Governance

Governance Structure

Board of Directors

The Board of Directors upholds corporate governance integrity, formulates policies, provides strategic direction, and supervises management operations.

Board Committees

We, at KVB, emphasise strong corporate governance through dedicated Board committees. These include Audit, Nomination and Remuneration, Risk Management, CSR, Customer Service, and Technology committees. Each committee plays a vital role in overseeing specific aspects of operations, ensuring compliance, and guiding strategic decisions. Composed of experienced directors, these committees uphold transparency, accountability, and support our commitment to excellence and stakeholder trust.

Leadership Team

The leadership team ensures the effective implementation of strategic and policy decisions endorsed by the Board and Committees, while staying updated on pertinent developments.

Board’s Role

Our Board of Directors are in cognizance of the complexities in the banking environment and oversees strategic guidance and management accountability. Annually, the Board reviews business strategies and progress toward goals, safeguarding shareholder interests. Committed to diversity and regulatory compliance, our nine-member Board includes a mix of Independent and NonIndependent Directors, ensuring inclusive governance and informed decision-making.

Accountability and Transparency

Karur Vysya Bank upholds accountability and transparency through rigorous governance practices. We ensure clear oversight of operations, financial reporting, and strategic decisions by our Board of Directors and relevant committees. Regular audits and reviews maintain transparency in all dealings, fostering trust among stakeholders. Our commitment to accountability extends to complying with regulatory requirements and disclosing information promptly and accurately to shareholders and the public, reinforcing our dedication to ethical conduct and sustainable growth.

We have established several Board-level committees at our bank to ensure focussed oversight in key areas:

Ethics, Code of Conduct and Policies

At Karur Vysya Bank, we adhere to rigorous policies, codes, and standards to ensure ethical conduct, security, and regulatory compliance across our operations:

• Ethics and Integrity: We cultivate a culture that values ethics, honesty, and integrity throughout the organisation, promoting responsible decision-making and transparency.
• Code of Conduct: Our code establishes principles for ethical behaviour, integrity, and compliance with legal and regulatory requirements for all employees and stakeholders. We have also implemented a Code of Conduct and Ethics tailored for Directors and Senior Management. This framework serves to guide ethical decision-making, addressing issues promptly and promoting a culture of transparency and accountability. It establishes mechanisms for reporting unethical behaviour, reinforcing our commitment to integrity and ethical values. The Code reflects our dedication to operating the bank in the best interests of shareholders, creditors, employees, and all stakeholders, fostering trust and sustaining successful business operations.
• Whistleblower Policy: We maintain a policy that encourages the reporting of any unethical behaviour or wrongdoing confidentially, protecting whistleblowers from retaliation. The policy aims to detect any adverse incidents made by employees, enabling timely corrective actions to protect the bank. It ensures safeguards for employees reporting incidents and allows direct access to the Chairman of the Audit Committee. There were no instances seeking access to the Audit Committee of the Board during the year. For more information, the Whistle-Blower Policy can be found on the bank’s website at https://www.kvb.co.in/docs/whistle-blower-policy.pdf
• Customer Privacy and Data Security: Stringent measures safeguard customer information, including robust data encryption, secure handling practices, and adherence to privacy laws.
• Information Technology and Cybersecurity: Comprehensive policies and protocols safeguard our IT infrastructure against cyber threats, ensuring the confidentiality, integrity, and availability of data.
• Fraud Prevention and NPA Management: Policies and practices are in place to monitor and mitigate fraud risks, as well as manage Non-Performing Assets effectively to protect the bank’s financial health.

Our ESG Governance structure

Leadership and Oversight

Our Board of Directors plays a vital role in guiding our ESG strategy. They receive regular updates on our sustainability approach, targets, and key initiatives, ensuring alignment with our overall goals.

Risk Management Integration

KVB’s Risk Management and Asset Liability Management Committee (RM&ALM Committee) takes a comprehensive approach to risk management. This includes fostering a culture of responsible risk-taking, identifying the full spectrum of risks, and monitoring our overall risk profile – encompassing sustainability and ESG-related risks.

Dedicated Committee

To strengthen our ESG governance, we have expanded the scope of our Board-level Corporate Social Responsibility Committee. Now encompassing Environmental, Social, and Governance aspects (ESG), this committee provides dedicated oversight and reviews our ESG performance.

The CSR and ESG Committee of the Bank that guides the ESG initiatives of the bank comprises of the following members: