Code of Conduct For Board And Senior Management
- Manappuram Finance Ltd is committed to upholding the highest standards of moral and ethical values in the conduct of its business. The board of directors, senior management and all employees of this company share this commitment. The company has adopted the following code of conduct as its policy guide in the conduct of its business. Commitment to ethical professional conduct is expected of every member and all employees should understand and implement the code adopted by the company in its true spirit. For the purposes of this code the Board means all directors of the company including the chairman and managing director. Senior management shall mean Deputy General Managers, all functional heads reporting to the Chief Executive Officer and the Company Secretary.
- Honesty, integrity and diligence are the fundamental aspects qualifying every act on the part of the board and senior management. They should act in good faith for and on behalf of the company and adopt the highest standards of personal ethics, integrity, confidentiality and discipline in dealing with all matters relating to the Company
- Any confidential information obtained during the course of their duty should not be used for personal aggrandizement or financial gain to self or to a third party.
- They shall not engage in any business, which is detrimental to the interests of the company. They shall maintain the confidentiality of all material and non-public information about the company or its business and must always act in the best interests of the Company and its stakeholders.
- They Shall not accept any gifts, benefits in cash or in kind or other personal favours from the customers or from those seeking any business from the company and shall conduct the activities outside the Company in such manner as not to adversely affect the image or reputation of the Company.
- The directors shall not associate with other Non Banking Financial Companies registered with RBI outside the group either as a Director or in any managerial or advisory capacity, (not including statutory compliance and audit) without the prior approval of the Board.
- They must obey existing local, state, national, and international laws unless there is a compelling ethical basis not to do so.
- They shall strive to achieve the highest quality, effectiveness and dignity in their work and must accept social responsibilities for their acts
- They shall always abide by the Code of Conduct, and shall be accountable to the Board for their actions/violations/default
Independent directors shall have following 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;
- ·not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
- 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 or ethics policy;
- acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
- ·not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.
In addition to the above duties an independent director shall be subject to following professional conduct:
An independent director shall:
- Uphold ethical standards of integrity and probity;
- Act objectively and constructively while exercising his duties;
- Exercise his responsibilities in a bona fide manner in the interest of the company;
- Devote sufficient time and attention to his professional obligations for informed and balanced decision making;
- Not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
- Refrain from any action that would lead to loss of his independence;
- Where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly;
- Assist the company in implementing the best corporate governance practices.
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 processes, and with his consent or connivance or where he had not acted diligently with respect of the provisions contained in the Listing Agreement.
Change in Directorship
- Mr.Shailesh Mehta Stepped Down as director of the board of the company with effect from 22.08.2018.
- Mr. V.M Manoharan, stepped down as a director of the board of the company w.e.f 25th July 2014.
- There has been change in the designation of Mr. I Unnikrishnan from ED and deputy CEO to Non- Executive Director w.e.f. 30th Novemebr 2014.
- Mr.I.Unnikrishnan stepped down as a director of the board of the company w.e.f 05.11.2015.
- Mr. Amla Samanta has been appointed as an Independent Director of the Board with effect from 06th August 2015.
- Mr. Pradeep Saxena Stepped Down as director of the board of the company with effect from 09.08.2016.
- Mr. Gautam Narayan has been appointed as an "Non Executive Director" of the Board with effect from 21st August 2018.
- Ms.Sutapa Banerjee has been appointed as Additional Director of the Board with effect from 06th February 2019.
- Dr.Amla Samanta Stepped Down as director of the board of the company with effect from 01.04.2019.
- Ms.Sutapa Banerjee has been appointed as Independent Director of the Board with effect from 01st April 2019.