At KVB, we firmly believe that good corporate governance is a product of a positive work culture and that profitability and growth cannot be achieved by overlooking this. Therefore, we adhere to the highest standards of corporate governance and uphold ethical business practices. Our robust risk management framework helps us navigate market fluctuations, while our effective governance practices ensure reliable performance reporting and strong internal oversight over processes.
The Board of Directors ensures the integrity of corporate governance, shapes policies, offers strategic guidance and oversees management operations.
Board committees conduct a detailed examination and focus on specific matters, effectively managing the Board’s time. These committees are empowered by the Board and operate within the defined scope of the Charter.
The leadership team ensures the efficient execution of strategic and policy decisions approved by the Board and Committees while staying informed about relevant updates.
The Board of Directors at KVB understands the business dynamics and environment, as well as the challenges and opportunities inherent in Bank’s operations. The Board provides strategic guidance, monitors the management and remains accountable to the Bank and our shareholders. Annually, the Management presents business strategies to the Board. The Board regularly reviews progress towards strategic goals and acts in good faith, safeguarding shareholders' interests.
We recognise the value of a diverse Board in leveraging a wide range of viewpoints, skills, and experiences to enhance our competitive advantage and achieve strategic objectives. Our well-rounded Board, aligned with the Bank's Diversity Policy and RBI regulations, comprises Nine Directors, with majority being Independent Directors who hold key positions in Board Committees.Our Board includes a Managing Director and Chief Executive Director, two Non-Independent Directors, and six Independent Directors, reflecting our commitment to inclusivity and responsible decision-making.
The Board is dedicated to upholding accountability and transparency by delivering accurate and comprehensive financial and non-financial reports, complemented by a robust feedback mechanism. We adhere to industry-leading disclosure practices and undergo internal and/or external assurance and governance procedures to ensure the integrity of our operations.
The Committees constituted by the Board play a critical role in imparting in-depth scrutiny of the agenda items, focused attention on specific areas and arriving at informed decisions within the delegated authority.
We have constituted various Board level Committees at our Bank, in order to have dedicated attention to various areas:
We have constituted an Internal Complaints Committee in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The purpose of the Committee is to provide protection against sexual harassment of women at the workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto. The Committee has not received any complaints during FY 2022-23.
We have put in place a ‘Whistle-Blower Policy’ in compliance with the provisions of the Companies Act, 2013, Regulation 4(2)(d) the SEBI (LODR), 2015 and SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended. This policy also incorporates suggestions of the Protected Disclosure Scheme for Private Sector Banks instituted by the Reserve Bank of India. Under the Whistle-Blower Policy, the employees and stakeholders are free to report violations of applicable laws and regulations and the Code of Conduct. The objective of the policy is to identify any untoward events with the help of the employees and to take timely corrective measures to prevent/protect the Bank at the initial stage itself. This mechanism also provides adequate safeguards against the victimisation of employees who avail of this mechanism and also provides for direct access to the Chairman of the Audit Committee of the Board, in exceptional cases. No persons covered under the Whistle-Blower mechanism has requested direct access to Chairperson of the Audit Committee during the year. The details of the Whistle-Blower Policy are available on the website of the Bank https://www.kvb. co.in/docs/whistle-blower-policy.pdf.
Bank has put in place a Code of Conduct & Ethics for Directors and Senior Management of the Bank, in order to provide guidance in recognizing; dealing with ethical issues, mechanisms to report unethical conduct and to help foster a culture of honesty and accountability. The Code also promotes ethical values and is the manifestation of the Bank’s commitment to the successful operation of the business in the best interest of the shareholders, creditors, employees and other business associates.
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