Corporate Governance & Compliance Oversight Policy

Policy Statement

The Company is committed to upholding the highest standards of corporate governance, integrity, and transparency. This Corporate Governance & Compliance Oversight Policy defines the framework through which the Company ensures accountability, ethical conduct, and adherence to all applicable laws, regulations, and internal policies.

Objective

• Establish a robust governance framework promoting ethical leadership and responsible management.
• Ensure compliance with legal, regulatory, and internal policy requirements.
• Define roles, responsibilities, and accountability structures for governance and compliance oversight.
• Foster stakeholder trust through transparency, fairness, and sustainable business practices.

Scope and Applicability

This policy applies to the Board of Directors, Senior Management, employees, and third-party associates of the Company It covers all areas of corporate operations, decision-making, regulatory compliance, and stakeholder engagement.

Governance Framework

The governance framework of the Company is based on the principles of accountability, transparency, fairness, and responsibility. It consists of the following key components:

• Board of Directors: Provides strategic direction, oversight, and ensures ethical business conduct.
• Management Team: Implements Board-approved policies and ensures operational compliance.
• Compliance Department: Monitors adherence to regulatory and internal obligations.
• Audit Committee: Reviews financial reporting, internal controls, and risk management practices.
• Stakeholders: Participate in governance through feedback, disclosures, and engagement.

Principles of Corporate Governance

• Integrity: Conduct all activities with honesty and strong moral principles.
• Accountability: Each employee and leader is responsible for their actions and decisions.
• Transparency: Ensure clarity in communication and disclosure of material information.
• Fairness: Treat all stakeholders equitably, including employees, customers, and investors.
• Responsibility: Align corporate behavior with social, environmental, and economic sustainability.

Compliance Oversight Structure

• The Board of Directors retains ultimate responsibility for compliance oversight.
• The Compliance Officer ensures adherence to all applicable laws and coordinates compliance programs.
• The Internal Audit Department evaluates the effectiveness of internal controls and compliance mechanisms.
• Department Heads are responsible for implementing compliance requirements within their functional areas.

Roles and Responsibilities

• Board of Directors: Approves policies, monitors performance, and ensures good governance.
• Managing Director / CEO: Ensures ethical culture, effective governance, and compliance across operations.
• Compliance Officer: Develops policies, conducts training, and monitors regulatory compliance.
• Audit Committee: Reviews governance effectiveness and recommends improvements.
• Employees: Follow Company policies, laws, and report any non-compliance or unethical behavior.

Risk Management and Internal Control

The Company maintains an integrated risk management framework to identify, assess, and mitigate financial, operational, legal, and reputational risks. Internal controls are designed to ensure reliability of financial reporting, safeguard assets, and promote compliance with applicable laws.

Policy Governance and Decision-Making

All major policy decisions shall be made in accordance with the governance structure, involving due consultation with the Compliance Department, Board Committees, and Senior Management. All decisions must be documented, justified, and aligned with ethical standards.

Training and Awareness

Regular training programs shall be conducted to promote awareness of governance principles, compliance responsibilities, and ethical standards. Mandatory governance training will be provided for new directors and management personnel upon joining.

Whistleblower and Ethics Oversight

The Company has established a Whistleblower Policy to enable employees and stakeholders to report unethical practices, fraud, or violations of this policy without fear of retaliation. The Audit Committee shall oversee the investigation and resolution of all such cases.

Reporting to Regulatory Authorities

The Compliance Department shall ensure that all statutory and regulatory reports are filed accurately and on time. The Company shall cooperate fully with regulators and auditors, providing all requested information transparently.

Policy Review and Amendment

This policy shall be reviewed annually or when there are significant changes in regulatory or governance standards. All amendments must be approved by the Board of Directors and communicated to all relevant stakeholders.

Employee Acknowledgment

I acknowledge that I have read and understood the Corporate Governance & Compliance Oversight Policy of the Company I agree to comply with the provisions outlined and contribute to the culture of ethical conduct, accountability, and governance excellence.

Employee Name: __________________________

Signature: ______________________________

Date: _________________________________