Governance

Upholding responsibility and integrity

We operate in a dynamic environment, while managing natural resources that make the nation self-sufficient. At Vedanta, our principles of good governance and integrity help us navigate our business growth and operations ethically. Our governance practices, led by our core values of Trust, Entrepreneurship, Innovation, Excellence, Integrity, Respect and Care, form the foundation of sustained value creation.

Vedanta’s business conduct is best reflected in the way it has continued to create lasting stakeholder value, while maintaining a proactive focus on business, social and environmental sustainability. The unwavering adherence to Vedanta values continues to build the Company from strength to strength. Today, led by its ‘Transforming for Good’ purpose, the business is aligning to newer realities and the evolving ESG landscape, investing and intervening to minimise its footprint and maximise its contribution.

Mr. U. K. Sinha

Independent Director, Vedanta Limited

Corporate governance framework

The governance framework of the Company is underpinned by its core values and the strength of its vision, strategic mission, and the primary objective of delivering sustainable growth.

Corporate governance philosophy

At Vedanta, our commitment to good governance goes beyond compliance and statutory norms. We truly believe that purpose-led corporate governance and ethics-led corporate behaviour are essential to our success. In fact, this is the foundation on which we continue to build Vedanta as not only India’s largest diversified natural resources company, but also the most sustainable.

While we are structured as a group of entities, each with their own individual management and systems, we also function as a single unit, aligned to our collective purpose. We also believe that operating responsibly is our fiduciary responsibility as trustees of various capitals (financial, manufactured, intellectual, human, social and relationship, and natural) in order to manage them effectively and consistently deliver value by executing our integrated value chain.

Spearheaded by an involved and informed Board, we create sustainable investor and stakeholder value, while remaining rooted to our value system. We draw from the insights of our illustrious, diverse and competent set of Directors on Board, and are able to continuously predict and proactively manage our opportunities and risks to protect and enhance our value. This is especially important in the commodities space, which is underlined by volatility and dynamism and where there exists significant scope to run a conscientious business.

As we grow from strength to strength, we continue to raise our bar across our governance practices, ranging from our groundbreaking ESG commitments, to best-in-class disclosure practices, Board independence, alignment to globally-accepted norms and policies, and our emphasis on digitally-enabled, technology-led business. Our strong governance practices invariably underpin our future transformation journey, where effecting responsible change is a core mandate. Through this, we not only push ourselves better, but also set newer benchmarks for the industry and peers to adopt. We continue to be a change maker in everything we do, and good governance is the cornerstone that empowers us to do so.

ESG governance

As part of our continued commitment to ESG, we have expanded the scope of the erstwhile Sustainability Board Committee and implemented a uniform ESG governance structure across the organisation. The Committee, together with our Group Sustainability and ESG function, will be responsible for activating, mainstreaming and monitoring initiatives under the ‘Transforming for Good’ agenda. We have also established dedicated forums for regular management oversight at all levels and ESG-themed communities at each BU and SBU to own projects and drive their timely implementation.

ESG ratings

By focusing on sustainability and ESG as business imperatives, we have consistently improved on our ESG ratings.

OECD framework

We align ourselves with the G20/OECD Principles of Corporate Governance governance.

Ensuring the basis for an effective corporate governance framework

  • Our business aligns with free market practices, anti-competitive policies and fair competition
  • We comply with all the requirements as listed by the SEBI, MCA and other regulators
  • An informed, diverse, relevant and experienced Board setting integrity as a standard from the top, with collective and specific responsibility

Guaranteeing the rights and equitable treatment of shareholders and key ownership functions

  • We ensure the rights and equitable treatment of all shareholders, including minority and foreign shareholders
  • Specific channels for shareholders to voice their concerns
  • Annual General Meetings conducted as per existing norms
  • Regular publications that apprise shareholders regarding financial and nonfinancial performance, strategy, governance etc.

The role of stakeholders in corporate governance

  • Consistent focus on stakeholder relations, with constant engagement with investors, clients, customers, employees, and regulators
  • Specific policies for suppliers
  • Health, safety, well-being and growth-focused employee policies
  • Strong Whistleblower Policy
  • Social responsibility initiatives in consultation with communities

Disclosure and transparency

  • Compliance-led annual and quarterly disclosures
  • Voluntary reporting on globally accepted principles and frameworks such as Integrated Reporting, GRI, TCFD etc. We are also the only company that published a Tax Transparency Report in India
  • External independent auditors for financial and non-financial information

The Board ensures the implementation of the strategic objectives of the Company and guides the management to fulfil commitments made to various stakeholders while upholding the principles of ethical business conduct and responsible growth. In conducting its business, the Board is supported by

  • Established committees;
  • Risk Management Framework;
  • Vedanta Sustainability Framework and Vedanta Sustainability Assurance Process (VSAP)
  • Code of Business Conduct and Ethics and various other policies & practices adopted by the Group

Through its prudence, valued counsel, adherence to Group values and prioritisation of ESG principles, the Board at Vedanta ensures the viability of the Company and thus its ability to deliver sustained value to its stakeholders.