CORPORATE GOVERNANCE

TRANSFORMING TO BECOME MORE RESPONSIBLE

Operating in a dynamic environment, Vedanta Limited is transforming continually to ensure effective management of natural resources. It strives to ensure sustainability in order to make the nation self-sufficient.

Our governance philosophy and practices are aligned with this approach. Led by our core values of Trust, Entrepreneurship, Innovation, Excellence, Integrity, Respect and Care, our governance practices constitute the core of our foundation of sustained value creation. At the same time, we adhere stringently to the principles of good governance and integrity, which help us navigate our business growth and operations ethically and responsibly, at all times.

Corporate Governance Framework

Our governance framework is underpinned by our robust core values. It is structured around our strong industry-leading vision, strategic mission, and the primary objective of delivering sustainable growth.

Corporate Governance Philosophy

Our business strategy is powered by our strong commitment to good governance, which goes beyond compliance and statutory norms. We believe that purpose-led corporate governance and ethics-led corporate behaviour are essential to our success. We look at them as the foundation on which we continue to build Vedanta Limited as not only India’s largest diversified natural resources company but also the most sustainable.

Our business strategy is pillared around the twin approach of being structured as a group of entities, each with its own individual management and systems, while also concurrently functioning as a single unit oriented towards our collective purpose. We consider operating responsibly as our fiduciary duty as trustees of various capitals (financial, manufactured, intellectual, human, social and relationship, and natural). We feel this is important for effective management of the capitals and consistent value delivery through seamless execution of our integrated value chain.

Spearheaded by an involved and informed Board, we remain focussed on creating sustainable investor and stakeholder value, while staying rooted in our intrinsic value system. We draw from the insights and expertise of our illustrious, multifarious and proficient directors and are able to continuously predict and proactively manage our opportunities and risks to protect and enhance our business value. This is particularly significant in our operating space, which is underlined by volatility and dynamism, thus offering considerable scope to run a conscientious business.

Composition of the Board of Directors

As on 31 March 2023, the Board comprises eight members, as listed below:

Board Governance

As we grow from strength to strength, we continue to raise the bar of performance across our governance practices. These practices range from our ground-breaking ESG commitments to best-in-class disclosure practices, Board independence, diversity and inclusion, alignment to globally accepted norms and policies, as well as our emphasis on running a digitally-enabled, technology-led business.

Our strong governance practices manifest our future transformation journey, with ‘responsible change’ as a core mandate. It is our constant endeavour to not only stretch ourselves more to ensure enhanced growth and value creation but also set newer benchmarks for the industry and peers. We continue to be change-makers in everything we do, with good governance as the cornerstone that empowers us in our transformational efforts.

Our Board ensures the implementation of the strategic objectives of the Company. It guides the management to fulfil the commitments made to various stakeholders while upholding the principles of ethical business conduct and responsible growth.

Through its prudence, valued counsel, compliance with Group values, and prioritisation of ESG principles, the Board at Vedanta Limited ensures the viability of the Company, and thus its ability to deliver sustained value to its stakeholders. By overseeing the conduct of business with strict adherence to ethics and responsibility, the Board continues to enhance the prosperity and long-term viability of the Company.

ESG Governance

As part of our strong and sustained commitment to ESG, we have implemented a uniform ESG governance structure across the organisation. The ESG Committee, together with our Group Sustainability and ESG function, is mandated with the responsibility to activate, mainstream and monitor initiatives under the ‘Transforming for Good’. We have also established dedicated forums for regular management and oversight at all levels, in addition to ESG-themed communities at each BU and SBU to own projects and drive their timely implementation.

In conducting its business, the Board is supported by:

ESG Ratings

By focussing on sustainability and ESG as business imperatives, we consistently aim to improve our ESG ratings.

G20/OECD Framework Alignment

We align ourselves with the G20/OECD Principles of Corporate Governance by: