Corporate Governance


Introduction

CoverMark Infra Finance follows the highest standards of corporate governance. It is governed by an independent board that ensures separation of policy formulation and supervision from the executive management. The company is guided by committees of Independent Directors and senior representatives from the parent company CoverMark. Its philosophy ensures compliance with the legal and regulatory frameworks, and adherence to transparency, accountability and professionalism.

As part of Corporate Governance process, the Company has formed the following Committees
• Audit Committee
• Asset Liability Management Committee
• Investment & Credit Committee
• Nomination & Remuneration Committee
• Risk Management Committee
• Securities Transfer Committee
• Corporate Social Responsibility Committee
• Stakeholder Relationship Committee


Fair Practices Code

Introduction

The Company's business would be conducted in accordance with prevailing statutory and regulatory requirements, with clue focus on efficiency, customer-orientation and corporate governance principles — all of which form part of CoverMark’s Board approved Investment and Credit Policy.

In addition, the Company would adhere to the Fair Practices Code in its functioning, the key elements of which are as follows:
 

Vigil Mechanism

In the Financial Services business, we are keen to promote a culture of openness and fair dealing. One of the important values which we wish to promote and practice is Integrity. We, therefore, need to provide avenues for employees and outsiders to report any issues of non-compliance to standards of high integrity. One such mechanism is Whistle Blowing.

In this regard, we have formulated a Vigil Mechanism Policy, under which the 'Whistle Blower Investigation Committee (-the Committee") has been set up. The objective of the said policy is to establish a redressal forum, which can address all concerns raised on questionable practices, which violate the principles of integrity. The Chairman of the Committee is the Chief Ethics Officer of the Company responsible for receiving, validating, investigating and reporting to the Audit Committee of this matter. The Chief Internal Auditor of CoverMark Financial Services will act as 'Chief Ethics Officer.

The Committee shall take necessary actions of maintaining confidentiality within the organization on matters brought to its attention. The outcome of the investigation will be kept strictly confidential.

The Management would like to assure all employees that they will be protected from unfair termination, threat of termination, disciplinary action, transfer, demotion, refusal of promotion or any other unfair prejudicial employment practices, which the Whistle Blower may face from any quarters within the Company clue to the act of whistle blowing/exercising vigilance.


Terms of Independent Directors

Terms And Conditions Of Appointment Of Independent Directors

Term of appointment as an Independent Director

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company.

The Independent Directors shall be eligible to be re-appointed for another term of up to five consecutive years subject to their willingness, approval of the Board of Directors based on performance evaluation, other factors and shareholders' approval by way of special resolution.


Role, Responsibilities and Functions

The Independent Directors shall:
• help in bringing an independent judgment to bear on the Boards deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
• bring an objective view in the evaluation of the performance of Board and management;
• scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
• satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;
• safeguard the interests of all stakeholders, particularly the minority shareholders;
• balance the conflicting interest of the stakeholders;
• determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;
• moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholders interest.


Duties

 The Independent Directors shall:
• undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company;
• seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the Company;
• strive to attend all meetings of the Board of Directors and of the Board committees of which he is a Member;
• participate constructively and actively in the committees of the Board in which they are chairpersons or members;
• strive to attend the general meetings of the company;
• where they have concerns about the running of the company or a proposed action, ensure that these are     addressed by the Board and to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
• keep themselves well informed about the company and the external environment in which it operates;
• pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company;
• ascertain and ensure that the Company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
• report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct;
• acting within his authority, assist in protecting the legitimate interests of the Company, shareholders and its employees;


Separate meetings

• The Independent Directors of the Company shall hold at least one meeting in a year, without the attendance of Non-Independent Directors and members of management;
• All the Independent Directors of the Company shall strive to be present at such meeting;
• The meeting shall:

1.  review the performance of non-Independent Directors and the Board as a whole;
2.   review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;
3.  assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.


Remuneration

Independent Directors, shall be entitled to receive remuneration by way of fee for attending meetings of the Board or Committee thereof. Further, Independent Directors, shall also be entitled to receive reimbursement of expenses for participating in the Board and other meetings and commission at a specified percentage of the net profits as per the provisions of the Act.


Liabilities

an Independent Director shall be held liable, only in respect of such acts of omission or commission by a company which had occurred with his knowledge attributable through board process, and with his consent or connivance and where he had not acted diligently.