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.

JSW Steel’s Policy on Business Conduct is available here

SDG Mapping of JSW Steel’s Business Ethics Model

There is no single SDG to which we contribute through our business conduct. 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 organisation. The Company’s Board comprises:
    • Chairperson Emeritus - Mrs. Savitri Devi Jindal
    • Promoter Director - Mr. Sajjan Jindal
    • Three Executive Directors - Mr. Seshagiri Rao M.V.S., Dr. Vinod Nowal & Mr. Jayant Acharya
    • Six Independent Directors - Mr. Haigreve Khaitan, Mr. Seturaman Mahalingam, Mrs. Nirupama Rao, Mr. Harsh Charandas Mariwala, Dr. (Mrs.) Punita Kumar Sinha & Mr. Malay Mukherjee
    • Two Nominee Directors - Mr. Hiroyuki Ogawa & Mr. Gangaram Baderiya
    • 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 Steel’s vision into a reality.
    • In FY 2018-19, the Board of Directors held four meetings
 
 
  • Board Committees - The Board has constituted Thirteen 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 - Chairman: Mr. Seturaman Mahalingam Audit Committee is a sub-committee of the Board of Directors, comprising Independent Directors to regularly reviews audit plans, significant audit findings, adequacy of internal controls, compliance with accounting standards, etc. Number of meetings held in 2018-19: 7
    • BUSINESS RESPONSIBILITY AND SUSTAINABILITY COMMITTEE - Chairman: Mr. Malay Mukherjee
      The committee is responsible for the adoption of National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) in the business practices of JSW Steel. Number of meetings held: 2
    • RISK MANAGEMENT COMMITTEE - Chairman: Mr. Malay Mukherjee
      The function of the committee is to periodically review risk assessment and minimisation procedures and to 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: 2
    • PROJECT REVIEW COMMITTEE - Chairman: Mr. Malay Mukherjee
      This committee closely monitors 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. Number of meetings held: 4
    • STAKEHOLDERS RELATIONSHIP COMMITTEE - Chairman: Mr. Seturaman Mahalingam
      The committee periodically looks into the functioning of the Company’s shareholder/ investor grievance redressal system and oversees improvements in the same, besides reporting serious concerns, if any. Number of meetings held: 2
       
  • Stakeholder grievance mechanism:  JSW Steel is committed to promoting responsible behaviour and value for social and environmental wellbeing. To this end, it has a policy on business conduct that is applicable to all its employees and value chain partners. It has a structured stakeholder grievance redressal mechanism through which stakeholders freely share their concerns and grievances with the Company. In FY 2018-19, the Company received 733 shareholder complaints and all of them were satisfactorily resolved.
     
  • Whistleblower policy : The whistleblower policy/vigil mechanism has been formulated by the Company with a view to provide mechanism for Directors and employees of the Company 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.

All the policies of JSW Steel can be found here.
 

Materiality Assessment

For any company to put efforts and make plans in the right direction it needs to identify topics that are crucial to its ability to create long-term value. This is done through extensive stakeholder engagement and materiality assessment exercise. This exercise was last undertaken in FY 2018-19.

Steps undertaken for Materiality Assessment by JSW:

  • Identification – Initial step of materiality assessment is identification of a universe of topics and key internal and external stakeholders across all plant locations as well as the corporate office.
  • Assessment – Post identification of all topics as well as stakeholders, one-on-one interactions were carried out across each stakeholder group to gather their views on the key topics that are important for the Company’s success in the long run. A total of about 150 individuals, including senior management personnel, plant heads, employees, suppliers and local community were covered as part of this exercise. These detailed discussions provided valuable insights that were used as inputs in the materiality assessment process.
  • Prioritization - Appropriate weightage was provided to the ability of each topic to help the Company mitigate the risks that it faces. Besides, the process also incorporated the capability of each topic to enable the Company to reach its strategic goals. These inputs, together with an analysis of their external environment, led to the prioritization of 14 distinct material topics. JSW Steel also continues to work on a host of other issues that may not be covered in the 14 material topics.
 
 
Topics material to JSW Steel

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 behaviour 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 that acts as the Sustainability Report as well as the Business Responsibility Report. You can read them here: http://www.jsw.in/investors/investor-relations-steel

The Annual Integrated Report is prepared on the guidelines of Global Reporting Initiatives (GRI) and has provided with requisite mapping of principles of the National Voluntary Guidelines to fulfil the requirements of the Business Responsibility Report as per directive of SEBI and also is in line with the United Nation’s 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.
     
  • 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.