integrity and ethics
Driven by a robust values system, we take great pride in our role as a responsible corporate entity that continuously strengthens its foundation of governance. Our commitment to adhering to laws and regulations, organisational culture of compliance, accountability, ethical conduct, help us safeguard 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 guides the Company in its strategic direction, ensures that it delivers stakeholder value, provides oversight and guides the management. Further, the Board also 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.
Board composition
Directors
Executive
Director
Non-Executive
Directors
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. Meeting attendance of 90% during the reporting period indicates the Board’s active involvement.
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 related-party transaction. We seek the approval of the shareholders whenever necessary.
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. The details of the process to manage related-party transactions are provided and those of transactions with related parties are provided in the financial statements that form part of the Annual Integrated Report 2022-23.
The senior management ensures that the Directors are regularly familiarised and updated on business processes and key activities. Interaction with the Adani Group Management is undertaken regularly and the Directors updated about the Group’s best practices and key events.
The Nomination and Remuneration Committee drives the succession planning process for the Company.
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 has laid down a Whistle blower Policy, covering the Directors, employees and relevant stakeholders. Our policy of Zero Tolerance towards corruption ensures fair and transparent business dealings.
The Audit and Compliance Committees of the Board keep a stringent watch on the implementation and maintenance of Whistle Blower Policy.
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 and 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 period under review, no complaint was received.
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 70 new complaints during the reporting period. 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.
