BUSINESS ETHICS

AND CORPORATE
GOVERNANCE
Corporate Governance

Company’s Philosophy on Corporate Governance GRI 102-18

Good corporate governance has been an integral part of our business since inception. We
have been implementing sound management practices in compliance with the laws, adhering
to the highest standards of transparency and business ethics. These are the drivers that will
create value for all our stakeholders, and reinforce our vision to be the most sustainable and
competitive company in our industry.

We engage meaningfully with the local communities through our corporate social
responsibility initiatives. The Company places high emphasis on empowerment and integrity
of employees, their safety and the safety of the communities surrounding our plants.
Transparency in the decision making process, fair and ethical dealings with all, responsibility
for a clean environment and accountability to all our stakeholders form an important part of
our philosophy. It is these practices, inculcated since our inception, that have contributed to
our sustained growth. The Company believes that scarce natural resources should be used
optimally in its operations in order to promote sustainable development.

The Company’s governance structure is based on the principle that the Executive
Management should be given the freedom, within a given framework, to exercise the powers
vested in it with due care and responsibility, in order to meet the expectations of all
stakeholders. The Company has created a three-tiered corporate governance structure that is
in line with this principle:

 The Board of Directors (BoD): The primary role of the Board is to protect the
interest of and enhance value for all our stakeholders. It conducts overall strategic
supervision and control by setting goals and targets, policies, governance standards,
reporting mechanisms and accountability and decision making processes that are to be
followed.
 Committees of Directors: The committees of the Board such as Audit Committee,
Compliance Committee, Nomination and Remuneration Committee, CSR Committee,
Risk Management Committee, etc. are focused on financial reporting, audit and
internal controls, compliance issues, appointment and remuneration of directors and
senior management employees, and implementation and monitoring of CSR activities
and the risk management framework.
 Executive Management: The entire business including support services is managed
with clearly demarcated responsibilities and authorities at different levels.
o The Executive Committee (ExCo): The Executive Committee is headed by
the Managing Director & CEO. The CFO and the Heads of Manufacturing,
Marketing and HR are its other members and the heads of Technical and
Procurement are permanent invitees. This is a brainstorming committee where
all important business issues are discussed and decisions taken. The ExCo
reviews and monitors monthly performances, addresses challenges faced by
the business, draws strategies and policies and keeps the Board informed about
important developments that have bearing on the operational and financial
performance of the Company. The Committee members report to the
Managing Director & CEO.
o Managing Director & CEO: MD & CEO reports to the Board and is
responsible for the entire operations of all the regions, achieving business
strategies, project execution, overall performance and growth, achieving the
Company’s vision and mission, mergers and acquisitions, significant policy
decisions and all critical issues having significant business and financial
implications. He provides strategic direction, policy guidelines and extends
support to the Executive Committee members and other functional heads. He
also ensures implementation of the decisions of the Board and its various
committees.