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
| Governance Function | Board of Directors | Chief Compliance Officer | Management Team |
|---|
| Strategic Direction | Approves policies | Reviews legal implications | Executes strategy |
| Impartiality Oversight | Reviews IC reports | Conducts risk assessments | Implements safeguards |
| Conflict of Interest Management | Approves declarations | Maintains logs | Declares proactively |
| GLEIF Compliance | Approves framework | Tracks accreditation | Implements technical controls |
| Policy Review | Final approval | Coordinates audits | Provides operational inputs |
| Complaint Escalation | Appellate function | Investigates | Assists inquiry process |
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
9.4 Version Control
| Version | Date Issued | Description | Approved By |
|---|
| 1.0 | 01st January 2025 | Initial Issue of Governance Policy | Board of Directors |
All previous versions are archived and available on request.
