Business Ethics

 

Business ethics refer to implementing appropriate business policies and practices with regards to subjects including corporate governance, insider trading, bribery, discrimination, corporate social responsibility, and fiduciary responsibilities. A strong and fully embedded commitment to undertaking business ethically brings considerable benefits, including improved consumer perception (leading to increased loyalty), greater investment, reduced costs, and enhanced employee motivation, involvement and interaction to name just a few. JSW has always recognized its moral obligation to do all that it can to operate its business to the highest standards of personal and professional integrity, honesty and transparency, recognizing the intrinsic benefits that good business ethics and governance provide. However, in spite of all that we have so far achieved in operating our business ethically, we recognize that there remains a potential for us to do much more. JSW is committed to embed sound governance, deliver transparency, tackle corruption, manage risks and provide value through strong and robust business ethics. The major operations of Integrated Steel Plants of JSW are ISO 9001, 14001, 45001, 50001 compliant

JSW Steel’s Policy on Business Conduct is available here

SDG Mapping of JSW Steel’s Business Ethics Model

JSW has a strong business conduct model which encompasses its corporate governance, materiality assessment, stakeholder engagement, reporting and disclosures as per the statutory norms and risk management.

Corporate Governance

With the aim to ensure that the Company keeps the stakeholders’ interests at the centre of all operations and business decisions, JSW Steel follows a stringent corporate governance policy. Transparency and openness are the core principles of corporate governance at JSW Steel and it has established a corporate governance structure that works towards achieving sustainable growth in the medium- and long-term.

The Board of Directors oversee the overall functioning of the Company. They also provide and evaluate the strategic direction of the Company, management policies and their effectiveness and ensure that the long-term interest of the stakeholders are being served. The Chairman and Managing Director is assisted by the Executive Directors/ Senior Managerial Personnel in overseeing the functional matters of the Company.

Board of Directors: The Company’s Board of Directors consists of global thought leaders who create trust by example. They ensure that the highest levels of corporate governance are practiced through the organization. The Company’s Board comprises:

  • Chairperson Emeritus - Mrs. Savitri Devi Jindal
  • Chairman & Managing Director, Non-Independent Executive Director - Mr. Sajjan Jindal
  • Joint Managing Director & Group CFO, Non-Independent Executive Director - Mr. Seshagiri Rao M.V.S.
  • Executive Director - Dr. Vinod Nowal (Superannuated)
  • Deputy Managing Director - Mr. Jayant Acharya
  • Two Nominee Directors - Mr. Hiroyuki Ogawa & Dr. M.R. Ravi, IAS
  • 5 Independent Non-Executive Directors - Dr. (Mrs.) Punita Kumar Sinha, Mr. Haigreve Khaitan, Mr. Seturaman Mahalingam, Mr. Harsh Charandas Mariwala, Mrs. Nirupama Rao
  • Additional Director (Independent) - Ms. Fiona Jane Mary Paulus

This Board of Directors are from diverse backgrounds with rich experience in either the industry, finance, or policy-making which enables them to instill hope and confidence about the future and make employees feel enthusiastic and proud of being part of the journey. They are the leaders who are helping translate JSW’s vision into a reality.

 

5 out of 10 Board members are Independent Directors which is 50% of the total Board strength as against the 50% stipulated by the SEBI LODR Regulations.

We adhere to the minimum attendance criteria as per the Companies Act, 2013. In accordance with Section 167-1 (b) of Companies Act, 2013, the Directors are required to attend a minimum of one meeting conducted during the year - following which, a Director shall incur disqualification if he/she does not meet the minimum attendance criteria and absents himself/herself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence from the Board. During FY 23-24, 6 board meetings were held, hence the minimum attendance requirement was  1 out of 6, which works out to 16.67%. This is in alignment with requirements of SEBI LoDR. All Directors have duly met the attendance criteria. 

In accordance with Section 165(1) of the Companies Act 2013 the  maximum  number  of  public  companies  in which a person  can  be  appointed  as  a  director  shall  not  exceed ten. Further, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [Regulation 17A] as applicable to listed companies, mandates that  a person  shall  not  serve  as an  independent  director in  more  than seven listed  entities  and  if  the director is a whole time director in any listed entity, then he/she can’t serve as an independent director in more than three listed entities.

Members of the board including non-executive directors are provided necessary risk management related training as part of the Board Familiarisation Programme.

  • Board Committees - The Board has constituted 13 Standing Committees - namely; Audit Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Project Review Committee, Finance Committee, Risk Management Committee, Business Responsibility/Sustainability Reporting Committee, Hedging Policy Review Committee, JSWSL ESOP Committee, Share Allotment Committee, Share/Debenture Transfer Committee, and JSWSL Code of Conduct Implementation Committee. The Board constitutes additional functional committees, from time to time, depending on the business needs. Some of the key committees are -
    • AUDIT COMMITTEE -

      Audit Committee, a sub-committee of the Board of Directors, comprises Independent Directors. The Audit Committee oversees the Company’s financial reporting process, approves related-party transactions and regularly reviews financial statements, changes in accounting policies and practices, audit plans, significant audit findings, adequacy of internal controls, compliance with accounting standards, appointment of statutory auditors among others.

      Number of meetings held in FY 22: 10

    • BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING COMMITTEE -

      Responsible for the adoption of National Guidelines on Responsible Business Conduct (NGRBC) in the business practices of JSW Steel. The committee also overlooks matters related to climate change, water and biodiversity and guides required actions for these sustainability practices.

      The Business Responsibility / Sustainability Reporting Committee of the Board is briefed on Stakeholder Engagement at least once a year. The group Chief Sustainability Officer is responsible for overseeing the Stakeholder Engagement Process and Materiality Assessment Process.

      Number of meetings held in FY 22: 3

    • RISK MANAGEMENT COMMITTEE -

      To periodically review risk assessment and minimisation procedures and ensure that the Executive Management controls risk by means of a properly defined framework, besides reviewing major risks and proposed action plans.

      Number of meetings held in FY 22: 2

      Mr. Haresh Dua - Head, Internal Audit & Risk Management is the highest ranking person with dedicated risk management responsibility on an operational level, and regularly reports to the board on matters relating to risk management.
       

    • STAKEHOLDERS RELATIONSHIP COMMITTEE -

      To periodically look into the functioning of the Company’s shareholder/investor grievance redressal system and oversee improvements in the same, besides reporting serious concerns, if any.

      ​Number of meetings held in FY 22: 3

    • PROJECT REVIEW COMMITTEE -

      To closely monitor the progress of large projects, in addition to ensuring a proper and effective coordination among the various project modules, essentially with the objective of timely project completion within the budgeted project outlay.

      The total capex spend by JSWSL during FY 22-23 is Rs. 7209.62 Crores.

      Number of meetings held in FY 22: 4
       

    • NOMINATION & REMUNERATION COMMITTEE -

      The Nomination & Remuneration Committee’s constitution and terms of reference are in compliance with the provisions of the Companies Act, 2013 and Regulation 19 and Part D of the Schedule II of the SEBI (LODR) Regulations. The primary responsibilities of the Committee include identifying persons qualified to become Directors, decide on senior management appointments and carrying out evaluation of every Director’s performance. The Committee also looks into extension of tenures of Independent Directors on the basis of the report of performance evaluation of Independent Directors.

      Number of meetings held in FY 22: 2

    • CORPORATE SOCIAL RESPONSIBILITY COMMITTEE -

      To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate a list of CSR projects or programmes which a Company plans to undertake while also recommending the amount of expenditure to be incurred on each of the activities and to monitor the CSR policy of the Company from time to time.

      Number of meetings held in FY 22: 2

  • Stakeholder Grievance Mechanism:  JSW Steel is committed to promoting responsible behaviour and value for social and environmental well-being. We have a policy on business conduct that is applicable to all our employees and value chain partners. We also have a structured stakeholder grievance redressal mechanism through which stakeholders freely share their concerns and grievances with the Company. In FY 22, we received some shareholder feedback and issues and all of them were satisfactorily resolved.
  • Whistleblower Policy: We formulated the whistleblower policy / vigil mechanism in order to provide a mechanism for Directors and employees of JSW Steel to approach the Ethics Counsellor/ Chairman of the Audit Committee of the Board to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct or Ethics Policy, or any other unethical or improper activity.
  • Cybersecurity: For us, cybersecurity is a top priority. As we embed digitalisation into our operations, our business is more prone to cyber threats. We have meticulously devised ways through which we can protect our business and our stakeholders, through various vulnerability and breach assessments, keeping ourselves updated as per the industry best practices. This is headed by our Chief Information Officer and overseen by the Risk Management Board Committee.​There were zero cybersecurity breaches or breaches of customer privacy data during FY 2022-23.
  • Sustainability Linked Remuneration : ESG criteria are a mandatory Key Result Area (KRA), integral to our top leadership's performance assessments, including Executive Directors. These factors significantly influence their variable compensation, comprising about 15-20% of their overall performance rating. Key areas such as safety, environmental stewardship, climate change, community impact, product responsibility, and governance are central to these targets.
  • Code of Conduct: Our Company's Policy on Business Conduct acts as a guiding compass for both the organization and its employees. By adhering to this policy, we strive to foster a culture of ethical and responsible business practices.

    All employees, including board of directors, are required to adhere to the code of conduct and laws and regulations of the country wherein we operate. Violations of these laws can result not only in severe fines for the company and also for individuals linked to the company. Every employee is held accountable for their behavior under the Code of Conduct policy. In case of any violation to the code of conduct, the covered employee may be subject to disciplinary action after the investigation. Moreover, employee performance appraisal and subsequently employee remuneration is closely linked to adherence to the Code of Conduct, with potential consequences including disciplinary action for failure to comply which may include even termination from the organisation. More information can be found here

  • In FY 2023-24, there were zero cases of money laundering or insider trading.
  • During FY 2023-24, we contributed ₹12 crores to our affiliated trade associations which primarily consist of membership and annual subscription fees. Donations and contributions given to charitable and other funds during the year was ₹3.07 lakhs. These contributions were directed exclusively to non-political entities. We did not make any contributions to lobbying, interest representation or similar, or any political party contributions in the past 4 years. These contributions are in line with our policies.
  • Top contributions and other spending towards trade associations during FY 2023-24:
    1. World Steel Association - ₹2.94 crores
    2. Institute for Steel Development & Growth - ₹2.46 crores
    3. Indian Steel Association - ₹1.18 crores

 

All the policies of JSW Steel can be found here.

Double Materiality Assessment

In FY 2023-24, we conducted a comprehensive double materiality assessment to pinpoint critical issues that could influence our long-term value creation, the results of which can be seen in the materiality matrix below. This assessment is pivotal in shaping a detailed and strategic roadmap aimed at ensuring sustainable value delivery. The results of our materiality assessment have been reviewed and signed off by the board of directors.

 

Topics Material to JSW Steel
 

Sustainability Policies

Sustainability issues such as Climate Change, Water, Waste, Biodiversity, etc. are likely to affect our sites, or our Group as a whole. To define the certain expectations for management of environmental issues and improving our environmental performance, we have devised our sustainability policies which includes Climate Change Policy, Waste Management Policy, Water Management Policy, etc. Our sustainability policies drive our sustainability management practices at all our operations, business facilities, suppliers and service providers, distribution & logistics and other key business partner. Our endeavor is that our sustainability policies encompass our due diligence process for mergers & acquisitions.  The policies showcase our commitment to ensure compliance with laws and regulations, setting targets and improve our environmental performance. They also showcase our commitment to conducting trainings and awareness sessions for our internal and external stakeholders including employees, for the sustainability policies, as well as the impacts of their work activities on the environment and society. These are available on our website at JSW - Sustainability - Policies. The implementation of these Sustainability Policies is the responsibility of the respective business heads, with the monitoring and tracking done by the Climate Action Group, under the guidance of the Business Responsibility / Sustainability Reporting Committee of the Board.

Reporting & Disclosure

The Company is committed to pursuing its business objectives ethically, transparently and with accountability to all its stakeholders. The Company believes in demonstrating responsible behavior while adding value to the society and the community, as well as ensuring environmental well-being with a long-term perspective. To adhere to the above said commitments, JSW Steel discloses information related to Environment, Social & Governance (ESG) parameters initiatives taken by the company in its annual Integrated Report.

The Annual Integrated Report is prepared on the guidelines of Global Reporting Initiatives (GRI), and has provided with requisite mapping of the principles of the National Guidelines on Responsible Business Conduct (NGRBC) in order to fulfill the requirements of the Business Responsibility and Sustainability Report (BRSR) framework as per directive of SEBI, and also is in line with the United Nations Sustainable Development Goals.

Risk Management

  • JSW has always been proactive in managing its risks as it believes that success in a challenging and dynamic external environment is largely dependent on an organisation’s ability to be agile and respond to changes quickly and effectively. This forms the basis of the risk management process at JSW Steel, which is well geared to identify, assess and manage traditional as well as new-age risks, thereby protecting stakeholder interests, achieving business objectives and enabling sustainable growth. JSW Steel follows the globally recognized Committee of Sponsoring Organisations of the Treadway Commission (COSO) framework for risk management. The Company has constituted a sub-committee of Directors to oversee the Enterprise Risk Management framework. It monitors risks related to performance, operations, compliance, incidents, processes and systems and tracks their mitigation plan till their closure.
  • We conduct an independent internal audit of our risk management processes and principles annually. Risk exposure is reviewed twice a year by the Board Risk Management Committee. High risks reported in Risk Management Committee are a part of the internal audit plan and internal audits of those high risks are conducted annually.
  • We conduct regular risk management training and awareness sessions for our board of directors and all our employees. The objective is to educate employees on risk management principles and practices, building risk culture and leadership, risk rating, risk assessment process, among others through diverse channels, including seminars, workshops, and online training sessions. In addition to this, we also conduct focused training programs to address the risks of identified material topics such as Health and Safety, ESG, ethics, POSH, Cybersecurity, etc.
  • The Board of Directors, during each meeting, is given presentations covering global steel sector scenario, peer analysis, global/Indian economy, significant geo-political events impacting the steel sector, company’s financials, sales, production, business strategy, subsidiary’s performance and risk management practices before taking on record the quarterly/half-yearly/nine monthly/annual financial results of the company. Under the Independent Director familiarization program, independent directors are given presentations of the company's strategies to manage risks as well as monthly updates on performance and any developments which affect the company.
  • Enterprise Risk Management (ERM) framework has been rolled out in the entire group. All the designated risk owners are well aware of this Risk Management framework, and new risks are identified by individual risk owners.
  • The Company gives thrust on sustainable products that are safe for our consumers. JSW Steel has developed products that are environment friendly & safe for usage like high-strength low carbon steel, low thickness steel used in the auto sector which makes the vehicle lighter and in-turn helps in reducing the carbon footprint while maintaining the safety of the travelers. We also conduct a SWOT analysis to determine any risks before new product development & its approval process.
  • We have achieved notable milestones in the domain of Product Sustainability, becoming the first manufacturer to earn the prestigious GreenPro ecolabel for Automotive Steel products. We have also received the GreenPro certification for JSW Neosteel TMT bars and 14 categories of Roofing Sheets. Additionally, we have obtained Environmental Product Declarations (EPDs) for 14 finished products from three integrated steel plants and 5 finished products from three downstream plants, offering reliable and standardised insights into the lifecycle of various products.
  • At JSW Steel, all employees’ performance evaluation and promotions are impacted by risk-related performance and other factors. Risk management and compliance with risk procedures are a part of the Key Result Areas (KRAs) of senior management who are designated employees in charge of risk management and is linked to their variable incentives. Safety is a mandatory part of KRA for senior executives with a weightage of 15-25%. The variable performance pay (incentives) is linked to this KRA. The following safety criteria are part of the KRAs for Senior executives: Lost time injury frequency rate (LTIFR, Number of reportable incidents, Zero Fatal incidents, and these are considered during the annual performance appraisal. Safety KRAs are also set for middle and lower management with a weightage of 10-15% & the variable pay of the managers is linked to achieving these KRAs.
  • JSW Steel follows the globally recognised Committee of Sponsoring Organisations (COSO) framework for Enterprise Risk Management (ERM) which helps integrate internal controls into business processes. The Risk Management Policy of the Company, which is approved by the Risk Management Committee of the Board and the Board of Directors, provides the framework of Enterprise Risk Management (ERM) by describing mechanisms for the proactive identification and prioritization of risks based on the scanning of the external environment and continuous monitoring of internal risk factors. The ERM framework identifies, evaluates, manages and reports risks arising from the Company’s operations and exogenous factors. The Company has deployed bottom-up and top-down approaches to drive enterprise-wide risk management. The bottom-up process includes identification and regular assessment of risks by the respective Plants/Corporate functions and implementation of mitigation strategies. This is complemented by a top-down approach where the Risk Management Group as well as the Risk Management Committee (RMC) identifies and assesses long-term, strategic, and macro risks for the Company. Risk Severity is determined after considering 2 factors: Impact on Business & Probability of Occurrence. Basis this, a Risk Severity matrix is constructed, and the risk appetite of the company is determined accordingly.

 

  • Overview of the risk management process
    • Risk ownership - There are three main aspects of risk management process, i.e. risk identification, risk assessment and risk response (e.g., avoid, mitigate or retain). Identification, assessment, response and tracking of risks under their control are ensured by the risk owners (HODs) at respective locations. Risk is identified by the risk owners at the plant level, which is reviewed at respective plant-level risk committees, headed by the plant head.
    • Corporate risks - All the plant-level risks and risks of corporate functions as well as organizational risks requiring review of the macro environment, policies and processes are discussed at the corporate meetings. The corporate risk committee is headed by the JMD.
    • Board of Directors – All the key risks identified at corporate risk committee meeting are presented to the board and all plants & corporate updates on risk mitigation action status on a half-yearly basis are reviewed by the Board of Directors.
    • All these activities are coordinated by the Chief Risk Officer.

       

Stakeholder Engagement

Stakeholders are the key material topics for JSW. Stakeholder engagement refers to the trust-based, mutually beneficial relationships of the Company with key stakeholders such as investors, customers, vendors, society and government, among others. They are essential to business operations, and their feedback is vital for understanding their concerns and their material impact on the Company. JSW Steel’s stakeholder engagement strategy seeks feedback on a regular basis, which is then integrated into the organisation’s medium- and long-term strategy and planning exercises. This also enables the Company to promote the idea of shared growth and a common prosperous future for the society at large. The Company has formal mechanisms in place to engage key stakeholder groups in a constructive manner and collect valuable feedback. This proves to be a valuable input for the risk assessment and strategy formulation process of the Company.