sesa sterlite

Corporate Governance

 

Anil Agarwal 

Group Chairman, Vedanta Resources Plc and Chairman Emeritus, Vedanta Limited 

Mr. Anil Agarwal founded the Group in 1979 and is the Executive Chairman of Vedanta Resources Plc, a London-listed company, which, in the last decade has grown from a Company with revenue of $1 billion to revenue of $13 billion. 

 

 

In the last 10 years, the group has invested over US $ 20 billion in India on organic growth projects. The Group, as one of the largest contributors to the Indian exchequer contributes significantly annually by way of taxes and royalties.

Mr. Agarwal has over 40 years of entrepreneurial and business experience. He shaped the Group’s strategic vision and now plays the role of chief mentor to a talent pool of over 88,000 direct and indirect employees. Under his leadership, the Group has achieved tremendous growth both organically and through value-generating merger and acquisitions, creating a world-class diversified portfolio of large structurally low-cost assets generating strong cash flow. 

The Chairman chooses to focus on Sustainable Development to ensure the development of the communities in the locations of Vedanta’s operations. He initiated the creation of the philanthropic arm of the group in 1992, the Vedanta Foundation with the deep-seated belief that companies have a responsibility to contribute substantially to the welfare of the community that has allowed them to grow and prosper. In FY 2014, the Vedanta group companies and the Vedanta foundation invested, across the world, US$49.0 million for building hospitals, schools and infrastructure, conserving the environment and providing community programs which improve health, education and livelihood of over 4.1 million people. The initiatives were undertaken in partnership with the government and NGO and abide to Anil Agarwal’s personal favorite philosophy - “Poverty is not an accident. Like slavery and apartheid, it is man-made and can be removed by the actions of human beings." - Nelson Mandela.

Anil Agarwal lives in London and is married, with two children. 

 
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Tarun Jain 

Wholetime Director 

Mr. Tarun Jain served as Director of Finance for Sterlite Industries (India) Limited a subsidiary of Vedanta Resources Plc. Mr. Jain was responsible for all financial matters at Sterlite group, as well as strategic planning and corporate communications. 

 

He has over 24 years of experience in Corporate Finance, Accounts, Audit, Taxation and Secretarial Practice. Mr. Jain was with Sterlite since 1984. He serves as a Non Executive Director of Cairn India Limited since December 16, 2011. He has been a Director of Sterlite Gold Ltd. since January 1999. . He serves as a Director of Bharat Aluminium Company Ltd. and served as a Whole Time Director of Sterlite Industries (India) Ltd. from November 24, 2004 to March 31, 2009 and also as Director of Hindustan ZInc. Ltd. from April 11, 2002 to March 2009. He served as a Non- Executive Director of Madras Aluminium Company Ltd. from January 18, 1995 to June 30, 2008. Mr. Jain is a Fellow Member of The Institute of Chartered Accountants of India, a graduate of The Institute of Cost and Works Accountants of India and a Fellow member of The Institute of Company Secretaries of India.

 
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Ravi Kant 

Non-Executive Independent Director 

Mr. Ravi Kant joined the Board of Directors of the Company on January 28, 2014 as a Non-Executive Independent Director. Mr. Ravi Kant retired as the Vice-Chairman of Tata Motors Limited effective May 31, 2014 at the age of 70.   

 

Mr. Kant was the Managing Director of Tata Motors which is India’s largest Automobile Manufacturing Company from July 29, 2005 to June 1, 2009 and thereafter its Vice Chairman.

He joined Tata Motors in 1999, and was associated with Jaguar & Land Rover, Tata Daewoo Commercial Vehicles, Korea and Tata Motors, Thailand. Prior to joining Tata Motors Ltd., in 1999, Mr. Ravi Kant was Director, Phillips India Limited looking after Consumer Electronics.  He has also worked with LML Ltd. Titan Watches and other consumer/metal companies in senior positions.  He is the Chairman of  TAL Manufacturing Solutions Ltd. and Tata Advanced Materials Ltd. and is on the Board of  Tata Industries. He is the Chairman of the Indian Institute of Management, Rohtak and is on the Governing Board of National Institute of Design, Ahmedabad.  He is on the Board of CGIO, Singapore. He is a member of the International Business Leadership Forum, London.  Mr. Ravi Kant had his education at Mayo College, Ajmer; Indian Institute of Technology, Kharagpur and Aston University, Birmingham, UK from where he did his Masters in Management in Industry.  He was conferred with an Honorary D.Sc. by the Aston University, in Birmingham in July 2008.   He is an Honorary Industrial Professor at the University of Warwick, UK.

 
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Aman Mehta 

Non-Executive Independent Director  

Mr. Aman Mehta joined the Board of Directors of the Company on May 17, 2017. He also serves as a member of the Vedanta Resources Board of Directors. He is a non-executive director of HKT, Tata Consultancy Services Limited, Wockhardt Limited, Max Financial Services Limited, and Godrej Consumer Products Limited.

 

He is also a member of the Board of Governors of the Indian School of Business in Hyderabad, India. Mr. Mehta had a 36-year career at Hong Kong and Shanghai Banking Corporation (‘HSBC’) where he held a number of executive positions such as chairman and chief executive officer of HSBC USA Inc, deputy chairman of HSBC Bank, Middle East and chief executive officer of HSBC Asia Pacific, a position he held until his retirement. He was also previously a non-executive director of MGF Emaar Limited, ING Group N.V. and a director of the Indian Council for research on international economic relations. Mr. Mehta has a degree in economics from Delhi University. Mr. Mehta has over 30 years of global executive experience with a strong financial background and has provided effective oversight through rigorous challenge to the Board and the Audit Committee in their deliberations.  

 
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Navin Agarwal 

Chairman, Vedanta Limited & Deputy Executive Chairman, Vedanta Resources Plc 

Vedanta Limited (Formerly known as Sesa Sterlite Ltd.) is India’s largest diversified natural resources company. Vedanta Resources Plc, in the last decade since its listing has grown from a company with revenue of $1 billion to revenue of $13 billion.

 

The group adds over US $ 5 billion annually by way of taxes and royalties and is amongst the largest contributors to the Indian exchequer.

Mr. Agarwal pursues a vision to partner India’s journey for industrial regeneration and socio-economic well-being through the company’s sustainable approach and value-focused strategy. He seeks to leverage the potential of India’s natural resources sector to substantially enhance India’s economic growth.

Mr. Agarwal believes that the company’s balanced portfolio of world class assets, a strong balance sheet and self-funded capital expenditure programme driven by a highly skilled and dedicated workforce will continue to play an increasingly important role in enhancing the energy security for the nation.

Under his leadership, the group has invested over US $ 20 billion in India on organic growth projects in the last 10 years.

The Chairman has over 25 years of strategic management experience within the group and is widely credited for creating a culture of business excellence delivering superior benchmark performance. 

He lives in Mumbai and is married, with two children. 

 

 
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Arun Kumar GR 

Chief Financial Officer 

Arun Kumar GR was appointed as the Chief Financial Officer of Vedanta in September 2016.

 

Arun joined Vedanta in 2013 as CFO for the company's Aluminium & Power business. In 2014, he moved into the role of Executive Vice President Finance & Deputy CFO, as part of which he was responsible for enhancing the capability of the finance function in the areas of accounting, risk management, driving value creation, strategic planning, re-financing, board reporting and governance and direct taxation.

As a Chartered Accountant, Arun has over 21 years of experience at global companies such as Hindustan Unilever and General Electric. Prior to joining Vedanta, Arun was the CFO for General Electric's Asia-Pacific Lighting & Appliances business based out of Shanghai. 

Arun is married with two children.

 
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K Venkataramanan 

Non-Executive Independent Director 

Mr. K. Venkataramanan was the CEO & Managing Director, Larsen & Toubro Limited (L&T) from April, 2012 and also served on the L&T Board from May, 1999 until his retirement in September, 2015. 

 

 

 

In his four decades of experience at Larsen & Toubro, Mr. Venkataramanan spearheaded the company’s foray in the world of E&C and transformed L&T into a respected name in the global EPC fraternity.

He has considerable expertise particularly in the areas of hydrocarbons and large scale project management. A distinguished alumni awardee of IIT Delhi in 2005, Mr. Venkataramanan has been conferred with various prestigious accolades, including the IPMA-Davidson Frame Award, the ABCI-Global Business Communicator Award and the Chemtech-Business Leader of the Year Award.

 
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Tom Albanese 

Chief Executive Officer 

Tom Albanese is the CEO of Vedanta Resources Plc and Vedanta Limited (Formerly known as Sesa Sterlite Ltd) , a subsidiary of Vedanta Resources Plc.

Tom holds a Bachelor's degree in Mineral Economics and a Master's in Mining Engineering from the University of Alaska.  

 

 

Tom was formerly the Chief Executive of Rio Tinto, a global diversified mining company, from May 2007 to January 2013. Tom joined Rio Tinto in 1993 when the company acquired Nerco, where he was Chief Operating Officer.

Tom is also on the Board of Directors of Franco Nevada Corporation, a Toronto-based gold-focused royalty and metal streaming company with assets around the world, which he joined in August 2013.

Tom received the ‘Mining Foundation of the Southwest’ 2009 American Mining Hall of Fame Award, for his dedication, knowledge, leadership and inspiration to his peers in the mining industry. In 2009, he joined the Board of Visitors for the Fuqua School of Business at Duke University in North Carolina.

Tom is married to Mary and has two daughters.

 

 

 

 
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Lalita D. Gupte 

Non-Executive Independent Director 

Ms. Lalita D. Gupte is the former Joint Managing Director of ICICI Bank, and was  the Chairperson of ICICI Venture Funds Management Company Limited till October 31, 2016.

 

Lalita D. Gupte joined the board of ICICI Limited in 1994 as the Executive Director and remained on the board as Joint Managing Director until 2002 when it merged with ICICI Bank. She was the Joint Managing Director of ICICI Bank from 2002 until 2006. She has more than three decades of experience in the financial sector and has held various leadership positions in areas of leasing, planning and resources and corporate banking. She serves on the boards of many large corporates like Godrej Properties, Bharat Forge Ltd. and Kirloskar Brothers Limited and Chairperson of India Infradebt Limited. She is appointed as an Independent Director with ICICI Lombard General Insurance Company Limited effective October 18, 2016.  Lalita Gupte holds a Bachelor’s Degree in Economics and a Master’s degree in Business Management. She did her advanced management programme from INSEAD.

 
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Priya Agarwal 

Non-Executive Director 

Ms. Priya Agarwal served as a Non-Executive Director of Cairn India Limited (now Cairn Oil & Gas) since January 2, 2012. She holds a B.Sc. in Psychology with Business Management from the University of Warwick.  

 

Ms. Agarwal has experience in Public Relations, having worked with advertising agency Ogilvy & Mather. She has also had stints in Human Resources with KornFerry International, Vedanta Resources and HDFC Bank, and in Strategic Planning with Rediffusion Y&R. Ms. Agarwal is also passionate about animals, and is a co-founder of the NGO Youth Organization in Defence of Animals (YODA).

 

 
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The Company's Board has three sub-committee with specific terms of references. They are the Audit Committee, Shareholders & Investors' Grievance Committee and Remuneration Committee. These committees comprise mainly of Independent Directors who as per the terms of reference oversee the Committee's function and executes its duties and responsibilities.

Audit Committee

Name of the memberDesignation in Committee & Category
Lalita D Gupte Chairman, Independent Director
Ravi Kant Member, Independent Director
Aman Mehta Member, Independent Director

Terms of Reference

  • Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
  • Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditors and fixation of audit fees.
    Approval of payments to statutory auditors for any other services rendered by the statutory auditors. Read More
  • Reviewing with management the annual financial statements before submission to the Board, focussing primarily on:
  • Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (2AA) of section 217 of the Companies Act, 1956;
  • Changes, if any, in accounting policies and practices and reasons for the same;
  • Major accounting entries involving estimates based on the exercise of judgement by management;
  • Qualifications in draft audit report; Significant adjustments arising out of audit;
  • Compliance with listing and legal requirement concerning financial statements;
  • Disclosure of any related party transactions.
  • Reviewing with management, performance of statutory and internal auditors, adequacy of the internal control systems.
  • Reviewing the adequacy of internal audit function, including structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
  • Discussion with internal auditors any significant findings and follow up thereon.
  • Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
  • Discussion with statutory auditors before the audit commences, nature and scope of audit as well as have post audit discussion to ascertain any area of concern.
  • To look into the reasons for substantial defaults in payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
  • Reviewing with management, the quarterly financial statements before submission to the Board for approval.
  • To review the functioning of the Whistle Blower mechanism, in case the same is existing.
  • Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. Read less

Stakeholders Relationship Committee

Name of the memberDesignation in Committee & Category
Lalita D. Gupte Chairperson, Independent Director
K. Venkataramanan Member, Independent Director   
Tarun Jain Member, Whole Time Director
GR Arun Kumar Member, Whole Time Director & CFO

Terms of Reference

The Company has constituted a Stakeholders Relationship Committee of Directors to look into the redressal of complaints of investor such as transfer or credit of shares, non-receipt of dividend / notices / annual reports, etc.

Nomination and Remuneration Committee

Name of the memberDesignation in Committee & Category
Aman Mehta Chairman, Independent Director
Lalita D. Gupte Member, Independent Director
Ravi Kant Member, Independent Director
Navin Agarwal Member, Executive Chairman

Terms of Reference

The broad terms of reference of the Committee are to appraise the performance of Managing / Executive Directors, determine and recommend to the Board, compensation payable to them.

 

Corporate Social Responsibility

Name of the memberDesignation in Committee & Category
Ravi Kant Chairman, Independent Director
Aman Mehta Member, Independent Director
K. Venkataramanan Member, Independent Director
Tarun Jain Member, Whole Time Director
Priya Agarwal Member, Non Executive Director

 

 

 

 
 
DocumentLink
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace PDF
Dividend Distribution Policy PDF
Policy for determination material events/UPSI and archival    PDF
Authorisation for disclosure of events & information   PDF
Familiarization Programme Schedule    PDF
Letter of Appointment to Independent Director    PDF
Insider Trading Prohibition Policy PDF
Nomination & Remuneration Policy PDF
Related Party Transaction Policy PDF
Determing Material Subsidiary Policy PDF
Familiarization Programme for Independent Directors   PDF
Supplier Code of Conduct  PDF
Code of Business Conduct & Ethics PDF
Antitrust Guidance Notes PDF
Corporate Social Responsibility Policy PDF
Biodiversity Policy PDF
Energy and Carbon Policy PDF
HIV AIDS Policy PDF
Health, Safety & Environment Policy PDF
Human Rights Policy PDF
Supplier and Contractor Management Policy PDF
Water Management Policy PDF