Board of Directors

Upholding values, setting strategic direction

Our reputation and brand recall rest on the strong pillars of corporate governance. At the apex level, the Board is responsible to oversee the proper implementation of corporate governance practices across the organisation and suggest relevant changes to protect the interests of all stakeholders. Under the supervision of the Board, there are core groups comprising competent professionals who are responsible for putting in place appropriate systems, processes and technologies to ensure the governance framework remains strong and agile. Our Board is the custodian of good governance and ethical business conduct in true letter and spirit.

Mrs. Savitri Devi Jindal

Chairperson Emeritus

A member of the Legislative Assembly of Haryana and a true visionary, renowned industrialist and the matriarch of the O. P. Jindal Group

Date of appointment: October 21, 2011
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Mr. Sajjan Jindal

Chairman and Managing Director, Non-Independent Executive Director

Key competencies

Council member of the Indian Institute of Metals, member of the Executive Committee and Chairman of the Sustainability Committee of World Steel Association, as well as the former President of Institute of Steel Development and Growth

Key qualifications

Bachelor’s degree in Mechanical Engineering from Bengaluru University

Date of appointment March 15, 1994
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Mr. Seshagiri Rao M.V.S.

Joint Managing Director and Group CFO, Non-Independent Executive Director

Key competencies

Strategy formulations related to business development, expansion of existing businesses, joint ventures, M&As and cost management

Key qualifications

Bachelor’s degree in Commerce and a diploma in Business Finance awarded by the Institute of Chartered Financial Analysts of India (ICFAI), AICWA, LCS, CAIIB

Date of appointment April 6, 1999
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Dr. Vinod Nowal

Deputy Managing Director, Non-Independent Executive Director

Key competencies

Associated with the Group for over three decades, he has held various positions and led strategic growth projects. He spearheaded JSW Steel’s expansion from 4 MTPA to 12 MTPA in a record time

Key qualifications

Master’s degree in Business Administration and a Doctorate in Inventory Management. Completed the Advanced Management Programme (AMP), a comprehensive executive leadership program from the Harvard University Business School

Date of appointment April 30, 2007
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Mr. Jayant Acharya

Director (Commercial and Marketing), Non-Independent Executive Director

Key competencies

With industry experience spanning over three decades, he has led several key transformations in the areas of organised steel retailing, development of critical and advanced grade of steels for automotive, long-term supply contracting, among others

Key qualifications

Bachelor’s degree in Chemical Engineering and a Master’s degree in Physics from the Birla Institute of Technology & Science, Pilani. Also holds a Master’s degree in Business Administration from Indore University

Date of appointment May 07, 2009
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Mr. Hiroyuki Ogawa

Nominee Director, JFE Steel Corp., Japan

Key competencies

With over 30 years of experience in the steel industry across various countries, he brings unmatched international expertise

Key qualifications

Master ’s degree in Engineering from the Department of Mechanical Engineering, Graduate School of Engineering, University of Tokyo. Also holds a Master’s Degree in Science (Management of Technology) from MIT and a Master’s Degree in Science (Engineering Management) from Stanford University

Date of appointment May 17, 2017
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Mr. Haigreve Khaitan

Independent Non-Executive Director

Key competencies

Rich experience in all aspects of M&A, creditor restructuring, foreign investment, joint ventures and foreign collaborations

Key qualifications

Bachelor’s Degree Law (LL.B.) Honours from South Kolkata Law College, Kolkata

Date of appointment September 30, 2015
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Mr. Seturaman Mahalingam

Independent Non-Executive Director

Key competencies

Awarded the ’Best CFO‘ on multiple occasions, he brings on board invaluable experience of building and managing TCS’s global operations in its early days

Key qualifications

Chartered Accountant

Date of appointment July 27, 2016
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Dr. (Mrs.) Punita Kumar Sinha

Independent Non-Executive Director

Key competencies

20+ years of experience in fund management in international and emerging markets

Key qualifications

Bachelor’s degree in Chemical Engineering from the Indian Institute of Technology, New Delhi and Master’s degree in Finance and a Doctorate of Philosophy degree in Finance from the Wharton School, University of Pennsylvania. Also holds a Master of Business Administration degree and is a Chartered Financial Analyst

Date of appointment October 28, 2012
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Mr. Malay Mukherjee

Independent Non-Executive Director

Key competencies

40+ years of experience in a range of technical, commercial and managerial roles in the mining and steel industry

Key qualifications

Master ’s degree in mining from the USSR State Commission in Moscow and a Bachelor of Science degree from the Indian Institute of Technology, Kharagpur

Date of appointment July 29, 2015
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Mr. Harsh Charandas Mariwala

Independent Non-Executive Director

Key competencies

Over the past three decades, he has transformed a traditional commodities-driven business into a leading consumer products and services company

Key qualifications

Bachelor’s degree in Commerce, Sydenham College of Commerce and Economics, University of Mumbai

Date of appointment July 25, 2018
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Dr. V. Ram Prasath Manohar

Nominee Director, KSIIDC

Key competencies

He worked as a catalyst for Bellary Business Summit, Industrial Development, Infrastructure development projects, Udyoga Mela, milk produce co-operative societies, housing schemes for houseless people, Health care, Swacch Bbharath Mission, Art, Culture Tourism development, PPP projects in Health Sector

Key qualifications

Master’s Degree and MBL from NLSIU, Bengaluru

Date of appointment May 21, 2021
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Mrs. Nirupama Rao

Independent Non-Executive Director

Key competencies

India’s first woman spokesperson in the Ministry of External Affairs and has a four-decade-long diplomatic career. She was educated in India and joined the Indian Foreign Service in 1973

Key qualifications

Master of Arts in English Literature from Marathwada University and Doctor of Letters (Honoris Causa) from Pondicherry University

Date of appointment July 25, 2018

Board Committees

AUDIT COMMITTEE (A)

Mr. Seturaman Mahalingam

Chairman

Function

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: 8
NOMINATION & REMUNERATION COMMITTEE (R)

Mr. Harsh Charandas Mariwala

Chairman (w.e.f. May 21, 2021)

Function

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: 2
BUSINESS RESPONSIBILITY/SUSTAINABILITY COMMITTEE (S)

Mr. Malay Mukherjee

Chairman

Function

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 and water.

Number of meetings held: 2
RISK MANAGEMENT COMMITTEE (RM)

Mr. Malay Mukherjee

Chairman

Function

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: 1
PROJECT REVIEW COMMITTEE (PR)

Mr. Malay Mukherjee

Chairman

Function

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.

Number of meetings held: 4
STAKEHOLDERS RELATIONSHIP COMMITTEE (SR)

Dr. (Mrs) Punita Kumar Sinha

Chairman (w.e.f May 21, 2021)

Function

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: 1

Board Summary

06

Independent Directors on Board

62.33* Months

Average tenure of Independent Directors

*as on 30.06.2021

6/6

Committees headed by Independent Directors

02

Women Directors

100 %

Average Board meeting attendance

Board Changes in FY 2020-21

Addition

Dr. V. Ram Prasath Manohar, Nominee Director KSIIDC

Retirement/resignation

Mr. Ganga Ram Baderiya, Nominee Director KSIIDC (Nomination withdrawn by KSIIDC)
Mr. M. S. Srikar Nominee Director of KSIIDC (Nomination withdrawn by KSIIDC)

Election and re-election

Mr. Seshagiri Rao MVS

Members applying for election in the 27th AGM (Director retiring by rotation)

Mr. Seturaman Mahalingam

Re-election as Independent Director for 2nd term

Board Competency Summary

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06

Metals & mining

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08

Accounting & finance

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06

Engineering

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07

Marketing and brand building

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07

Sustainability & risk management

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08

Technology

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07

Legal

Number of Directors

Competency

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