JSW Steel - Board Committee

The Company has 14 standing committees constituted by the Board, viz. Audit Committee, Project Review Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Finance Committee, Risk Management Committee, Business Responsibility/Sustainability Reporting Committee, CSR Committee, Hedging Policy Review Committee, Share Allotment Committee, JSWSL ESOP Committee, JSWSL Code of Conduct Implementation Committee, Share/Debenture Transfer Committee and Inquiry Committee for inquiring leak or suspected leak of unpublished price sensitive information. Besides, the board constitutes additional functional committees from time to time, depending on business needs.

 

Audit Committee

Pursuant to the reconstitution of the Audit Committee by the Board in its meeting held on 23.07.2021, the Audit committee comprises of three Non-Executive Directors (all of whom are Independent Directors). The Members of the Audit Committee are: Mr. Seturaman Mahalingam, Mr. Malay Mukherjee & Mr. Haigreve Khaitan. The Chairman of the Audit Committee is Mr. Seturaman Mahalingam.

The Committee’s primary duties and responsibilities are to:

  • Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
  • Reviewing with the management the financial statements and auditor’s report thereon before submission to the Board.
  • Re-commending to the Board, the appointment, re-appointment, remuneration and terms of appointment of Auditors of the Company.
  • To review reports of the Management Auditors and Internal Auditors and discussion on any significant findings and follow up there on.
  • Reviewing with the management, external and internal auditors, the adequacy of internal control systems, and the Company’s statement on the same prior to endorsement by the Board.
  • Evaluation of the internal financial controls and risk management systems.
  • To review the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
  • To approve transactions of the Company with related parties and subsequent modifications of the transactions with related parties.
  • In addition, the powers and role of the Audit Committee are as laid down under Regulation 18(3) and Part C of Schedule II of the SEBI (LODR Regulations) and Section 177 of the Companies Act, 2013.

 

Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee comprises of 3 Non-Executive Directors all of whom are Independent Directors. The Members of the committee are: Dr (Mrs) Punita Kumar Sinha (Chairperson), Mr. Seturaman Mahalingam and Mrs. Nirupama Rao.

The Stakeholders Relationship Committee’s constitution and terms of reference are in compliance with provisions of the Companies Act, 2013 and Regulation 20 and Part D of Schedule VI of the SEBI (LODR Regulations).

Mr. Lancy Varghese, Company Secretary is the Compliance Officer for complying with the requirements of SEBI Regulations and the Listing Agreement with the Stock Exchanges in India.

 

Nomination & Remuneration Committee

Pursuant to the reconstitution of the Nomination & Remuneration Committee by the Board in its meeting held on 23.07.2021, the Nomination & Remuneration Committee comprises of four Non-Executive Directors (all of whom are Independent Directors). The Members of the committee are: Mr. Harsh Charandas Mariwala (Chairman), Mr. Seturaman Mahalingam, Mr. Malay Mukherjee & Mrs. Nirupama Rao.

The terms of reference of the Committee inter alia, include the following:

  • Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and carry out evaluation of every director’s performance.
  • Formulating criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.
  • Formulating criteria for evaluation of Independent Directors and the Board.
  • Devising a policy on Board diversity.
  • Recommending whether to extend or continue the term of appointment of independent director on the basis of the report of performance evaluation of independent directors.
  • Recommending to the Board, all remuneration, in whatever form payable to Senior Management.

 

Risk Management committee

The Risk Management Committee comprises of 6 Directors. The Members of the committee are: Mr. Malay Mukherjee (Chairman), Mr. Seshagiri Rao MVS, Dr. Vinod Nowal, Mr. Jayant Acharya, Dr (Mrs) Punita Kumar Sinha and Mr. Harsh Charandas Mariwala.

The terms of reference of the Committee are as follows:

  • To periodically review risk assessment and minimization procedures to ensure that Executive Management controls risk through means of a properly defined framework including cyber security.
  • To review major risks and proposed action plan.

 

Project Review Committee

The Project Review Committee comprises of 4 Directors. The Members of the committee are: Mr. Malay Mukherjee, Dr. Vinod Nowal, Nominee Director of JFE Steel Corporation & Mr. Seturaman Mahalingam.

The terms of reference of the Committee are as follows:

  • To closely monitor the progress of Large Projects, in addition to ensuring a proper and effective co-ordination amongst the various project modules essentially with the objective of timely project completion within the budgeted project outlay.
  • To review new strategic initiatives.

 

Finance committee

The Finance Committee comprises of 3 Directors. The Members of the committee are: Mr. Seshagiri Rao, Dr. Vinod Nowal and Mr Jayant Acharya.

The terms of reference of the Committee are as follows:

  • To avail credit/financial facilities of any description from Banks/Financial Institutions/ Bodies Corporate.
  • To invest and deal with any monies of the Company upon such security or without security.
  • To make loans to Individuals/Bodies Corporate and/or to place deposits with other Companies/Firms upon such security or without security.
  • To give guarantee or provide security in respect of loans made by subsidiaries, Joint Ventures and Associates.
  • To open Current Account(s), Collection Account(s), Operation Account(s), or any other Account(s) with Banks, Demat accounts with depositories such as NSDL and CDSL through intermediaries / Depository Participant (DP) and also to close all such accounts.
  • To open new Branch Offices of the Company, to declare the same as such under section 2(14) of the Companies Act, 2013 and to authorise personnel to register the aforesaid branches and deal with various authorities such as the GST, Profession Tax, Commercial Tax, State & Central Sales Tax, VAT Authorities and other local Authorities.
  • To authorise personnel to sign excise, import and export documents, execute Customs House Documents like Shipping Bills, Bills of Entry, refund vouchers/duty draw back bills, Provisional Duty Bond (P.D.Bond), Test Bond, EPCG Bond etc..
  • To Authorise personnel to sign and execute Letter of Indemnity (LOI) on behalf of the Company, for all export & import documentation purpose.

 

CSR Committee

The CSR Committee comprises of 6 Directors. The Members of the committee are: Mrs. Nirupama Rao (Chairperson), Mr. Seshagiri Rao MVS, Dr. Vinod Nowal, Mr. Jayant Acharya, Dr (Mrs) Punita Kumar Sinha and Nominee Director KSIIDC.

The terms of reference of the Committee are as follows:

  • To formulate and recommend to the Board, a Corporate Social Responsibility Policy (CSR Policy), which shall indicate a list of CSR projects or programs which a Company plans to undertake falling within the purview of the Schedule VII of the Companies Act, 2013, as may be amended.
  • To recommend the amount of expenditure to be incurred on each of the activities to be undertaken by the Company, while ensuring that it does not include any expenditure on an item not in conformity or not in line with activities which fall within the purview of Schedule VII of the Companies Act, 2013.
  • To approve the Annual Report on CSR activities to be included in the Director’s Report forming part of the Company’s Annual Report and Attribute reasons for short comings in incurring expenditures.
  • To monitor the CSR policy of the Company from time to time; and
  • To institute a transparent monitoring mechanism for implementation of the CSR Projects or programs or activities under taken by the Company.

 

Business Responsibility/Sustainability Reporting Committee

This Committee comprises of 6 Directors. The Members of the Committee are: Mr.Malay Mukherjee (Chairman), Mr. Seshagiri Rao MVS, Dr. Vinod Nowal, Mr. Jayant Acharya, Dr (Mrs) Punita Kumar Sinha and Mrs. Nirupama Rao.

The terms of reference of the Committee are as follows:

  • Responsible for the adoption of National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) in business practices of JSW Steel.
  • Responsible for the policies created for or linked to the 9 key principles of the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business’.
  • Review the progress of initiatives under the purview of business responsibility (sustainability) policies mentioned above.
  • Review business responsibility reporting disclosures on a pre-decided frequency (monthly, quarterly, bi- annually).
  • Review the progress of business responsibility initiatives at JSW Steel.
  • Review the annual business responsibility report and present it to the Board for approval.