Board Governance and Advisory Policy

Supansha Development Foundation (SDF)

Approved by the Board of Directors: 01 April 2025

1. Introduction

This Governance & Advisory Policy establishes a structured framework for Supansha® Development Foundation (SDF) to ensure transparency, accountability, integrity, and ethical standards. It is framed in alignment with Section 8 of the Companies Act, 2013, statutory requirements, and internationally accepted best practices in non-profit governance.

Applicability & Scope

  • Board of Directors (Executive, Non-Executive, and Independent Directors)
  • Board Committees constituted by the Board of Directors
  • External Advisors and Consultants engaged by SDF
  • Advisory Board Members

Alignment with Vision, Mission, and CREATE Values

This Policy reinforces SDF’s mission of empowering communities through sustainable programs in healthcare, wellbeing, education, livelihoods, research, data science, biodiversity, and eco-care.

SDF’s CREATE Values:

  • C – Choices for All
  • R – Respect with Inclusion
  • E – Empathy in Action
  • A – Accountability
  • T – Transformation
  • E – Efficacy

These values drive our work across child development, adolescent care, youth enrichment, women empowerment, positive masculinity, elder support, ability inclusion, eco-stewardship, and community enrichment.

Reference to Foundational Documents

This Policy derives authority from the Memorandum of Association (MoA) and Articles of Association (AoA) of SDF. In case of inconsistency, Section 8 of Companies Act, 2013, and MoA/AoA shall prevail.

Governance Standards & Global Alignment

  • OECD Principles of transparency, accountability, and inclusivity
  • National Voluntary Guidelines (2011) of India
  • National Guidelines on Responsible Business Conduct (NGRBC, 2019) aligned with UN SDGs

2. Statutory Compliance: Section-8 Company Requirements

  • Board Meetings: At least one Board Meeting every six months; gap between meetings shall not exceed six months.
  • Annual General Meeting (AGM): Conducted within six months of financial year-end; gap between AGMs shall not exceed 15 months.
  • Statutory Filings & Registers:
    • Appointment of Auditor (Form ADT-1)
    • Annual Financial Statements (Form AOC-4)
    • Annual Return (Form MGT-7)
    • Income Tax Return (Form ITR-7)
    • Form 10BD and issuance/record of Form 10BE (Donation Receipts)
    • Maintenance of statutory registers (Members, Directors, Contracts, etc.) and event-based filings
  • Auditor & Chartered Accountant Appointment:
    • Statutory Auditor / Audit Firm as per Companies Act, 2013
    • Internal/concurrent or project-specific external audits as required
    • Chartered Accountant to oversee compliance, audits, reports, and advisory
  • Compliance Officer: Designated by Board to ensure statutory adherence, monitor regulatory updates, coordinate with auditors/consultants

3. Board of Directors

  • Composition & Structure: Section 8 compliance, diversity, expertise, gender balance
  • Roles & Responsibilities: Strategic oversight, policy approval, fiduciary duties, compliance monitoring, risk management
  • Term of Office & Renewal: As per Companies Act and AoA
  • Conflict of Interest: Disclosure mandatory; abstention from related decision-making
  • Remuneration & Reimbursements: As per Section 13

4. Independent Directors

  • Eligibility: Meets Companies Act independence standards
  • Responsibilities: Impartial judgment, safeguard stakeholder interests
  • Rights & Limitations: Access information, right to dissent, seek external advice; not involved in daily operations
  • Remuneration: As per Section 13

5. Non-Executive Directors

  • Provide strategic advice and external perspective
  • Not involved in daily operations
  • Accountable to fiduciary duties and governance standards

6. Board Committees

  • Types: Audit, HR & Remuneration, CSR, Governance, Ethics, or others as required
  • Roles: Subject expertise, compliance oversight, reporting to Board
  • Appointment & Rotation: By Board; rotation encouraged every 3 years
  • Meetings: Each committee shall meet at least twice annually, or more frequently as required by law or charter

7. External Advisors / Consultants

  • Appointed via Board approval for project/term-specific assignments
  • Engagements documented via contracts/MoUs
  • Bound by confidentiality and ethical standards
  • Annual performance evaluation to ensure alignment with SDF mission

8. Advisory Board

  • Provides strategic guidance, networking, and thought leadership
  • No fiduciary or legal responsibilities
  • Members appointed for fixed terms (1–3 years)
  • Meets at least twice annually

9. Code of Conduct & Ethics

  • Integrity & Transparency in decision-making
  • Confidentiality & Data Protection
  • Conflict of Interest: Disclosure mandatory
  • Legal Compliance: Companies Act 2013, Income Tax Act, CSR Rules, FCRA
  • Annual Declaration of Compliance by governance members

10. Meetings & Decision-Making

  • Quorum & Voting: As per Companies Act and AoA; Chairperson has casting vote
  • Decision-Making Process: Consensus; majority vote if consensus fails
  • Record-Keeping: Minutes recorded, signed, preserved securely

11. Performance Evaluation & Accountability

  • Annual self-assessment of contributions
  • External evaluation every 3 years (if required)
  • Governance performance disclosed to stakeholders in Annual Report

12. Capacity Building & Training

  • Mandatory induction for new members
  • Continuous training on CSR, governance, fundraising, impact measurement
  • Periodic workshops on ethics, leadership, accountability

13. Remuneration, Benefits & Reimbursements

  • Directors & Independent Directors: Sitting fees, travel, meeting reimbursements only
  • Advisors/Consultants: Compensation via contracts/MoUs
  • Allowances governed by HR & Travel Policy

14. Succession Planning

  • Ensure leadership continuity in Board and Committees
  • Overlap allowed for smooth transition
  • Maintain succession pipeline for key positions

15. Review & Amendment of Policy

  • Reviewed every 2 years or earlier if laws/regulations change
  • Amendments require Board approval

Contact for Queries

Supansha® Development Foundation (SDF)
Registered Office: 13/50, Sethinagar, Gupteshwar Road, Jabalpur – 482008, Madhya Pradesh, India
Email: supansha@supansha.org
Website: www.supansha.org