Governance

Leading with good 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.

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 a 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.

JSW Steel engages with leading industry bodies and organisations for policy advocacy and works towards the improvement of public good, thereby creating value for all. Through these engagements, the Company supports the government in framing policies in the following areas:

  • Governance and administration
  • Advancement of public good
  • Economic
    reforms
  • Boosting the domestic demand for products
  • Sustainable business principles
  • Energy, water and other natural resources
  • Promotion of human rights
  • Social and community development
  • Transparency in public disclosure
  • Non-conventional
    energy

JSW Steel engages with the following associations and organisations: World Steel Association, CII, FICCI, ASSOCHAM, Indian Steel Association, GRI, DJSI, CDP, UN Global Compact, Bangalore Chamber of Industry & Commerce, Karnataka Iron & Steel Manufacturing Association, Indian Institute of Metals, American Society of Metals, Association of Iron & Steel Technology (US), Iron and Steel Institute of Japan, PMS (Metal Society of USA), Indian Chamber of Commerce and Bengal Chamber of Commerce & Industry.

6

Independent Directors
on the Board

10

Board committees headed by Independent Directors

Corporate governance framework

Transparency and openness

Board of Directors

Balanced Board of Executive and Non-executive
Independent Directors with diverse range of expertise and experience

Provides strategic direction and evaluates overall performance

Ensures the long-term interest of the stakeholders are being served

Board committees

Audit

Nomination & remuneration

Business responsibility/ sustainability reporting

Stakeholder relationship

Risk management

Project review

Corporate social responsibility

Hedging policy review

JSWSL ESOP

Finance

Share allotment

Share/ debenture transfer

JSWSL Code of conduct implementation

Under the guidance of the Board and its committees, the Company drives performance by adopting various policies on key domains such as corporate governance, sustainability and CSR. Information on the policies is available at jsw.in/investors/investor-relations-steel

Management reporting to the Board

Executive
committee

Operations committee below executive committee

Key corporate functions

Finance

Risk

Operations

Sustainability

Sales & marketing

Legal

Information technology

Safety

Human resources

Commercial

Overview of the Board of Directors

The Company’s Board of Directors consists of global thought leaders who create trust by example. They instil 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.

Standing (left to right):

Mr. Jayant Acharya, Mr. Haigreve Khaitan, Mr. Seshagiri Rao M.V.S., Mr. Gangaram Baderiya*, Dr. Vinod Nowal, Mr. Hiroyuki Ogawa

Sitting (left to right):

Mr. Seturaman Mahalingam, Mrs. Nirupama Rao, Mr. Sajjan Jindal, Mr. Malay Mukherjee, Mr. Harsh Charandas Mariwala (Not in the picture: Dr. (Mrs.) Punita Kumar Sinha)

Mrs. Savitri Devi Jindal

  • Chairperson Emeritus
  • Value added: A member of the Legislative Assembly and a great visionary, renowned industrialist and the matriarch of the O.P. Jindal Group
  • Appointment date: 21 October 2011

*KSIIDC subsequently withdrew the nomination of Mrs. Gunjan Kinnu, IAS w.e.f 08 May, 2019 and nominated Mr. Gangaram Baderiya, IAS, as its nominee on the Company's Board w.e.f 24 May, 2019

Mr. Sajjan Jindal

  • Chairman and Managing Director,
    Non Independent Executive Director
  • Value added: 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
  • Appointment date: 15 March 1994

Mr. Seshagiri Rao M.V.S.

  • Joint Managing Director and Group CFO, Non Independent Executive Director
  • Value added: Strategy formulations related to business development, expansion of existing businesses, joint ventures, M&As and cost management
  • Appointment date: 06 April 1999

Dr. Vinod Nowal

  • Deputy Managing Director, Non Independent Executive Director
  • Value added: 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.
  • Appointment date: 30 April 2007

Mr. Jayant Acharya

  • Director (Commercial and Marketing), Non Independent Executive Director
  • Value added: 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 etc.
  • Appointment date: 07 May 2009

Mr. Hiroyuki Ogawa

  • Nominee Director, JFE Steel Corp., Japan
  • Value added: With over 30 years of experience in the steel industry across various countries, he brings unmatched international expertise
  • Appointment date: 17 May 2017

Mr. Haigreve Khaitan

  • Independent Non Executive Director
  • Value added: Rich experience in all aspects of M&As, creditor restructuring, foreign investment, joint ventures and foreign collaborations
  • Appointment date: 30 September 2015

Mr. Seturaman Mahalingam

  • Independent Non Executive
    Director
  • Value added: Awarded the "Best CFO" on multiple occasions, he has experience in building and managing the global operations of TCS in its early days
  • Appointment date: 27 July 2016

Dr. (Mrs.) Punita Kumar Sinha

  • Independent Non Executive
    Director
  • Value added: More than 20 years of experience in fund management in international and emerging markets
  • Appointment date: 28 October 2012

Mr. Malay Mukherjee

  • Independent Non Executive
    Director
  • Value added: Over 40 years of experience in a range of technical, commercial and managerial roles in the mining and steel industry
  • Appointment date: 29 July 2015

Newly appointed Directors

Mr. Harsh Charandas Mariwala

  • Independent Non Executive Director
  • Value added: Over the past three decades, he has transformed a traditional commodities driven business into a leading consumer products and services company.

Mr. Gangaram Baderiya

  • Nominee Director, KSIIDC
  • Value added: He has rich experience of working with the State Government and various Corporate Bodies. He is responsible for spearheading implementation of infrastructure projects including projects on Public Private Partnership [PPP] basis

Mrs. Nirupama Rao

  • Independent Non Executive Director
  • Value added: India’s first woman spokesperson in the Ministry of External Affairs and has a four-decade-long diplomatic career

Key Board committees

AUDIT COMMITTEE (A)

Chairman:Mr. Seturaman Mahalingam

Function: Audit Committee, a sub-committee of the Board of Directors, comprises Independent Directors. The Audit Committee regularly reviews audit plans, significant audit findings, adequacy of internal controls, compliance with accounting standards, etc.

Number of meetings held: 7

RISK MANAGEMENT COMMITTEE (RM)

Chairman:Mr. Malay Mukherjee

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: 2

STAKEHOLDERS RELATIONSHIP COMMITTEE (SR)

Chairman:Mr. Seturaman Mahalingam

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: 2

BUSINESS RESPONSIBILITY AND SUSTAINABILITY COMMITTEE (S)

Chairman:Mr. Malay Mukherjee

Function: 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

PROJECT REVIEW COMMITTEE (PR)

Chairman:Mr. Malay Mukherjee

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