Vedanta is a multi-geographic, multi-stakeholder, federally modelled organisation with a unifying thread across all our Group's activities. Our robust governance structure headed by our Board of Directors serves that purpose of binding all of the Group's activities into a coherent whole. The Board, aided by a strong and well-designed process, policies and Sustainable Development Framework, governs business with strict adherence to ethical conduct and a high degree of transparency.
In accordance with the UK Corporate Governance code, majority of our Board, excluding the Chairman, comprises of independent Non-executive Directors. At the date of this Report, our Board consists of the Executive Chairman, Executive Vice Chairman, Chief Executive Officer and five independent Non-executive Directors. The Directors come from diverse international backgrounds and enrich the Board with a wide range of professional and sector-specific experience. The Board is responsible to shareholders for ensuring that the Company is appropriately managed and achieves its objectives to deliver long term success.
COMPOSITION OF THE BOARD
While our 'Code of Business Conduct and Ethics' provides a set of principles to guide our employees, our Sustainable Development Framework outlines best practice standards and policies that encourage consistent improvement across functional areas. Additionally, we also follow internationally accepted standards and good practices such as ICMM, IFC and OECD guidelines.
CODE OF BUSINESS CONDUCT & ETHICS
Our code of business conduct and ethics (hereafter, CBEC) complies with the law of the land and even goes beyond (legal) compliance, where relevant. Our listing and reporting Requirements in the uk raises the bar on various governance aspects such as:
We are aligned with the UN Sustainable Development Goals and the UK Modern Slavery Act 2015 and are rolling out a uniform framework for their implementation. In order to ensure transparent and easy access to our policies in the public domain, our Insider Trading Prohibition Policy and Antitrust Guidance Notes relating to Disclosure of Sensitive Information etc., are publicly available on our website and are incorporated into contracts where relevant.
Our CBCE, updated to comply with the UK Bribery Act 2010, expressly prohibits payment and receipt of bribes directly or indirectly through associated persons. All employees across the organisational hierarchy adhere to the CBCE; in letter and in spirit. Employees are expected to adhere to the highest standards of integrity and report even minute violations, which are then addressed and resolved promptly after an impartial external investigation.
The Audit Committee, comprising four Non-executive Directors, assists the Board in maintaining and monitoring the integrity of the Group's financial statements, assessing the effectiveness of the Group's risk management system and internal controls, and the independence and objectivity of the external auditor. To carry out its duties effectively, the Audit Committee receives a detailed information from management. The information is reviewed and presented to Audit Committee by management along with the internal and external auditors, as required.
All business units are periodically reviewed for risks related to corruption and bribery.
Under our Whistleblower Policy, employees and external stakeholders are provided a mechanism (toll free number, email id and a reporting portal) to report inappropriate behaviour. We maintain strict confidentiality with the employee and ensure a free and fair investigation, without any fear of repercussion.
To ensure that all employees are well-versed with our Code, mandatory training is provided for new recruits and refresher workshops on anticorruption policies and procedures are conducted for relevant employees.
The supply chain is a significant contributor to our performance footprint and so we have institutionalised a dedicated accountability mechanism for suppliers and contractors.
Our Suppliers' Code of Conduct communicates our requirement for our suppliers to operate in compliance with all relevant legislation, align to our policies while executing work for, or on behalf of Vedanta or on our sites, and adopt ethical good practices.
VEDANTA ENCOURAGES SUPPLIERS TO ADOPT PRINCIPLES AND PRACTICES COMPARABLE TO OUR OWN, INCLUDING THE SUPPLIER CODE OF CONDUCT, SUPPLIER AND CONTRACTOR MANAGEMENT POLICIES AND SUPPLIER SCREENING CHECKLIST.
FRAMEWORK & IMPLEMENTATION
Our Sustainable Development Model is underpinned by a Sustainable Development Framework that helps each business put the Model into practice. The Framework, rolled out in FY 2012-13, comprises several policies, standards and guidance notes that were developed in line with ICMM, IFC, OECD, UNGC and SDGs guidelines.
Our efforts to establish and implement a robust Sustainable Development Model and Framework that is aligned with all international best practices, is illustrated in the following chart:
Over the years, the Framework has served as an effective tool to unify Vedanta's sustainability approach across diverse geographies and businesses. Today, it is an integral part of our business strategy and helps us and our subsidiary businesses to conduct business in line with our core values of trust, entrepreneurship, innovation, excellence, integrity, respect and care.
Each of our subsidiary businesses have carried out a gap analysis to identify any lacunae between their existing management systems and processes, and the Sustainable Development Model and Framework.
The identified gaps have been discussed and reviewed by the leadership teams, and action plans are in place to ensure compliance within a specified period of time.
The Vedanta Sustainability Assurance Programme (VSAP) - our internal risk management tool run by the Group's Management Assurance System, is in place to ensure compliance with the Framework. This ascertains that all our businesses are monitoring and reviewing their sustainability objectives and implementing the same at regular intervals.
The Sustainable Development Framework is deeply embedded in the ethos of Vedanta. The Board of Directors provides leadership and guides the businesses towards fulfillment of the commitment to various stakeholders. The Sustainability Committee led by Independent Director and supported by business CEO's, corporate sustainability team reviews and monitors progress against the framework and sustainability objectives and targets during the year. The Executive Committee is supported by the Corporate Sustainability Team.
Our Board comprises eight Directors, and more than 50% of them are independent.
As part of the implementation process, we provided training to relevant management teams to ensure a solid understanding of the Framework's requirements. We cascaded information to our subsidiary businesses, providing on-location training to managers, to ensure that they could drive compliance within their teams. Large-scale posters and other support materials were provided to reinforce key messages. This is as an ongoing process, and is part of the training calendars for each business.
In order to further embed our Framework, we also delivered additional topic-specific training across the Group, addressing areas such as health and safety management, environmental incidents, international standards such as the Global Reporting Initiative (GRI), and reporting best practice and assurance. The importance of the Framework is reinforced by measures like linking management remuneration to key sustainability targets, communication and celebration of success in meetings, and monitoring of progress against established targets. Framework documentation is made available to all employees through the company's website, on individual company portals, and through awareness training, which is attended by staff at all levels.
Ensuring sustainable development is a key business responsibility at Vedanta and specific resources have been dedicated at each of the Group's businesses towards this purpose. The expected outcomes are clearly defined at the beginning of a financial year.
Monitoring and management mechanisms ensure continuous improvement. Continual internal auditing offers a quantitative view of achievements against objectives and keeps our sustainability development programmes on track.
man-hours were slotted for employees
man-hours were dedicated for contract workforce
THE SUSTAINABILITY COMMITTEE REPORT
As a global natural resources organisation, our businesses are exposed to a variety of risks. It is therefore essential to have in place the necessary systems to manage these risks, while balancing the relative risk reward equation demanded by our stakeholders.
Our risk management framework serves to identify, assess and respond to the principal risks facing our business and is designed to be simple and consistent and provide clarity on managing and reporting risks to the board. Our management systems, organisational structures, processes, standards and code of conduct together form the system of internal control that governs how we conduct the Group's business and manage the associated risks.
The Group recognises the importance of identifying and actively managing the risks facing the business. We want our employees to feel empowered to take advantage of smart opportunities and we want them to do so within the risk appetite set by the Board. It is therefore important that we have a robust governance framework in place to facilitate this.
We use this framework to identify and assess emerging risks at all levels in the organisation so that we can take action to effectively manage these risks. Materiality and risk tolerance are key considerations in our decision-making. The responsibility for identifying and managing risk lies with all the managers and business leaders of the group.
The Board of Directors has the ultimate responsibility for management of risks and for ensuring the effectiveness of internal control systems. Such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and provides reasonable and not absolute assurance against material misstatement or loss.