Governance

Strengthening trust through governance

PNB Housing Finance is committed to upholding the interests of all its stakeholders through a robust governance framework built on the principles of transparency, accountability, integrity, and ethical conduct. We strive to maintain the highest standards of corporate governance, ensuring that stakeholder interests are safeguarded and regulatory compliance is embedded across the organisation.

Leading with accountability

Our Board of Directors comprises of professionals from diverse educational backgrounds, bringing extensive experience from various sectors such as financial sector, mortgages, stakeholder engagement, information technology, legal and compliances, fintech regulations, risk management, human resource management. Their expertise provides valuable insights that help the Company navigate a dynamic business environment, identify growth opportunities, and effectively address challenges.

The Board plays a pivotal role in providing strategic direction and governance oversight, enabling informed decision-making and sustainable growth. Through its guidance, the Company remains focused on creating long-term value while upholding the highest standards of integrity, accountability, and stakeholder responsibility.

The Board of Directors upholds the principles of transparency, accountability, fairness, and responsibility. The members contribute to risk management oversight, regulatory compliance, and the integration of ESG considerations into business practices.

60.1 years Average age of Board members
33.8 years Average experience of Board members
3.9 years Average tenure in the Company

Strategic oversight and governance

Board responsibilities

Defining the Company’s long-term vision and strategic priorities

Overseeing business performance and strengthening risk management practices

Protecting stakeholder interests while driving sustainable shareholder value

Providing oversight on critical business decisions, governance, and compliance matters

Board composition and Committees of the Board

Board
Structure

Managing Director and CEO – 1

Non-Executive Nominee Directors – 2

Independent Directors – 5

  • Audit Committee
  • Risk Management Committee
  • Credit Committee
  • Nomination and Remuneration Committee
  • Stakeholders Relationship Committee
  • Corporate Social Responsibility Committee
  • IT Strategy Committee
  • Special Committee for Monitoring and Follow-up of Frauds
  • Consumer Protection Committee
  • Review Committee (To verify Wilful Defaulters)

Information as on date


Upholding integrity and ethics

Integrity is non-negotiable and forms the foundation of our corporate culture. We are committed to doing what is right, fostering trust, strengthening our reputation, and promoting a positive and ethical work environment. To uphold these values, we have established comprehensive Codes of Conduct applicable to our Non-Executive Directors (including Independent Directors), Managing Director/ Whole-time director, and senior management personnel. These codes define the standards of professional and ethical behaviour expected across the organisation and are aligned with applicable regulatory requirements and governance best practices.

Whistle-blower protection mechanism

The Company’s whistle-blower policy enables employees and stakeholders to report concerns through a secure and transparent mechanism, including direct access to the Chairperson of the Audit Committee. The policy ensures protection against retaliation, safeguards the identity of whistle-blowers, and maintains strict confidentiality, thereby fostering a culture of integrity, accountability, and ethical conduct across the organisation.

Our ethical principles

Zero compromise on professional integrity

Compliance with laws of the land

Open and fearless communication

Conservative and prudent business practices

Timely grievance redressal and protection of whistle-blowers

Responsible customer outreach

This initiative is rooted in our core values of People first, Customer centricity, and Ethical conduct. It empowers employees to proactively engage with customers and offer responsible, need-based solutions while maintaining the highest standards of integrity and professionalism. To ensure adherence to ethical principles and regulatory requirements, all customer interactions under the programme are governed by a structured framework of approvals, monitoring and oversight.


A culture of collaborative leadership

Leadership at PNB Housing Finance is anchored in accountability, collaboration, and purpose rather than hierarchy. Through our Annual Operating Plan (AOP) process, leaders across functions collaborate to align business objectives and performance targets with the long-term vision and strategic priorities. These goals are subsequently cascaded throughout the organisation through regular engagements.

Our organisational structure fosters open communication, encourages decentralised decision-making, and promotes a culture of transparency. This ensures that strategic priorities, policies, and objectives are communicated across all levels of the Company.


Proactive risk management

To manage risks proactively, the Company has established a robust multi-layered risk management framework that enables monitoring, assessment, and mitigation of risks. The framework is overseen by:

Board-level Risk Management Committee (RMC)

Oversees the Company’s risk appetite and risk management framework

Executive RMC

Monitors key risk indicators and evaluates risk exposures

Risk management department

Protects stakeholder interests, ensures business continuity, and supports long-term value creation

Internal audit

Provides independent assurance on the effectiveness of risk controls and governance processes

Compliance function

Ensures compliance with applicable statutory, regulatory and internal policies and guidelines

With clear risk ownership across all verticals, we upgraded our data-backed evaluation tools and early warning systems in FY26 to identify and mitigate vulnerabilities ahead of time.

Statutory compliance and governance framework

Committed to absolute transparency, PNB Housing Finance complies with all statutory requirements set by regulators like the Reserve Bank of India, National Housing Bank, Securities and Exchange Board of India, Ministry of Corporate Affairs and Insurance Regulatory and Development Authority of India. In FY26, we maintained rigorous compliance standards covering:

Enhancing AML and risk controls

Aligned with RBI regulations and the Prevention of Money Laundering Act, 2002, our robust AML and KYC framework features:

Risk-based due diligence

Customer acceptance and identification policies

Continuous transaction monitoring

Periodic employee training on AML practices

The Company conducts periodic risk assessments to identify and mitigate potential exposure to money laundering and terrorism financing.


Our governance framework and core policies

To fortify our governance structure, we adhere to a suite of Board-approved policies that are subject to periodic reviews. Key policies include:

Code of Conduct for Directors and Employees Customer Grievance Redressal Framework Prevention of Sexual Harassment (PoSH) Fair Practices Code Whistle-blower Policy Succession Planning Policy Anti-Bribery and Anti-Corruption Policy Outsourcing and Vendor Risk Management Policy Information Security & Cyber Risk Management Policy Compliance Policy AML KYC Policy

These policies are accessible to employees and stakeholders, with regular training and updates to ensure understanding and compliance.

Fostering diversity in leadership

Diversity is central to our strong governance and superior decision-making. Our Board Diversity Policy ensures a rich mix of gender, age, experience, and background. For FY26, the Board featured a combination of academic achievements and deep industry experience spanning banking, housing finance, risk management, tech, and governance. This diverse insight keeps us agile and empowers us to create long-term value in a fast-paced market.

Digital governance ecosystem

PNB Housing Finance advanced its digital governance systems in FY26 to improve data accuracy and reporting cycles. We implemented:

  • Enhanced Board and Committee reporting dashboards
  • Data-driven compliance tracking
  • AI-enabled internal audit tools
  • Automated monitoring of regulatory alerts

These tools equip the Board with comprehensive, timely visibility into both operational and compliance metrics.