Measuring Our Success

Business Ethics

At JSW Steel, we are committed to operating with the highest standards of integrity, transparency, and accountability across all levels of the organization. Our Policy on Business Conduct outlines the principles of honesty, fairness, and good faith that guide our operations. All employees are expected to act within their authority, dedicate sufficient time to their responsibilities, and uphold the interests of stakeholders ethically. The policy is approved by the Board of Directors and is periodically reviewed to ensure alignment with evolving global standards.

Our Principles and Governance

We engage with internal audits and third-party assurance (by Bureau Veritas India Pvt. Ltd.) to validate the accuracy of disclosures and ethical practices. The Board and its Committees oversee compliance, risk management, and ethical conduct across the organization. JSW Steel’s ethical framework is built on the following pillars:

Integrity

Conducting business with honesty and fairness.

Transparency

Open communication and disclosure of relevant information.

Accountability

Taking responsibility for decisions and their impact.

Respect for Human Rights

Upholding dignity and equality in all operations.

Zero Tolerance for Corruption

Strict policies against bribery, insider trading, and unethical practices.

These principles are embedded in our Code of Conduct , which applies to directors, employees, suppliers, and partners. For more details on our policies, refer to JSW – Sustainability – Policies

Whistleblower Policy

We have whistleblower policy in place. Whistleblowers are allowed to submit reports anonymously. We recognize the importance of anonymity in encouraging people to come forward. Therefore, we allow whistleblowers to submit reports anonymously, and we are committed to protecting their identity throughout the process.

Every report we receive is handled through a structured and transparent investigation process. We begin with a preliminary assessment to determine the validity and seriousness of the concern. Established procedures are in place to address breaches of the company’s policies including JSW Policy of Business Conduct, including corruption, bribery, whistleblower and all other provisions as laid under code of conduct.

Complaints received through the Ethics Helpline are logged and reviewed by the Ethics Chairman, who assesses their nature, severity, potential impact and scope, and assigns them to an Ethics Investigator. Investigations may include document reviews, stakeholder interviews, evidence collection and other fact-finding activities, with findings documented in an investigation report. The report is reviewed by the Ethics Chairman, presented to the Ethics Committee for recommendations on the proposed course of action, and subsequently submitted to the Chief Ethics Counsellor for final approval. Upon approval, the case is formally closed, and the recommended actions are communicated to relevant stakeholders for implementation.

We ensure that all outcomes are documented, corrective actions are implemented, and follow-ups are conducted to prevent recurrence.

Confidentiality

All reports are treated with strict confidentiality, and access to the information is restricted to authorized personnel involved in the investigation.

Zero Tolerance for Retaliation

We maintain a zero-tolerance policy towards any form of retaliation against whistleblowers. We are committed to protecting those who report concerns in good faith, and any retaliatory action is treated as a serious violation of our Code of Conduct.

Training and Awareness

To ensure that our employees are aware of and confident in using the whistleblowing mechanism, we conduct regular training and awareness programs. These initiatives help our teams understand how to access the reporting channel, what types of issues can be reported, and the protections available to them.

Board Accountability and Governance Framework

JSW Steel maintains a strong governance framework designed to promote accountability, transparency, and long-term value creation for shareholders and other stakeholders.

We adhere to the minimum attendance criteria as per the Companies Act, 2013. In accordance with Section 167-1 (b) of Companies Act, 2013, the Directors are required to attend a minimum of one meeting conducted during the year - following which, a Director shall incur disqualification if he/she does not meet the minimum attendance criteria and absents himself/herself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence from the Board.

During FY 25-26, 8 board meetings were held, hence the minimum attendance requirement was 1 out of 8, which works out to 12.5%. This is in alignment with requirements of SEBI LoDR.

In accordance with the provisions of Section 14 of the Companies Act, 2013, any alteration to the Articles of Association (commonly referred to as the bylaws) of JSW Steel Limited shall be effected only by passing a special resolution at a general meeting of the shareholders.

The proposed amendments must first be approved by the Board of Directors and subsequently placed before the shareholders for their consideration and approval.

We have a robust succession planning framework in place, overseen by the Nomination & Remuneration Committee (NRC), which ensures leadership continuity across the Board of Directors, including the CEO, Key Managerial Personnel (KMPs), and Senior Management Personnel (SMPs).

The NRC plays a strategic role in identifying and building successors for critical roles, aligning these plans with the Company’s long-term objectives. By maintaining a balanced mix of experience and fresh perspectives, the Company fosters a dynamic leadership pipeline. As part of this approach, international exposure is provided to identified successors to equip them with comprehensive business insights.

In alignment with Clause 196 of the Articles of Association, which addresses matters of indemnity and director responsibility, and pursuant to Regulation 25(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and Pursuant to Section 149(12) of the Act, JSW Steel has appropriate coverage for its Directors.

As such there are no limitations on directors’ liabilities, however, as part of its governance framework, we maintain a Directors & Officers policy for a defined term, with coverage tailored to the nature and extent of risks as assessed by the Board.

In FY 2025-26, there were zero cases of corruption or bribery, conflicts of interest, and money laundering or insider trading.

CEO Compensation

At JSW Steel, the CEO’s compensation is structured to reflect the Company’s commitment to performance-driven leadership and long-term value creation. The annual variation in the CEO’s remuneration is directly linked to a comprehensive performance evaluation process that considers multiple dimensions of executive effectiveness.

Key factors include the CEO’s tenure, leadership capabilities, domain expertise, strategic contribution to the Company’s growth, and efforts in human resources development.

Evaluations are conducted using a balanced and transparent framework that adheres to reasonable standards and incorporates both quantitative and qualitative metrics.

Financial performance indicators such as sales and operating income, which underpin critical ratios like Return on Equity (ROE) and Return on Invested Capital (ROI), form a core part of the assessment.

Comparative benchmarks, including stock price movement relative to steel industry peers, competitiveness, and ESG parameters are also considered to ensure market alignment and stakeholder accountability.

Long-Term Performance Alignment

JSW Steel seeks to align executive compensation with sustainable long-term performance through a combination of fixed pay, performance-linked remuneration, and long-term incentive opportunities, including equity-based awards where applicable.

We have a clawback provision in place for our CEO. Mr Jayant Acharya who was re-appointed as the Whole-time Director of the Company, designated as ‘Jt. Managing Director & CEO’, for a period of five years, with effect from May 7, 2024. Clawback option was a provision of this proposal, as approved during the annual general meeting.

Long-term incentive awards are subject to defined vesting conditions and timelines designed to encourage sustained value creation and reinforce alignment between executive rewards and long-term shareholder interests. Equity-linked incentives, where granted, promote long-term ownership orientation and help balance short-term performance considerations with long-term strategic outcomes.

The CEO is provided with ESOPs with the vesting schedule at 25% at the end of 2nd year (first tranche), 25% at the end of 3rd year (second tranche) and the remaining 50% at the end of 4th year (third tranche) from the date of grant respectively. The vesting for 60% of ESOP options shall be linked to business performance for OPJ Samrudddhi Plan 2021 and OPJ ESOP Plan 2021, thereby performance period for variable CEO compensation is 4 years due to the vesting tenure of these options.

Management Ownership

We periodically review our internal pay structures to ensure competitiveness, fairness, and alignment with performance. Information regarding the ratio between CEO remuneration and median employee remuneration is disclosed in accordance with regulatory requirements, providing stakeholders with a broader understanding of compensation practices across the organization.

Customer Relations Management

At JSW Steel, we place customer centricity at the core of our business strategy, product innovation, and service delivery approach. We maintain multiple customer engagement and support channels that enable our customers to seek assistance, provide feedback, raise concerns, and collaborate with us on improving products and services.

We continuously evaluate opportunities to enhance accessibility and ease of engagement for diverse customer groups, including elderly and differently-abled customers. Customers can contact us through online contact forms, email-based communication channels, dedicated contact points, direct engagement with our sales and technical teams, and physical interactions across our business network.

We also provide a dedicated digital platform, JSW Sambandh, through which customers can register product-related feedback and complaints, track status updates, and monitor the progress of their requests and resolutions.

We actively incorporate customer insights, industry requirements, and market feedback into our product and service development processes. By continuously engaging with customers across sectors, we identify evolving requirements and translate these insights into product innovation and value creation. Our product development initiatives are therefore closely aligned with customer expectations, emerging market trends, and sector-specific demands.

We have established a structured mechanism for managing customer concerns and complaints, which is aligned to ISO 10002. Through the JSW Sambandh platform, customers can submit product-related feedback and complaints, receive acknowledgement of their submissions, track complaint status, and monitor progress through different stages of review and resolution. These are then resolved by a dedicated customer complaint management team which ensure the feedback and complaints are resolved within a reasonable time period. This process enables transparent complaint management while helping us identify opportunities for continuous improvement in both products and services.

Regulatory Compliance Framework

JSW Steel complies with all applicable national and international laws, regulations, and standards. Our compliance framework ensures mapping with National frameworks:

  • Adherence to SEBI (LODR) Regulations, 2015 and its amendments.
  • Conformance with Companies Act, 2013, including board composition, director responsibilities, and shareholder rights.
  • Implementation of Business Responsibility and Sustainability Reporting (BRSR) as mandated by SEBI Regulation 34(2)(f) based on the core principles of National Guidelines for Responsible Business Conduct’ (NGRBCs).

As part of our commitment to ethical business practices, JSW Steel goes beyond compliance by focusing on areas that strengthen organizational resilience and stakeholder trust. These areas address emerging challenges and ensure that the company operates with integrity and transparency at every level. The following sections highlight key aspects that support this vision and demonstrate how JSW Steel safeguards its operations while promoting responsible growth:

Read more about our ethical governance and compliance performance in our Integrated Annual Report.

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