Governance Policy

Section 1: Purpose and Applicability

This Governance Policy defines the organizational structure, leadership responsibilities, impartiality safeguards, and conflict of interest management principles adopted by LEI International Pvt. Ltd. (TNV-LEI) in its role as a Local Operating Unit (LOU) under the Global Legal Entity Identifier Foundation (GLEIF).

Applies to:

• Board of Directors and Executive Leadership
• Chief Compliance Officer, CTO, Validation/Verification Managers
• All staff and outsourced teams
• Impartiality Committee members and advisory panels

To be read with:

• Impartiality and Conflict of Interest Provisions
• Risk Management Framework
• Procedural Governance Model

Section 2: Governance Structure and Leadership Roles

2.1 Legal Entity Status

TNV-LEI is a registered private limited company under the Companies Act, 2013 (India), operating as a LOU under GLEIF Accreditation ID: 9269.

2.2 Organizational Hierarchy

• Board of Directors – Strategic direction, policy, fiduciary oversight
• Managing Director / CEO – Implements policies, operations, GLEIF alignment
• Chief Compliance Officer (CCO) – Legal and accreditation compliance
• Chief Technology Officer (CTO) – Cybersecurity, ISO 27001, data privacy
• Validation & Verification Leads – LE-RD validation, data quality control
• Impartiality Committee – Independent oversight of risks and conflicts

2.3 Subsidiary and Outsourced Functions

All external agents operate under agreements aligned with TNV-LEI’s governance and impartiality principles.

Section 3: Impartiality Commitment and Risk Mitigation

3.1 Statement of Impartiality

TNV-LEI performs all services without bias or undue influence.

3.2 Risk Identification

• Annual risk assessment by the CCO
• Risk register maintained and rated

3.3 Mitigation Controls

• Functional separation and duty segregation
• Internal audits and access controls
• No financial incentive bias
• Rotational validation review

3.4 Third Parties

Partners bound by impartiality clauses. Misconduct leads to revocation.

3.5 Transparency

Concerns can be reported to: governance@tnvlei.com

Section 4: Conflict of Interest Management

4.1 Declaration and Disclosure

Annual declarations required from all personnel.

4.2 Conflict Identification

Examples:

• Financial ties with clients
• Employment/family affiliations
• Pressure to meet issuance targets

4.3 Prevention

• Validation team cannot engage in sales, appeals, or marketing
• Functional role isolation enforced

4.4 Escalation

• Reported to CCO
• Investigated and resolved via reassignment or disciplinary action

4.5 Training

Annual training, self-reporting encouraged.

Section 5: Impartiality Committee (IC)

5.1 Mandate

• Reviews impartiality risks and complaints
• Advises Board on controls

5.2 Composition

• External experts, applicants, academics
• One-third minimum must be non-TNV employees
• 2-year renewable term

5.3 Meeting Frequency

• At least twice a year
• Agenda: risk register, conflict logs, complaints

5.4 Documentation

• Signed minutes submitted within 10 days
• Chair + independent member to co-sign

5.5 Confidentiality

• All members sign a declaration
• Must recuse in case of conflicts

Section 6: Responsibility Matrix

Section 7: Oversight and Accountability Mechanisms

7.1 Internal Oversight

• Annual internal audit
• Quarterly management reviews
• Whistleblower system

7.2 External Oversight

• GLEIF audit cooperation
• Data privacy compliance (DPDP Act, GDPR)

7.3 Record-Keeping

• Secure storage of audit reports, conflict logs, risk registers

Section 8: Regulatory Alignment and GLEIF Requirements

8.1 GLEIF Compliance

• Master Agreement
• Accreditation checklists
• Operational and reporting controls

8.2 National and Global Laws

• Companies Act (India)
• DPDP Act (India)
• GDPR (EU)
• ISO 27001 and 9001

8.3 Audit Readiness

• Documents retained and presented upon request

8.4 Continuous Monitoring

• Updates and communications from GLEIF regularly reviewed

Section 9: Policy Review and Update Cycle

9.1 Review Frequency

• Reviewed annually
• Triggered by structural change, audit, or GLEIF updates

9.2 Review Responsibility

• Led by Chief Compliance Officer
• Input from Board, IC, and department leads

9.3 Final Approval and Publication

• Approved by Board of Directors
• Latest version published at www.tnvlei.com/legal

9.4 Version Control

All previous versions are archived and available on request.