Corporate Governance Policy
The Company ensures good governance through the implementation of effective policies and procedures, which is mandated and regularly reviewed by the Board or the committees of the members of the Board.
The Company functions under the able direction of the Board of directors and through the procedures and policies mandated by the Board.
- The Board's key purpose is to ensure the company's prosperity by collectively directing the company's affairs, whilst meeting the appropriate interests of its shareholders and stakeholders.
- The Board is primarily responsible for :
- Establishing vision, mission & values and determining, reviewing the goals, policy of the Company from time to time.
- Setting strategy and structure and deciding the means to implement and support them.
- Delegating to management, Determining monitoring criteria to be used and ensuring effectiveness of internal controls.
- Exercising accountability to shareholders and be responsible to relevant stakeholders
- Management & Control
For better monitoring and control, the Board has constituted Board level Committees as under:
- Audit committee of the Board
- Board Supervisory ALCO.
- Risk management Committee
The Company has in place the Audit Committee in accordance with the provisions of the Companies Act, 1956 and applicable provisions of the RBI Directions.
The terms of reference, the powers and role of the Committee encompass accounting matters, financial reporting and internal controls. They primarily include the review of systems and procedures of internal control, review financial operating systems, ensure compliance with regulatory guidelines, review accounting policies, review pending litigation, etc.Asset Liability Management Committee (ALCO)
The ALCO is primarily responsible for monitoring the asset liability gap and strategize action to mitigate the risk associated with the business of the Company from time to time.
The broad functions of the ALCO include:
- Ensuring adherence to limits regarding management of risks as set out by the Board;
- Deciding on business strategy in line with the budget and risk management objectives;
- Funding requirements: Based on the quantum of business expected for the following quarter, half year and year, determine the level of funding required, in order to ensure that adequate funding is at all times available to meet the needs of the Company's business.
- Identifying suitable funding sources, including committed stand by lines, desired maturity profile, mix of incremental liabilities;
- Articulate current interest rate view, develop a view on the future direction of interest rates and accordingly decide on funding mixes, resources etc.
The Credit committee consists of Directors and Senior executives. The Credit committee critically analyses the credit proposals placed before it.
Pursuant to the guidelines on Fair Practices Code issued by National Housing Bank, the Company has adopted a policy on Fair Practices Code which is posted on the website of the Company and also a regular review on the implementation of the same is conducted by committee members.
At IIFL, Risk management is integrated seamlessly into business strategy. The objective of our risk management process is to insulate the Company from risks associated with the business while simultaneously creating an environment conducive for its growth. It entails a comprehensive estimation, control and review of risks to protect organizational value.
Risk Management also forms a critical part of our training module across all levels so that all employees are trained on risk management and implications thereof. The Company's well-defined organizational structure, documented policies and Standard Operating Procedures (SOPs), authority matrix and internal controls ensure efficiency of operations, compliance with internal policies and regulatory requirements. At the Company, a governance process has been institutionalized, which ensures that risk management concepts and policies are applied to all business and risk types. Decision making levels are based on the Company's objectives and risk tolerance limits. Many of the critical decision levels for investments, major lending, and policy initiatives are institutionalized through appropriate committees consisting of senior officials and experts. Strategies, policies and limits are designed to ensure that risks are prudently diversified. Risk mitigating activities are reviewed periodically by senior management and further at the Board.
Our experienced compliance, audit and risk management team plays a vital role in ensuring that the rules and regulations are strictly followed in all its process, not just in letter but also in spirit. The risk management discipline is centrally initiated but prudently decentralized; percolating to the line managers and helping them mitigate risks at the transactional level, the most effective form of risk management.
The financial services sector is aligned to a variety of factors linked to the domestic economic development and also global developments. Any economic event happening across the globe can have a direct or indirect impact on your Company. To mitigate this, your company diversified product mix comprising of mortgage/ home loans, gold loans, loans against securities, medical equipment financing and commercial vehicle loans.
Over the years, your Company has built in systems, processes, checks and balances, which ensures that operating managers say 'No' to poor quality in pursuit of instant results, short cuts, stop-gap alternatives, and unfair / ad hoc policies and cutting corners, among others. Also, it has in place stringent employee code of conduct and trading guidelines, which are to be followed by every employee. The Company's policy ensures monitoring and strict disciplinary actions against those deviating from the same.
The company has institutionalized a number of measures to secure customer interests. Our lending business system provides for day to day customer security vaults, loan balances and interest dues whereby customers can get to know their up-to-date dues instantly through the branches. We have established a strong system of proper custody/safe keeping of securities documents at a centralized vault system and gold jewellery at the respective branches in safe vaults and controls through webcam, access control, alarms, etc. The Company makes a constant and concerted effort to educate customers of the Do's and Don'ts.
For credit and Finance business, we have a multi-level credit & Investment Committee consisting of directors of the board / HODs to consider medium to bigger credit proposals while the smaller proposals are decided at lower levels as per our approval matrix. Proposal formats for each type of loans have been standardized and contain comprehensive information on the proposal. The credit proposals are formally presented in the standard format, which are then evaluated and approved by the committee.
The Company has in place Risk Management Committee and Asset Liability Management Committee (ALCO) consisting of directors and senior officials, which regularly meet and review the policies, systems, controls and positions of credit and finance business. The risk committee reviews the risk management processes covering credit and underwriting controls, operations, and technology and compliance risks. The ALCO committee reviews the strategic management of interest rate and liquidity risk, review of product pricing for various loans and advances, desired maturity profile and mix of the incremental asset and liabilities. It also reviews the funding policies of your Company in the light of interest rate movements and desired fund mixes particularly fixed / floating rate funds, wholesale / retail funds, money market funding etc. In order to enable frequent reviews and actions, an internal ALCO committee has also been put in place consisting of the business heads, finance and treasury heads, which meet on a monthly basis, analyse and initiate appropriate actions keeping in view the emerging conditions.
The supervisory ALCO Committee of the Board ensures that the business and risk management strategy operates within the limits/parameters set by the Board and reviews the functioning of the internal ALCO Committee. It also reviews the company's funding strategy and implementation of ALCO decisions.
The Management understands the importance of technology in the business segments it operates and lays utmost emphasis on the system development and use of best technology available in the industry. The management keeps itself abreast of technological advancements in the industry and ensures continued and sustained efforts towards absorption of technology, adaptation as well as development of the same to meet the business needs and objectives.
The Company's in-house technology team developed and deployed several software applications for our loan and finance business as well as our support functions.
Mobile and tablet friendly versions of the trading platform have been launched and have gained significant adoption.
The businesses are carried on under separate division/ companies and are regulated by a respective regulator and as such compliance forms a critical part of operations of the group. The Company has a full-fledged compliance department manned by knowledgeable and experienced professionals in compliance, secretarial, legal and audit fields, which guides the businesses/support functions on all regulatory compliances and monitors implementation of new or changes in regulations/circulars, ensuring all the regulatory compliances and reporting of the group.
The compliance and audit discipline extends across the entire transaction cycle: KYC process, term sheet/agreements, vetting transaction execution, transaction settlement involving securities, loan documentations, pre and post disbursement, fund transfer, customer reporting, regulatory information/returns/reports to various regulatory authorities etc. Being in the finance and financial services, the company has put in place adequate systems and controls to ensure compliance with anti-money laundering standards. We have instituted special purpose audits for credit audit, systems audit, portfolio management audit, fund management etc. The compliance requirements across the various service points have been communicated comprehensively to all through compliance manuals and circulars. To ensure complete involvement in the compliance process, heads of the every business/zones/area offices and departments submit quarterly compliance reports, the compilations of which are reviewed by the Audit Committee/ Board and also submitted to regulatory bodies periodically.
The Company has invested in ensuring that its internal audit and control systems are adequate and commensurate with the nature of business and the size of our operations. The internal control system is supplemented by concurrent and internal audits as well as special audits and regular reviews by management. The Company from time to time has retained a reputed global firm as its Group Internal Auditors. The Company also retains a few specialized Audit firms to carry out specific / concurrent audit of some critical functions such as Half yearly internal audit of broking business mandated by SEBI/Exchanges, KYC process, demat transfers, pay-outs, systems audit, branches & sub brokers audits, mutual fund and AIF operations audit, credit audit, loan documentation audits, pre and post disbursement audit etc. The Company also has an internal team of audit professionals at head office in Mumbai, supported by regional teams at zonal offices. The internal team undertakes special situation audits and follows up on implementation of Internal Auditors' recommendations and action taken reports. The Auditors' reports and rectifications / implementations of audit observations, action taken report are reviewed by the top management and Audit Committee at regular intervals. The Board/Audit Committee, on -basis a quarterly reviews instances of fraud and action taken on the same as well as implementation of the necessary systems and controls to strengthen the system and prevent such recurrence. The internal processes have been designed to ensure adequate checks and balances at every stage. The processes are reviewed periodically by Internal Auditors as well as Audit Committee and strengthened from time to time. Your Company also has to comply with several specific audits that are required by regulatory authorities such as SEBI / Exchanges / Depositories and the reports are submitted to the regulators periodically.