direct access to the Chairperson of the Audit Committee. The Company has also put in place a grievance redressal mechanism for customers. There is a robust system to address shareholders’ grievances as well, wherein shareholders can send their complaints to the Company through dedicated email IDs: investor.services@ pnbhousing.com and investor.relations@ pnbhousing.com. The compliance and investor relations team keep a track of these emails and resolve the complaints of shareholders accordingly. These email addresses are posted on the Company website and are shared in releases to the stock exchanges. In addition, shareholders can directly approach the registrar and transfer agent (RTA), Link Intime India Pvt. Ltd.