CORPORATE GOVERNANCE POLICIES

Anti-Sexual Harassment Policy

This policy aims at deploying an effective sexual harassment complaint resolution mechanism. This policy defines the unaccepted social interactions and provides a resolution mechanism through a robust framework to prevent sexual harassment in the workplace.

Objective of the Policy: 

• Commitment to ensuring a healthy, safe and secure, dignified, and equitable work environment for every employee and therefore has zero tolerance for sexual harassment.
• Deploying an effective sexual harassment complaint resolution mechanism. 
• To define the unaccepted social interactions and provides a resolution mechanism through a robust framework to prevent sexual harassment in the workplace.

This policy applies to all employees employed on permanent or temporary, probationary, part-time, or working as a consultant or voluntarily engaged through an agent or contractor with Lumina Datamatics. 

The Prevention of Sexual Harassment (POSH) Act requires the employer to constitute an ICC (Internal Complaints Committee) at every office location with a minimum of 10 employees. The committee is the redressal body for workplace sexual harassment. Accordingly, Lumina Datamatics has constituted a POSH Committee at each office/branch of the company with more than 10 employees.

Board Diversity Policy

Lumina values a diverse Board as crucial to its success, believing it enhances decision-making, governance, and business results. It is intended to promote diversity at board level. The Nomination and Remuneration Committee is tasked with evaluating Board composition and performance, ensuring diversity, and recommending suitable candidates. This process adheres to legal standards, promoting non-discrimination and inclusivity. The Company assess and maintain a balanced mix of skills and experience on the Board and periodically reviews diversity needs.

Code of Conduct & Ethics

Lumina Datamatics strives to ensure high professional and ethical standards in all our business activities with a view to the best interest of the company and its shareholder. Values encapsulate the spirit of the company and form the essence of the company. These guidelines serve two purposes first, to assist in making the right decision. Second, it helps create confidence in the minds of our customers, investors, suppliers, and society concerning our integrity and sincerity. However, the objective of this policy is to ensure every employee will be correctly guided by a sense of loyalty or profitability to ignore moral decency or disobey any applicable law.

The policy shall apply to all directors and employees of Lumina Datamatics, including directors and employees of its subsidiaries.

Corporate Social Responsibility Policy

The Corporate Social Responsibility policy aims to

• Promote employment-enhancing vocational skills and training.
• Provide education, including and encouraging the desire for learning and knowledge at every stage.
• Eradicating extreme hunger, promoting preventive healthcare, and sanitation.
• Improving access to basic healthcare facilities for economically weaker sections of society.
• Providing financial and other facilities and assistance to economically weaker sections of society for medical treatment.
• Environment sustainability, ecological balance, and conservation of natural resources.

This policy shall apply to Lumina Datamatics, including its subsidiaries, and includes guiding principles for selecting, implementing, and monitoring CSR activities and formulating the annual action plan.

Document Retention and Archival Policy

This Policy is framed by the Board of Directors of Lumina Datamatics in line with the provisions of the Companies Act 2013 and the rules framed there under:

• To outline the guidelines for the preservation period of documents/records of the company, in sync with the commercial and legal requirements, and to reasonably safeguard them from damage, loss, alteration, or destruction.
• To ensure systematic records retention and facilitate access to documents received or created during the business in a form that is fit for all end users by implementing good archiving procedures and processes.
• To avoid inventory of redundant documents/records to optimize storage space usage. 

Dividend Distribution Policy

The dividend is the profits the company earns and divided amongst the shareholders in proportion to the paid-up shares. Simply stated, it is a return on investment made by the shareholders.

The objective of this policy is to lay down the criteria and parameters to be considered by the Company’s Board of Directors while deciding on the declaration of dividends from time to time. This policy applies to dividends declared/recommended on the company’s equity shares.

Subject to the provisions of the Companies Act 2013, the dividend shall be declared or paid only out of the 

1. Profit of the current year after providing the depreciation.
2. Profit of the previous financial year or years after providing for depreciation for previous years; or in computing profits, any amount representing unrealized gains, notional gains, or revaluation of assets and any change in carrying amount of an asset or of liability on measurement of the asset or the liability at fair value shall be excluded.
3. No dividend shall be declared or paid by a company from its reserves other than free reserves.
4. No company shall declare dividends unless carried over previous losses and depreciation not provided during the last year or years are set off against the company’s profit for the current year.

Equal Employment, Diversity, and Inclusion Policy

The company considers its employees its most important resource and is committed to treating all associates with dignity and respect. In each location where the company conducts business, it complies with local laws governing the employment relationship. Additionally, the company is committed to recognizing the following rights and principles throughout its global organizations.

The company considers its employees pivotal and is committed to treating all associates with dignity and respect. The company is dedicated to creating a working environment with the highest degree of ethical and virtuous work practices by ensuring fairness at every step of the employee life-cycle; to build a progressive and diverse workforce. The company holds in high regard the guidelines laid down under the international conventions and laws relating to slavery. It aims to maintain a safe and harmonious working environment for everyone, irrespective of work, designation, ethnicity, race, caste, nationality, gender, religion, and other parameters. 

This policy aims to ensure that the Employees act with integrity and treat others fairly and with respect, irrespective of their differences. The company aims to provide its employees with an environment of equality and respect for all employees and contractors and not discriminate against individuals based on gender, age, disability, ethnicity, sexual orientation, family status, religious beliefs, and abilities. 

This policy shall apply to all full-time employees and employees engaged through contractors of the company and its subsidiaries. 

Health, Safety, and Environment Policy

Lumina Datamatics believe that without a safe, clean environment and healthy working conditions, social justice and economic growth cannot be achieved and that a safe and healthy working environment is recognized as a fundamental human right. Employees are considered an asset to a company. Creating and fostering a good workplace is essential to a successful and sustainable business. 

Health and environment at the workplace are not only to eliminate the incidence of work-related injuries, diseases, fatalities, disasters, and loss of national assets and ensure achievement of a high level of occupational safety, health, and environmental performance through proactive approaches but also to enhance the well-being of the employee and society, at large.

Information Security Policy

This policy aims to provide the necessary awareness among employees of Lumina Datamatics pertaining to information security and adherence to the procedures and guidelines at Lumina Datamatics facilities.

We will ensure an effective Information Security Management System that maintains the privacy, confidentiality, integrity, availability, and continual improvement of the information to its users, as required.

Remuneration Policy

The key objectives of this policy are as follows 

• To lay down criteria and terms and conditions concerning identifying qualified persons to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.
• To determine remuneration based on the company’s size, financial position, and trends and practices on remuneration prevailing in peer companies in the IT-ITES industry.
• To carry out the evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel.
• To provide them rewards linked directly to their effort, performance, dedication, and achievement relating to the company’s operations. 
• To retain, motivate and promote talent, ensure the long-term sustainability of talented managerial persons, and create competitive advantage. In the context of the aforesaid criteria, the following policy has been formulated by the Nomination and Remuneration Committee and adopted by the Board of Directors at its meeting held on February 10, 2016. 

Whistleblower Policy

Lumina Datamatics is committed to adhering to the highest standards of loyalty, honesty, integrity, transparency, and conduct of business operations ethically. 

This policy aims to provide a framework to promote responsible and secure whistleblowing. It protects employees wishing to raise concerns about serious company irregularities. The policy neither releases employees from their duty of confidentiality during work nor is it a route for taking up a grievance about a personal situation. 

“Whistleblower” is defined as any person who has or had access to data, events, or information about an actual, suspected, or anticipated reportable matter within or by the organization and, whether anonymously or not, makes or attempts to make a deliberate, voluntary and protected disclosure or complaint of organizational malpractice. 

Whistleblower can lodge a complaint in one of the following ways 

• By contacting the Vigilance Officer, Ms. Divya Kumat (Email: divya.kumat@luminad.com | Phone: +91 22 6102 5274) 
• By contacting the Chairman of the Audit Committee. 
• Send a complaint letter in a sealed and secured envelope marked “Private and Confidential” to the Vigilance Officer.

Risk Management Policy

Risk management is integral to good corporate governance and fundamental to achieving the company’s strategic and operational objectives. A Risk Management Policy provides a framework for managing risks and mitigating threats arising out of the environment under which the company operates. 

Every business is prone to risks that are inherent in nature. The policy’s objective is to identify the risks, mitigate the threats arising from those risks and, if possible, convert and capitalize the same into opportunities. This is required to ensure sustainable business growth with stability and transparency in reporting risks.

The Risk Management Process includes the following 

• Identification of key risks 
• Assessment of risks 
• Management of risks 
• Monitoring and reporting of risks 

Stakeholder Engagement Policy 

The Policy outlines our broad approach and framework for engaging with stakeholders. The Policy, in conjunction with our Code of Conduct, ensures consistency in stakeholder engagement across all operational areas of Lumina. Each business unit is required to follow the principles of this Policy and commit to nurturing the Company’s stakeholder relationships, ensuring effective and consistent engagement throughout the organization. We identify stakeholders as those individuals, groups of individuals or organizations that affect us and/or could be affected by our activities, services and the associated performance. Our key stakeholders include Investors, Customers, Employees, Communities, Business Partners, Financial Service Providers, Regulatory and Government Bodies, NGOs/Social organizations, Media etc.

Sustainability Policy

Sustainability management is an integral part of the business of Lumina Datamatics, which goes beyond economic, legal, or regulatory motives. The company understands the social and ecological impact of our business and works towards being a responsible global organization by adopting sustainability practices at all levels of our business, impacting the overall performance of the company. This policy defines the framework for the company’s sustainability and provides a governing platform for sustainability work streams to create long-lasting value for the business, the environment, and society.

The company focuses on good corporate governance and is strengthened by our commitment to sustainable development. We aim to follow and promote sustainable business practices and to co-create sustainable business value for our stakeholders to achieve their sustainability goals. We believe environmentally sustainable business operations will empower us to create a sustainable future.

Sustainability Sourcing Policy

Lumina Datamatics with the vision to be a leader in the world of content for consistently delivering superior business value to publishers and retailers worldwide. We conduct business that improves workers’ welfare, health, and safety across our supply chain, ensures compliance with the law, and adherence to ethical governance and sustainability standards. To achieve this vision, we have implemented a policy that aligns our goals with our valued business partners and promotes a culture of responsibility towards sustainability in all our stakeholders.

This policy applies to all our immediate business partners, including service and supply partners (“business partner/(s)”) based on the fundamental requirement of adherence to the internationally recognized standards on five core principles – Labour and Human Rights, Occupational Health and Safety, Environmental Sustainability, Business Integrity, and Governance.

We are committed to working with our business partners through collaborations and improvement in their process for responsible procurement based on best practices. Aligning our business partners with this policy is a journey, not a one-time event. 

Gender Equality 

The company promotes and supports a diverse workforce at all levels of the company across geographies. The company believes that diversity and inclusivity (D and I) in the workplace is an instrument for growth. The company has 42.37% female employees compared to all employees’ strengths.