COMPANY`S PHILOSOPHY:

Manappuram Finance Limited is committed to practice good Corporate Governance standards contained in the RBI instructions on Corporate Governance and SEBI (LODR) Regulations, 2015 . The prime objective is optimization of shareholder value by ensuring effective and cordial relationship with stakeholders and protecting their interests. The Company believes that its business plans and strategy should be consistent with the above objective and thereby leading to sustained corporate growth and long-term benefit to all. The principles of Corporate Governance Standards of the company places strong emphasis on transparency, accountability and integrity. The company follows these principles in all its business decisions and dealings.

BOARD OF DIRECTORS:

The Board of Manappuram comprises 12 directors drawn from various fields having considerable expertise in their respective areas. The board fulfills the requirements laid down in regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 with respect to its composition and functioning. There are 10 non-executive directors, out of which 9 are independent directors. A list of directors indicating their status is given in the table below:

SL NONAME OF DIRECTORPOSITION
1Mr. Shailesh. J. MehtaChairman, Independent and Non-Executive Director
2Mr. V.P. NandakumarMD & CEO
3Mr. P. ManomohananIndependent and Non-Executive Director
4Mr. V.R. RamachandranIndependent and Non-Executive Director
5Mr. Abhijit SenIndependent and Non-Executive Director
6Mr. Harshan KollaraIndependent and Non-Executive Director
7Mr. S.R BalasubramanianNon-Executive Director
8Ms. Pratima RamIndependent and Non-Executive Director
9Dr. Sumitha NandanExecutive Director
10Adv. V P SeemandiniIndependent Non-Executive Director
11T.C. Suseel KumarIndependent Non-Executive Director
12Sankaran Nair RajagopalIndependent Non-Executive Director

COMMITTEES OF THE BOARD: 

  • Audit Committee: The Company has constituted a qualified and independent audit committee as required under Section 177(1) of the Companies Act, 2013 as also in fulfillment of the requirements of in regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and RBI instructions. Audit committee functions under the Chairmanship of Mr. Abhijit Sen., Independent Director. There are Four other Independent Directors and one Non Executive Director in the audit committee, who possess sound knowledge of accounts, finance, audit and legal matters. The company secretary acts as the Secretary of the Audit Committee.

The constitution of the audit committee of the company is as under:

SL NONAMEPOSITIONSTATUS
1Mr. Abhijit SenCharimanNon Executive Independent
2Mr. P. ManmohananMemberNon Executive Independent
3Mr.Shailesh J MehtaMemberNon Executive Independent
4Mr. Harshan KollaraMemberNon Executive Independent
5Ms.Pratima RamMemberNon Executive Independent
6Dr.Sumitha NandanMemberExecutive Director.
  • Nomination, Compensation and Corporate Governance Committee: The Company has constituted a Nomination committee meeting the requirement of section 178(1) of the Companies Act,2013 and in regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 namely, Nomination, Compensation and Corporate Governance Committee.

Composition of Committee:

NAME OF THE MEMBERPOSITIONCATEGORY OF DIRECTORS
Mr. Harshan KollaraChairmanNon Executive Independent
Mr. Shailesh J MehtaMemberNon Executive Independent
Adv. V P. SeemandiniMemberNon-Executive Non-independen
  • Risk Management Committee An independent Risk Management Committee consisting mainly non-executive Directors has been constituted for the Company. The Committee is involved in the process of identification, measurement, monitoring and mitigation of the various risks faced by the Company. The Committee meets periodically and reports to the top Management and Board.

Composition of Committee:

NAME OF THE MEMBERPOSITIONCATEGORY OF MEMBERS
Mr. Abhijit SenCharimanNon-Executive Independent
Mr. P. ManomohananMemberNon-Executive Independent
Mr. V.P. NandakumarMemberExecutive
Mr. Shailesh J MehtaMemberNon-Executive Independent
Mr. Harshan KollaraMemberNon-Executive Independent
Ms.Pratima Ram    Member    Non-Executive Independent
  • Asset- Liability Management Committee (ALCO): Asset- Liability Management will be overseen by ALCO.Reserve Bank of India has stipulated templates for reporting Structural liquidity (DNBS-4B ). Dynamic Liquidity (DNBS 4A) and Interest Rate Sensitivity DNBS-4B). They have also provided indicative formats for compiling the figures. ALCO will use the indicative formats for compiling the figures and the Reports on DNBS 4B, and DNBS 4A  for reviewing the liquidity and interest rate risk. The Member-Secretary will arrange for convening the meetings of ALCO once a month or as and when needed depending upon the necessity.

Composition of Committee:

NAME OF THE MEMBERPOSITIONCATEGORY OF MEMBERS
Mr. V P. NandakumarChairmanMD & CEO
Mr.MadhumohanMemberCRO(Chief Risk Officer)
Mrs. Bindu A.LMemberCFO(Chief Financial Officer)
Mr. Jayakrishnan    MemberHead-Credit
  • Mr Harshan Kollara Director - on Invitation

  • CTO/Head IT - On Invitation

  • Chief Economist-On Invitation

  • Corporate Social Responsibility Committee (CSR Committee) The Company has constituted Corporate Social Responsibility Committee (CSR Committee) which have substantial roles and responsibilities in respect of projects to bere commended to the board and also for the monitoring of the CSR projects, reporting. CorporateSocial Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company, which has been approved by the Board.

Composition of Committee:

NAME OF THE MEMBERPOSITIONCATEGORY OF DIRECTORS
Mr. V.R. RamachandranChairmanNon Executive Independent
Mr. V P. NandakumarMemberExecutive
Mr. Abhijit SenMemberNon Executive Independent
Mr.S R BalasubramanianMemberNon Executive Non-Independent
Adv.V.P.SeemandiniMemberNon Executive Independent
  • Debenture Committee The Debenture Committee has been constituted by the Board of Directors for public Issuance of debentures of the company.

Composition of Committee:

NAME OF THE MEMBERPOSITIONCATEGORY OF MEMBERS
Mr. V P. NandakumarChairmanMD & CEO
Ms. Bindu A.LMemberCFO(Chief Financial Officer)
Mr. Manoj Kumar VR    MemberCompany Secretary
  • Stakeholders Relationship and Securities Transfer Committee The company has constituted a Stakeholders Relationship and Securities Transfer Committee under the chairmanship of Mr. V R Ramachandran, an independent director, to approve /authenticate security transfer requisitions submitted by the RTA in respect of listed securities and the transfer requisitions submitted to the Company, in respect of unlisted securities and also to monitor the investor complaints/grievances, ensure quick redressal of investor complaints associated with transfer/ transmission / dematerialisation of shares, non receipt of Balance Sheet, Dividend warrants etc

Composition of Committee:

NAME OF THE MEMBERPOSITIONCATEGORY OF DIRECTORS
Mr. V.R. RamachandranChairmanIndependent Director
Mr. V.P. NandakumarMemberMD & CEO
Mr. P. ManomohananMemberIndependent Director
Mr.S R Balasubramanian    Member    Non Executive Non-Independent
Adv.V.P.Seemandini    Member    Non Executive Independent
  • Financial Resource & Management Committee The Financial Resources and Management Committee hasconstituted by the Board of Directors to facilitate the day to day management of the company.

Composition of Committee:

NAME OF THE MEMBERPOSITIONCATEGORY OF DIRECTORS
Mr. V. P. NandakumarChairmanMD & CEO
Mr. ManomohananMemberNon Executive Independent
Mr. V.R. RamachandranMemberNon Executive Independent
Ms.Pratima Ram   MemberNon Executive Independent
Dr.Sumitha Nandan   MemberNon Executive Independent

The committee’s function is to oversee and deal with the following operational matters from time to time

  • Connected Lending: In order to obviate conflict of interest in the lending operations of the Company, there is virtual prohibition of grant of any loan or advance or non fund based facility to any of the Directors, their relatives, the concerns in which they are interest as Directors, partners, managers, employees or guarantors or the entities in which they hold substantial interest. A quarterly statement in this regard is being regularly submitted to RBI in the prescribed format.

  • IT Strategy Committee IT Strategy Committee has constituted by the Board of Directors to ensure proper IT Governance in the Company.

Composition of Committee:

NAME OF THE MEMBERPOSITIONCATEGORY OF DIRECTORS
Mr.Shailesh J MehtaMemberNon Executive Independent
Mr. Abhijit SenChairmanNon Executive Independent
Mr. S.R. BalasubramanianMemberNon Executive Non Independent
Dr.Sumitha Nandan    Member   Executive Director
Mr.Manikandan T G    Member    CTO
Kannan K J    Member    CISO

Appointment letter of Independent Directors

SL NONAME OF DIRECTORAPPOINTMENT LETTER
1Mr. P. ManomohananView
2Mr. V.R. RamachandranView
3Mr. Abhijit SenView
4Mr. Harshan KollaraView
5Mr. Shailesh MehtaView
6Ms.Pratima RamView
7Adv.V P Seemandini    View
8Mr.T.C.Suseel KumarView
9Sankaran Nair RajagopalView