GOVERNANCE

Upholding a culture of accountability

We are guided by a strong value system and take pride in being a responsible corporate body that has consistently built upon its solid foundation of oversight. By abiding with the established laws and regulations, and ingraining a culture of compliance, accountability and ethical conduct across the organisation, we are upholding the best interests of our stakeholders.

Our business is underpinned by our adherence to high ethical standards and best practices in corporate governance. As a public company, we are committed not merely to guarantee consistent profitability to our shareholders, but also contribute to the economic growth of the nation by performing with integrity and in strict compliance with public laws and regulations. We are, at the same time, committed to work in the best interests of our stakeholders, which include not only our business partners, and employees but also the larger society we impact through our operations.

The Board of Directors at Ambuja Cement provides leadership to the Company, ensures that it delivers shareholder value, provides oversight and guides the management and approves the strategic objectives of the Company. Above all, it ensures that the Company is able to remain true to its obligations to the stakeholders and function in a sustainable way. The Board executes its duties in a way that involves careful risk considerations so that the Company is able to remain viable in the long term.

Our Board comprises of 15 Directors, 1 Executive and 14 Non-executive Directors, including 5 Independent Directors.

The Board supervises the performance of the Company and takes decision on its strategies while reviewing various aspects of its operations that includes, but is not limited to, risk management, sustainability and stakeholder relationship, among others. The Board holds regular meetings to review and give its opinion on various matters. The active involvement of the Board is evident from the fact that meeting attendance was 94% during 2021.

Ambuja Cement is the first company in the country to involve Board-level participation for compliance, with a committee formed specifically for this purpose and chaired by an Independent Director.

The senior management of the Company regularly updates the Board on key matters that concern and impact the business. At a special meeting every year, Board members are required to review and approve the business plan for the next year and give its feedback, which is addressed while drawing up the final plan. The Audit Committee and the Board also review and approve every relatedparty transaction. We seek the approval of the shareholders whenever necessary.

More than 46% of the Board members have been associated with the Company for five years or more. The average tenure of the Board during 2021 was six years.

The senior management of the Company ensures that the Directors are regularly familiarised and updated on business processes and key activities. Interaction with the Holcim management is undertaken regularly and the Directors updated about the best practices and key events at the Group level. Details about the familiarisation programme can be accessed on the Company website at https://www.ambujacement.com/Upload/ PDF/Familiarization-Programme-for- Independent-Directors.pdf

A key matter that involves the Board is succession planning. Under the aegis of the Board, the Nomination and Remuneration Committee drives the succession planning process for the Company.

All related-party transactions are entered into on an arm’s length basis and are compliant with the applicable provisions of the Companies Act, 2013 and the Listing Agreement. No materially significant related party transactions, having potential conflict with the interests of the Company at large, have been made by our Promoters, Directors and key managerial personnel among others. The details of the process to manage relatedparty transactions are provided on page 243 and those of transactions with related parties are provided in the financial statements that form part of the Annual Integrated Report 2021.

The Board ensures that the Company adheres to Environment, Social and Governance (ESG) parameters under various Board committees. It seeks regular updates on the functioning of each project and other specific updates.

VALUES, ETHICS AND INTEGRITY

The Board of Directors at Ambuja Cement has laid down a holistic Ethical View Policy (EVP) (akin to the Whistleblower Policy) and Anti-Bribery and Corruption Directive (ABCD) as an extension of its Code of Business Conduct and Ethics, which covers the Directors, employees and relevant stakeholders of the Company. Our policy of Zero Tolerance towards corruption and bribery ensures fair and transparent business dealings. These policies play a critical role in eradicating the risks of fraud, corruption and unethical business practices across our business value chain.

The Audit and Compliance Committees of the Board keep a stringent watch on the implementation and maintenance of ABCD and this is periodically reviewed by the Board. During 2021, we received 37 complaints, of which 13 complaints were pre-assessed, but did not warrant further investigation. About 22 complaints were investigated and concluded and 2 complaints are still under investigation. The investigated cases were mainly of the nature of kickbacks/favours from vendors (13%), violation of the Code of Conduct (55%) and non-Code of Conduct-related (32%). The financial impact of these cases was insignificant and caused no damage to the Company.

We have a vigil mechanism for disclosure and for avoiding conflict of interest in all our dealings that covers the Board of Directors and all employees across levels.

A more detailed review can be found in the Corporate Governance Report, forming part of this Integrated Report.

PREVENTION OF SEXUAL HARASSMENT (POSH)

We have a comprehensive POSH policy, which is overseen by the Chief Financial Officer (CFO). We practice a policy of Zero Tolerance towards any misconduct, particularly of sexual harassment. Any reported incident is investigated with due attention and appropriate decisions are taken based on the outcome of the investigation. During the year under review, we received one POSH-related complaint and it has been resolved.

INVESTOR GRIEVANCE

The Stakeholders’ Relationship Committee is responsible for managing investor grievances, and is assisted by the registrar and share transfer agent of the Company. We had no pending complaints at the beginning of the year; and received 30 new complaints during the year. At the end of the reporting period, all complaints were addressed. Based on the nature of the queries/ complaints, we usually take seven days to a month to resolve investors’ complaints.