GOVERNANCE FRAMEWORK

PROGRESS UNDERPINNED BY STRONG CORPORATE GOVERNANCE

Our well-defined governance structure help us create and protect value over the short, medium and long term.
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COMPOSITION AND COMMITTEE MEMBERSHIP OF THE BOARD

The Board comprises 12 members, including 6 Independent Directors, 5 Non-Executive Directors and one Managing Director.

The Board functions through 7 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, Corporate Social Responsibility Committee and IT Strategy Committee. An Independent Director has been nominated as the Chairperson on all the Committees except CCB.

BOARD DIVERSITY

We have a well-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 Company has in place a Board Diversity Policy, which views performance through the lens of inclusivity.

BOARD 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. The Board also engages with the senior management, through its Committees, for matters related to delegated areas.

CODE OF CONDUCT

The Board 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. The Code provides guidance on matters related to professional conduct, ethics and governance, while discharging their obligations as Directors of the Company. The Board 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 our 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 our 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.