Guided by Principles.
Driven by Progress.
Trust lies at the core of our success and we foster it by upholding the highest standards of governance, ethics and integrity. Our approach is anchored in best-in-class banking practices, supported by effective governance structures, comprehensive risk management frameworks and transparent reporting.
Governance Structure
Board of Directors
The Board of Directors provides strategic direction and governance oversight for the Bank. It helps shape policies, guide long-term priorities and monitor management’s execution, ensuring that the Bank operates in line with its objectives, values and stakeholder expectations.
9
Number of Directors (as on date)
3
Women Directors on the Board
7
Independent Directors (inclusive of Women Directors)
Board Oversight
A majority of the Board comprises of Independent Directors, reinforcing strong governance and objective oversight. Independent Directors play a key role in Board Committees and chair the Bank’s major committees, strengthening accountability and decision making.
Board Performance Evaluation
The Board conducts an annual evaluation of its effectiveness, covering the Board, Committees, Chairperson, Managing Director & CEO, Executive Director and Independent Directors. This supports continuous improvement in governance practices.
Risk Management
A sound risk governance framework is overseen by the Risk Management and Asset Liability Management Committee, ensuring prudent risk oversight, sound financial management and long-term stability
Disclosures and Transparency
The Bank is committed to transparent and timely disclosures that meet regulatory requirements and align with evolving governance expectations. Disclosure practices are continuously strengthened in line with leading market standards and stakeholder expectations.
Gender Diversity
The Board reflects a commitment to diversity and inclusive leadership, with women directors contributing valuable perspectives to Board deliberations, including representation in leadership positions.
Board Committees
The Board is supported by a well-defined committee structure comprising 11 Committees that strengthen governance and enable focused oversight across key areas of the Bank’s operations. These Committees undertake detailed reviews of matters within their respective mandates, deliberate extensively on key issues and provide recommendations to the Board to support informed decision-making. They also oversee the functioning of Executive-Level Committees, offering guidance and ensuring alignment with the Bank’s strategic objectives and governance standards.
The Chairman of the respective Board Committees regularly update the Board on key discussions, observations, and decisions from committee meetings, enabling effective communication and oversight.
Comprising experienced Directors with diverse expertise, the Committees play a vital role in strengthening governance, monitoring compliance, managing risks and supporting the Bank’s long-term strategic priorities. Through their work, they reinforce transparency, accountability and the Bank’s commitment to creating sustainable value for stakeholders.
Leadership Team
The leadership team is responsible for translating the Board’s strategic vision into action and driving its effective execution across the organization. Working closely with the Board and its Committees, the team implements approved policies and business priorities, while remaining responsive to emerging opportunities, risks and regulatory developments. Through disciplined execution and operational oversight, the leadership team supports the Bank’s growth objectives and long-term sustainability.
Role of the Board
The Board provides strategic leadership and oversight, guiding the Bank’s long-term direction and ensuring alignment with its vision and stakeholders' interests. It plays a central role in formulating strategy, reviewing progress against strategic objectives and overseeing management performance. Through a balanced composition of Executive and Non-Executive Directors, the Board fosters diverse perspectives, strengthens governance practices and supports informed, objective decision-making while upholding the highest standards of regulatory compliance.
Lead Independent Director
To further strengthen the governance framework and align with global best practices, the Bank has formally designated Dr Harshavardhan R, the Senior Independent Director on the Board, as the Lead Independent Director (LID). The separate meeting of Independent Directors was convened and chaired by the LID, underscoring the Bank’s commitment to independence and effective governance.
Accountability and Transparency
At Karur Vysya Bank, accountability and transparency are integral to our governance framework. We maintain strong oversight through regular audits, reviews and monitoring mechanisms that promote responsible business conduct and effective risk management. Our commitment to transparent communication is reflected in timely, accurate and comprehensive disclosures to regulators, shareholders and other stakeholders. Guided by a strong culture of ethics and integrity, we strive to build confidence, strengthen stakeholder trust and uphold the highest standards of corporate governance.
We have established Board-level committees at our Bank to ensure focused oversight in key areas:
- Management Committee of the Board
- Audit Committee of the Board
- Nomination and Remuneration Committee
- Customer Service and Stakeholders’ Relationship Committee
- Risk Management and Asset Liability Management Committee
- Corporate Social Responsibility and Environmental, Social and Governance Committee
- NPA Management Committee
- Special Committee of the Board for Monitoring and Follow-Up of Fraud Cases
- IT Strategy and Digital Transaction Monitoring Committee
- Review Committee for Wilful Defaulters and Large Defaulters
- Human Resources Committee
Ethics, Conduct and Governance Framework
A strong culture of ethics, integrity and accountability forms the foundation of our governance framework. Through well-defined policies, codes and controls, we promote responsible business practices, safeguard stakeholder interests and ensure compliance with applicable laws and regulations.
Board of Directors
The Board of Directors provides strategic direction and governance oversight for the Bank. It helps shape policies, guide long-term priorities and monitor management’s execution, ensuring that the Bank operates in line with its objectives, values and stakeholder expectations.
Ethics and Integrity
We are committed to fostering an environment where ethical behavior, honesty and transparency guide every decision and action. By embedding these values across the Bank, we strengthen trust, encourage accountability and support sustainable value creation.
Code of Conduct
Our Code of Conduct establishes clear standards for ethical behavior, professional integrity and regulatory compliance for employees across the Bank. Complementing this, a dedicated Code of Conduct and Ethics for Directors and Senior Management reinforces expectations around leadership, accountability and governance. The framework supports:
- Ethical and responsible decision making
- Early identification and resolution of ethical concerns
- A culture of transparency and accountability
- Safe and confidential reporting of misconduct or unethical behavior
Whistleblower Mechanism
The Bank's Whistleblower Framework provides a secure and confidential channel for reporting unethical conduct, misconduct, or policy violations. The mechanism safeguards whistleblowers against retaliation and encourages the timely reporting of concerns, enabling appropriate investigation and corrective action.
This mechanism also provides direct access to the Chairman of the Audit Committee of the Board, in exceptional and appropriate cases when the Whistleblower is not satisfied with the resolution of the complaint. Effective implementation of Whistle Blower Mechanism reinforces our commitment to transparency, accountability and ethical conduct across the Bank.
Customer Privacy and Data Protection
Protecting customer information remains a key priority. We implement stringent safeguards, including secure data management practices, encryption protocols and privacy controls. This helps ensure the confidentiality and security of customer data while complying with applicable data protection requirements.
Information Technology and Cybersecurity
Our technology governance framework is supported by comprehensive cybersecurity policies, controls and monitoring mechanisms. These are designed to protect critical systems and information assets. These measures help preserve the confidentiality, integrity and availability of data while enhancing resilience against evolving cyber threats.
As digital and AI adoption accelerates, maintaining trust, resilience, and security is essential to our strategy for intellectual capital. The Bank keeps investing in scalable, resilient technology infrastructure focused on reliability, availability, and operational continuity. Modern architecture, auto-scaling features, and a mobile-first approach enable smooth customer experiences across digital touchpoints.
Fraud Risk and Asset Quality Management
The Bank maintains strong controls and monitoring frameworks to identify, prevent and mitigate fraud risks. In parallel, structured processes are also put in place to oversee asset quality and manage non-performing assets effectively, thus supporting financial stability and prudent risk management
ESG Governance
The Bank has established a comprehensive ESG governance framework to ensure effective oversight, accountability, and integration of environmental, social, and governance considerations across its operations.
Guided by a Board-approved ESG Policy, the Board of Directors oversees ESG matters through the Board-level CSR and ESG Committee, which provides strategic direction and reviews the implementation of ESG initiatives, policies, and disclosures. Supporting this oversight, the Executive-level CSR and ESG Committee, comprising representatives from key functional departments, is responsible for executing, monitoring, and coordinating ESG-related activities across the Bank. Senior Management and Functional Heads further drive the implementation of ESG practices and reporting requirements at operational levels.
This multi-tiered governance structure promotes cross-functional collaboration, continuous monitoring, and informed decision-making, thus enabling the Bank to effectively manage sustainability-related risks and opportunities while advancing its long-term ESG objectives.
Message from the Lead
Independent Director
As the Bank advances on its growth journey, we remain steadfast in our commitment to ensuring that strong governance standards continue to underpin every aspect of our progress.
Dear Stakeholders,
As we continue to strengthen our position and deliver sustainable growth, the Board remains committed to providing effective oversight and ensuring that the highest standards of governance are maintained across the organization.
Our Board reflects a strong balance of independence and executive leadership, with Independent Directors comprising 78% of its composition and Whole-time Directors contributing valuable management experience. The diverse professional backgrounds of our Directors enrich Board deliberations and enable thoughtful guidance on the opportunities and challenges facing the Bank. Independent Directors, through their varied expertise, continue to play a vital role in shaping the Bank's strategic direction and governance framework.
This commitment to independent oversight is further reflected in the fact that 72% of the Board-level Committees are chaired by Independent Directors. During FY 2025-26, the Independent Directors met twice to review the effectiveness of the Board and its governance processes. Together, we remain focused on upholding ethical conduct, transparency, accountability, and the long-term interests of all stakeholders.
As the Bank advances on its growth journey, we remain steadfast in our commitment to ensuring that strong governance standards continue to underpin every aspect of our progress.
Glimpse of the
106th Annual General Meeting
