LIC Housing Finance Limited is one of India's largest housing finance companies. Its board of directors consists of both executive and non-executive directors, including independent directors. The board has established several committees to oversee key functions like auditing, nomination/remuneration, corporate social responsibility, and risk management. The company has adopted policies on whistleblowing, CSR, and corporate culture that emphasize accountability, commitment, trust, and ethical conduct among employees.

1. Corporate governance in
housing finance (LIC)
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2. Corporate Governance
Corporate governance is the mechanisms, processes and relations by which corporations are
controlled and directed. Governance structures and principles identify the distribution of rights and
responsibilities among different participants in the corporation (such as the board of directors,
managers, shareholders, creditors, auditors, regulators, and other stakeholders) and includes the rules
and procedures for making decisions in corporate affairs. Corporate governance includes the
processes through which corporations' objectives are set and pursued in the context of the social,
regulatory and market environment.

3. LIC Housing Finance
LIC Housing Finance Limited (LIC HFL) is one of the largest Housing Finance
companies in India having its Registered and Corporate office at Mumbai. The main
objective of the Company is to provide long term finance to individuals for purchase or
construction of house or flat for residential purpose / repair and renovation of existing
flat / houses. The Company also provides finance on existing property for business /
personal needs and also gives loans to professionals for purchase / construction of
Clinics / Nursing Homes / Diagnostic Centres / Office Space and also for purchase of
equipments. The Company also provides long term finance to persons engaged in the
business of construction of houses or flats for residential purpose and to be sold by
them.

4. Objectives
1. To know the composition and role of board of directors.
2. To study the committees of the board.
3. To study the various policies:
 Whistle Blower policy
 Corporate Social Responsibility Policy
 Corporate Culture.

5. Governance Guidelines
Guidelines for LIC Housing Finance Limited on Board Effectiveness
Size and Composition:
The Board believes that Board consisting of 8 to 12 members is an appropriate size based on
the Company’s present nature and size of business. The Board periodically evaluates whether
a larger or smaller slate of directors would be preferable. At present, the Board of Directors is
comprised of 10 members — nine Non-Executive and one Executive Director. Shri Vinay
Sah, Managing Director & CEO is an Executive Director. The Executive and Non-Executive
Directors are competent and knowledgeable personalities in their respective fields.

6. Directors of LIC Housing Finance Limited are expected to comply with the duties
which are fiduciary in nature and major ones are as under:
1. To act in accordance with the Company’s Articles of Association in force from time to
time.
2. To act in good faith in order to promote the objects of the Company for the benefits of
its members as a whole, and in the best interest of the Company.
3. To discharge their duties with due and reasonable care, skill and diligence.
4. Not to involve themselves in a situation in which they may have a direct or indirect
interest that conflicts, or possibly may conflict, with the interest of the Company.
5. Not to secure or attempt to secure any undue gain or advantage either to yourself or to
your relatives, partners or associates.
6. Not to assign their office as Director.
Role of the Directors

7. Managing Director (who is Executive Director)
 Managing Director provides leadership through his / her board position, as well as for the
business area or function for which he / she is directly responsible.
 Managing Director is expected to exercise individual judgment on every issue in the overall
interests of the Company. He or she is expected to demonstrate role model behavior on all
aspects including living by the Company’s Code of Conduct for Directors and Senior
Management.
 Managing Director is member of the Board by virtue of employment with LIC of India who
is on deputation to the Company on the terms and conditions as decided by LIC of India and
Board of LIC Housing Finance Limited. The membership of the Board would cease in the
event of superannuation, resignation or cessation of service or on being transferred /
repatriated back to LIC of India.

8. Non-Executive Promoter Directors (who is Chairman and
other one Promoter Director)
 Non-executive director bring an external view and judgment on the issues of strategy,
risk, performance, capital and other resources, key appointments and business conduct.
They should therefore be provided with the freedom to constructively challenge
strategies and policies proposed by management. They should also be at the liberty to
use all channels of communication, formal as well as informal, to put across their point
of view to the management.
 Non-executive director shall retire by rotation as required by the law but shall be
entitled to be re-appointed if qualified under law. They should be selected through a
formal process of recommendation by Nomination and Remuneration Committee of
the Company and confirmed by the Board.

9. Role and Functions of Independent Director:
The independent directors shall:
1. Help in bringing an independent judgment to bear on the Board’s deliberations
especially on issues of strategy, performance, risk management, resources, key
appointments and standards of conduct;
2. Bring an objective view in the evaluation of the performance of board and management;
3. Scrutinize the performance of management in meeting agreed goals and objectives and
monitor the reporting of performance;
4. Satisfy themselves on the integrity of financial information and that financial controls
and the systems of risk management are robust and defensible;
5. Safeguard the interests of all stakeholders, particularly the minority shareholders;
6. Balance the conflicting interest of the stakeholders;

10. Committees of the Board
The Board has set up following committees in addition to those which are
mandatory or optional under SEBI and other applicable regulations:
 Audit Committee;
 Nomination and Remuneration Committee;
 Corporate Social Responsibility Committee;
 Stakeholders Relationship Committee;
 Risk Management Committee;

11. Mandate of Audit Committee
1. The Audit Committee comprises three Non-Executive, Independent Directors with expertise in finance,
accounts, treasury and law. All the members of Audit Committee are financially literate. The Company
Secretary shall act as the Secretary to the Audit Committee.
2. The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty
days shall elapse between two meetings. The quorum for Audit Committee meeting shall either be two
members or one third of the members of the audit committee, whichever is greater, with at least two
independent directors.
Role of Audit Committee
 Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
 Examination of the financial statement and the auditors’ report thereon;
 Valuation of undertakings or assets of the company, wherever it is necessary;
 Evaluation of internal financial controls and risk management systems;
 Monitoring the end use of funds raised through public offers and related matters.

12.  Formulation of the criteria for determining qualifications, positive attributes and independence of a
director.
 Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down.
 Recommend to the Board, the appointment or re-appointment of directors.
 Devise a policy on Board diversity.
 Recommend to the Board appointment of key managerial personnel (KMP as defined by the Act).
 Recommend to the Board the remuneration policy for directors, KMP and other employees.
Mandate of Nomination And Remuneration Committee

13.  The Committee shall formulate and recommend a CSR policy to the Board which shall indicate the
activities to be undertaken by the Company as specified in Schedule VII.
 Recommend the amount of expenditure to be incurred on the CSR activities.
 Monitor the CSR policy from time to time.
Mandate of Stakeholders Relationship Committee:
 Consider and resolve the grievances of security holders of the company including complaints related to
transfer of securities, non receipt of annual report / declared dividends.
 Oversee and review all matters related to the transfer of securities of the company.
 Approve issue of duplicate certificates of the company.
 Recommend measures for overall improvement of the quality of investor services.
Mandate of Corporate Social Responsibility Committee

14. Mandate of Risk Management Committee
 To review risk management policy.
 Review of the current status on the outer limits prescribed in the Risk Management
policy and report to the Board.
 Review the matters on risk management.
 Review and monitor types of risks the company is exposed to.
 Lay down procedures to inform Board about risk assessment and minimization
procedures
 Frame, implement and monitor the risk management plan of the company.

15. Policies Adopted
 WHISTLE BLOWER POLICY
Meaning
A whistleblower is a person working within an organization who reports that organization's
misconduct. The person can be a current or past employee. Also, note that the misconduct
can be a past act, can be ongoing, or can be in the planning stages.
Policy
No adverse personnel action should be taken against an employee in knowing retaliation for
any lawful disclosure of information on a matter of stakeholders / public concern to an audit
committee, which information the concerned employee in good faith believes as evidences
for:
 A violation of any law,
 Mismanagement,
 Gross waste or misappropriation of Company funds,
 A substantial and specific danger to public health and safety; or
 An abuse of authority collectively referred to herein as "alleged wrongful conduct."

16.  Applicable to employees who disclose alleged wrongful conduct to audit committee and
as a result are subject to adverse personnel action.
 “Alleged wrongful conduct” defined as a violation of any law, mismanagement, gross waste
or misappropriation of public funds, substantial and specific danger to public health and
safety; or abuse of authority.
 Employee may also independently disclose alleged wrongful conduct to audit committee
within 90 days after becoming aware of such conduct.
 The Company designated officer shall review the complaint and give his decision within 45
days from the receipt of the complaint. The decision shall be implemented within 10 days.
 The dissatisfied employee shall request for whistle blower hearing by external hearing
officers.
Features of Whistle Blower Policy

17. To actively contribute towards social and economic development of the poor irrespective of
caste, creed and religion in areas around which we operate. In doing, we could bring a
dignified and meaningful life to the poor and sense of gratification to us by making a
difference in their lives.
The company has identified the fields it would like to focus its energy on Education, Heath,
Livelihood, Infrastructure development, social development, Environment Sustainability,
Ecological Balance and Prime Minister’s Relief Fund.
In Education, our endeavor would be to spark the desire for learning and knowledge at
every stage through
 Help in setting up Formal schools with proper sanitation,
 Balwad is for elementary education,
 Free distribution of text books and note books,
 Free distribution of school uniforms, school bags, foot wears etc.
 Girl child education,
 Adult education programs.
CORPORATE SOCIAL RESPONSIBILITY POLICY

18. In Health care our goal is to render quality health care facilities to people living in the
villages and elsewhere through
 Primary health care centers,
 Mother and Child care projects.
 Immunization programs with a thrust on polio eradication,
 Health care for visually impaired, and physically challenged,
 Preventive health through awareness programs and preventing malnutrition among infants
and adults.
In Sustainable Livelihood project, the Company would aim at providing livelihood in a
locally appropriate and environmentally sustainable manner through
 Formation of Self Help Group
 Groups for women empowerment
 Agriculture development through sustainable agricultural practices, organic farming,
designing vermin compost
 Making farmer aware of their legitimate margin of their produce and to free them from being
exploited by market intermediaries

19. CORPORATE CULTURE
A culture of accountability for Corporate would be characterized by five observable, mutually reinforcing
behaviors such as commitment, belongingness, trust, diligence and honest and ethical conduct.
1. Commitment
Accountability and commitment go hand in hand. Every employee, no matter what their roles are must be
fully committed to the organization / company and to its mission, vision and values; and work as a cohesive
team which in turn would lead to win-win situation for Board, organisation, employees, customers and
stakeholders.
2. Belongingness
Employees of the organization should have a sense of belongingness, and feel proud of working with the
organization and should never forget that the organization belongs not to the board or management but to
the owners i.e. its shareholders. It should act in ways that embody independence and accountability.

20. 3. Trust
The importance of trust within a company is truly immeasurable. A culture of trust not only promotes a positive
work environment, but it can also impact the organization in more concrete ways. For example, a trusting
workplace environment tends to breed more motivated employees, which, as every good employer is aware,
usually results in increased productivity.
4. Diligence
Employees of the organization are expected to do their work meticulously, take advantage of training
opportunities and use them to upgrade and update their knowledge. They should also articulate views /
suggestions in the interest of the organization.
5. Honest and Ethical Conduct
Board expects that the employees act in accordance with the highest standards of personal and professional
integrity, honesty and ethical conduct, while working on the Company’s premises and at locations where the
Company’s business is being conducted, at Company sponsored business and events, or at any other place where
employee/s are representing the Company.

21. Conclusion
Successful corporate governance can be achieved by adopting a
set of principles that depends upon, honesty, generosity, justice
and the manner in which companies conduct their affairs. The
virtue ethics of generosity, justice and honesty are all important
in today’s business due to the challenges organizations face with
growing globalization.

22. Thank You!!