We have devised a robust governance framework which rests on the twin pillars of transparency and integrity. We are led by a distinguished and experienced Board. Together with the senior management, peopled by expert professionals, the Board upholds our values and principles as custodians of our governance system.
Balanced Board of Executive and Non-Executive Independent Directors with a diverse range of expertise and experience
Our Audit Committee is responsible for overseeing and evaluating the performance of the external auditors on behalf of the board and recommends to the board whether a specific external auditor should be elected or re-elected. We have established stringent criteria for the performance assessment of an external auditor. The assessment includes technical and operational capability, credibility of the auditing firm, team strength, ability to provide transparent and accurate recommendations, open and effective communication and coordination with the Audit Committee, Corporate Auditing, and the management.
As per the Companies Act, 2013, no listed company can appoint or reappoint: An individual as auditor for more than one term of five consecutive years, and an audit firm as auditor for more than two terms of five consecutive years. JSW Steel’s independent auditor, S.R. batliboi & Co. llP (SRbC), is eY’s network company performing the audit function in India. The firm follows a stringent process for assigning partners who are in charge of audits. The firm has laid out guidelines for partners’ rotation requirements.
For us, cybersecurity is a top priority. As we embed digitalisation into our operations, our business is more prone to cyber threats. We have meticulously devised ways through which we can protect our business and our stakeholders, through various vulnerability and breach assessments, keeping ourselves updated as per the industry best practices. This is headed by our Chief Information Officer and overseen by the Risk Management board Committee.
Independent Directors on Board
Women Directors developed
Average tenure of Independent Directors
Average Board meeting attendance
We are committed to undertaking business ethically, and in doing so, improve consumer perception, reduce costs, and enhance employee satisfaction, among other long-term business goals. Our policies on business conduct show our commitment to embedding sound governance and transparency in our operations while tackling corruption and managing risks. Our board of Directors oversees our Code of conduct and corporate behaviour. 100% of our employees are committed to Code of Conduct.
We strongly advocate against any discrimination and stand with our team in the event of any violation. We involve our employees in upholding and sustaining the SA8000 policy. We are committed to ensuring a workplace that adheres to international guidelines and conventions such as ILO. We recognise that every individual brings a different and unique set of perspectives and capabilities to the team. We are committed to employing people solely based on their skills, ensuring no discrimination based on race, colour, age, gender, sexual orientation, gender identity and expression, ethnicity, religion, disability, family status, or social origin, among others.
During FY 2021-22, we contributed around `11.10 crores towards memberships of oranisations such as World Steel, Indian Steel Association, ASSOCHAM and FICCI. Direct monetary contributions were not given to the political parties. Tax details are present in Form AOC which is a part of this report.
We are an active member of various trade bodies and associations that help us voice our opinions to the larger audience, and we even serve as fora for cross-pollination of ideas and thoughts. We strive to regularly participate in discussions conducted by these bodies, helping us keep a pulse on industry trends at both the global and regional levels.
We have policies to govern business conduct which apply to all our employees and value chain partners. We also have a structured stakeholder grievance redressal mechanism through which stakeholders can freely share their concerns and grievances. In FY 2021-22, we received 663 shareholder complaints. All of them were looked into and satisfactorily resolved.
We have a Whistleblower Policy in place so that our people can report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct or Ethics Policy. We have launched a dedicated ‘Ethics Helpline’ to discuss the concerns of our stakeholders, including employees, Directors, vendors and suppliers. Our helpline is managed by independent consultants. During FY 2021-22, there have been 5 whistle blower cases and 4 have been resolved, with one case under investigation.
We have set up several internal systems and policies to establish a robust corporate culture while ensuring seamless business operations. These include policies on key domains such as corporate governance, sustainability and CSR among many others. To read more on our policies please refer to our website.
https://www.jswsteel.in/investors/jsw-steel- governance-and-regulatory-information-policies-0
We have devised a robust governance framework which rests on the twin pillars of transparency and integrity. We are led by a distinguished and experienced Board. Together with the senior management, peopled by expert professionals, the Board upholds our values and principles as custodians of our governance system.
Chairperson Emeritus
Chairman and Managing Director, Non-Independent Executive Director
Board Tenure
Joint Managing Director & Group CFO, Non-Independent Executive Director
Board Tenure
Executive Director
Board Tenure
Dy. Managing Director
Board Tenure
Nominee Director, JFE Steel Corpn, Japan
Board Tenure
Nominee Director, KSIIDC
Board Tenure
Independent Non-Executive Director
Board Tenure
Independent Non-Executive Director
Board Tenure
Independent Non-Executive Director
Board Tenure
Independent Non-Executive Director
Board Tenure
Independent Non-Executive Director
Board Tenure
Additional Director (Independent)
Board Tenure
Audit Committee, a sub-committee of the Board of Directors, comprises Independent Directors. The Audit Committee oversees the Company’s financial reporting process, approves related-party transactions and regularly reviews financial statements, changes in accounting policies and practices, audit plans, significant audit findings, adequacy of internal controls, compliance with accounting standards, appointment of statutory auditors among others.
Number of meetings held: 10
The Nomination & Remuneration Committee’s constitution and terms of reference are in compliance with the provisions of the Companies Act, 2013 and Regulation 19 and Part D of the Schedule II of the SEBI (LODR) Regulations. The primary responsibilities of the Committee include identifying persons qualified to become Directors, decide on senior management appointments and carrying out evaluation of every Director’s performance. The Committee also looks into extension of tenures of Independent Directors on the basis of the report of performance evaluation of Independent Directors.
Number of meetings held: 2
To periodically look into the functioning of the Company’s shareholder/investor grievance redressal system and oversee improvements in the same, besides reporting serious concerns, if any.
Number of meetings held: 3
To periodically review risk assessment and minimisation procedures and ensure that the Executive Management controls risk by means of a properly defined framework, besides reviewing major risks and proposed action plans.
Number of meetings held: 2
To closely monitor the progress of large projects, in addition to ensuring a proper and effective coordination among the various project modules, essentially with the objective of timely project completion within the budgeted project outlay.
Number of meetings held: 4
Responsible for the adoption of National Guidelines on Responsible Business Conduct (NGRBC) in the business practices of JSW Steel. The committee also overlooks matters related to climate change, water and biodiversity and guides required actions for these sustainability practices.
Number of meetings held: 3
To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate a list of CSR projects or programmes which a Company plans to undertake while also recommending the amount of expenditure to be incurred on each of the activities and to monitor the CSR policy of the Company from time to time.
Number of meetings held: 2
To take protective measures to hedge forex losses and to decide on all matters related to commodities hedging and to take measures to hedge commodity price fluctuations.
Number of meetings held: 3
To approve availing of credit/financial facilities. To open new Branch Offices of the Company. To make loans to Individuals/Bodies Corporate and/or to place deposits with other Companies/ firms. To open Current Account(s), Collection Account(s), Operation Account(s), or any other Account(s) with Banks and to authorize personnel to sign excise, import and export documents, execute Customs House Documents.
Number of meetings held: Need based – several meetings (20)
To determine the terms and conditions of grant, issue, re-issue, cancellation and withdrawal of Employee Stock Options from time to time. To formulate, approve, evolve, decide upon and bring into effect, suspend, withdraw or revive any sub-scheme or plan for the purpose of grant of Options to the employees. To issue any direction to the trustees of the JSW Steel Employees Welfare Trust. To make necessary amendments to the JSW Steel Employees Welfare Trust Deed, if need be. To lay down the procedure for making a fair and reasonable adjustment. To lay down the method for satisfaction of any tax obligation arising in connection with the Options or such Shares and to lay down the procedure for cashless exercise of Options.
Number of meetings held: 1
To implement the ‘JSWSL Code of Conduct to Regulate, Monitor and Report trading by Insiders’ and the SEBI (Prohibition of Insider Trading) Regulations, 1992.
Number of meetings held: 3
