Ambuja Cements is dedicated to upholding the highest standards of corporate governance. Committed to fulfilling stakeholder needs and expectations, the Company conducts its business responsibly, ethically, and in full compliance with relevant laws and regulations.
Governance
Upholding the highest standards of governance, transparency, and compliance is at the core of Ambuja Cements' operations. The Company’s Board Committees actively oversees ESG risks, opportunities, strategic initiatives, and key performance indicators, with regular reviews taking place in Management Committee meetings. A dedicated ESG and sustainability team ensures alignment with business objectives. Recognised with a ‘Good’ rating in the 2024 Indian Corporate Governance Scorecard by IIAS, Ambuja Cements remains committed to integrating ESG principles to foster resilience, growth, and long-term stakeholder value.
Board Committees
The Company’s Board Committees are responsible for managing specific activities and addressing various matters, ensuring strong corporate governance across the organisation. These Committees are established with formal approval from the Board to carry out well-defined roles, performed by Board members as part of best governance practices. The Board supervises its duties through the Committees, ensuring the implementation of effective governance practices.
Statutory Committees
Governance Committees
Board Independence
The Independent Directors have submitted their Declaration of Independence, reaffirming their ongoing commitment to the independence criteria outlined in Section 149 of the Companies Act, 2013, and Regulation 16 of the SEBI Listing Regulations. The SEBI Listing Regulations require Company to have at least half of their total Directors as Independent Directors, a requirement that the Company fully complies with.
Importantly, there have been no changes to their status as Independent Directors. The Board consists of four Independent Directors and one Non-executive Non-independent Director (LIC nominee), and detailed profiles of individual Directors are available in the Corporate Governance Report, providing in-depth information about their backgrounds. The Board confirms that the Independent Directors are highly respected professionals with integrity, possessing the required expertise and experience in their respective fields.
Board Participation
The Board oversees the Company's performance and strategic decision-making by evaluating various operational aspects, including risk management, sustainability and stakeholder relationships. Regular Board meetings are held to assess and provide input, with an impressive 98.95% attendance during FY 2024-25, reflecting active engagement.
Ambuja Cements is the first Company in the country to integrate Board-level participation in compliance matters, with a dedicated committee, chaired by an Independent Director, established for this purpose.
The Company’s senior management regularly briefs the Board on key business matters, and at an annual special meeting, Board members review and approve the business plan for the upcoming year. The Audit Committee and the Board carefully review and approve all related-party transactions, seeking shareholders’ approval whenever required. All related-party transactions are conducted at arm’s length and in compliance with the Companies Act 2013 and the SEBI Listing Regulations. Details of related-party transaction management processes can be found in the financial statements section of the Integrated Annual Report 2024-25.
Senior management consistently updates the Directors on business processes and activities. Frequent interactions with the Adani Group Management ensure that Directors are informed of the Group's best practices and key events. The Nomination and Remuneration Committee leads the Company’s succession planning process. Through various committees, the Board ensures alignment with environmental, social, and governance standards, seeking regular updates on project operations and developments across the organisation.
| Name, Designation & DIN of Directors |
Category | No. of other Directorships held in Indian Listed Companies | Committee Positions in India | |
|---|---|---|---|---|
| Chairperson | Member | |||
| Mr. Gautam Adani, Chairman (DIN: 00006273) |
Non-executive, Non-independent | 6 | 0 | 0 |
| Mr. Karan Adani (DIN: 03088095) |
Non-executive, Non-independent | 2 | 0 | 2 |
| Mr. Ajay Kapur (DIN: 03096416) |
Managing Director | 1 | 0 | 1 |
| Mr. Vinod Bahety (DIN: 09192400) |
Whole-Time Director and CEO | 3 | 0 | 0 |
| Mr. Rajnish Kumar (DIN: 05328267) |
Non-executive, Independent | 2 | 2 | 0 |
| Mr. Maheswar Sahu (DIN: 00034051) |
Non-Executive, Independent | 2 | 2 | 3 |
| Mr. Purvi Sheth (DIN: 06449636) |
Non-Executive, Independent | 4 | 0 | 1 |
| Ms. Ameet Desai (DIN: 00007116) |
Non-executive, Independent | 2 | 0 | 1 |
| Mr. Praveen Garg (DIN: 00208604) |
Non-executive, Independent | 1 | 3 | 0 |
| Mr. M. R. Kumar (DIN: 03628755) |
Non-executive, Non-independent (LIC nominee) | 3 | 0 | 2 |
Board Effectiveness
The Company ensures that the Board is aligned with long-term objectives and remains dedicated to serving the best interests of its stakeholders. By focusing on strategic direction, risk management, financial performance, shareholder engagement, and sustainability, the Board strives to create lasting value for shareholders.
The Board actively monitors the execution of the Company’s strategy, assesses risks, and ensures transparent communication of financial information. Its responsibilities include considering the long-term impacts of decisions, optimising resource use, and promoting an ethical environment, which involves implementing measures to prevent corruption and unethical practices.
Board Evaluation
The Board established a formal process to assess its performance, along with that of its Committees and individual Directors, including the Chairman. This evaluation followed a structured approach, addressing various aspects of the Board’s functioning such as composition, Committee effectiveness, experience, competencies, fulfilment of specific duties, contribution to meetings, and overall governance practices.
The Company hired independent external agency to facilitate the Board evaluation. The process included independent discussions with all Board members, focusing on key themes like Fiduciary Role of the Board, strategy involvement, discussion quality, leadership and organisation health, and Board Structure & Capability.
Following the above process, meeting of Independent Directors and the Board convened to discuss the performance of the Board, its Committees, and individual Directors.
Board Remuneration
The Directors' Remuneration Policy governs the Board’s compensation in accordance with applicable laws and regulations. The policy ensures that the remuneration levels and composition for Directors are optimal and in line with regulatory requirements.