Board Of
DirectorsGovernanceRisk ManagementDiversity and
inclusionCode of Business
ConductModern Slavery & Human
Trafficking Act
Anil Agarwal
Executive Chairman
Navin Agarwal
Executive Vice-Chairman
A R Narayanaswamy
Non-Executive Director
Management Structure
The directors of the Company are responsible to shareholders for ensuring that the
Company is appropriately managed and that it achieves its objectives.
Matters not specifically reserved for the Board and its committees under its terms
of reference, or for shareholders in general meeting, are currently delegated to the
Executive Chairman who in turn delegates responsibility for specific operations to
the members of the Executive Committee.
Given our current restructuring, announced in September 2023, it is important that
Vedanta has best in class leadership to drive stakeholder returns. Our current CEOs
and committees are fully empowered to facilitate capital allocation, brand
management, legal & government affairs, stakeholder engagement and the strategic
agenda of Vedanta's separate verticals.
Ensuring this continues, in September 2023, Vedanta appointed Chris Griffith as CEO
of the Base Metals division and President of Vedanta's international businesses.
Over the past few years, Griffith has headed Gold Fields, Anglo American Platinum
and Kumba Iron Ore. Vedanta has also appointed John Slaven, former COO of Alcoa, in
August 2023 as CEO for Vedanta's Aluminium business. Slaven has worked in key
executive roles in BHP and with the Boston Consulting Group. Both CEOs bring a
wealth of experience and expertise in the metal & mining sector across different
geographies.
After restructuring, each vertical will have its independent Board while the Board
of Directors will continue to bring technical experience, commercial acumen as well
as brand and capital markets experience to operations in each vertical.
Composition of the board
The Board is comprised of the Executive Chairman, Executive Vice Chairman and one
non-executive director, whose expertise provide an invaluable perspective on the
Company's business.
The biographical details of the directors can be viewed in the section on directors'
profiles.
Financial reporting systems
The Group has a comprehensive financial reporting systems, which are reviewed and
modified as circumstances require. Procedures include: preparing operational budgets
for the forthcoming year for review and approval by the Board; preparing budgets and
forecasts using conservative and consistent assumptions, which are continually
reviewed; monitoring performance against key performance indicators throughout the
financial year and updating forecasts with reference to information on key risk
areas. In addition, monthly management reports are prepared both on a divisional and
consolidated basis and are presented to the Executive Committee.
Internal control and risk management
The Directors have overall responsibility for ensuring that the Group maintains a
robust system of internal controls to provide them with reasonable assurance that
all information used within the business and for external publication is adequate.
This includes financial, operational and compliance control and risk management to
ensure that shareholders' interests and the Company's assets are safeguarded. In
line with best practice, the Board regularly reviews the internal control system to
ensure that it remains effective and fit for purpose. Where weaknesses are
identified as a result of the reviews, new procedures are put in place to strengthen
controls and these are in turn reviewed at regular intervals.
The Group's internal audit activity is managed through the Management Assurance
Services ('MAS') function and is an important element of the overall process by
which the Board obtains the assurance it requires to ensure that risks to the
business are properly identified, evaluated and managed. MAS also provides assurance
to the Board on the effectiveness of relevant internal controls.
The scope of work, authority and resources of MAS are regularly reviewed by the
Audit Committee and its work is supported by the services of leading international
accountancy firms (but specifically not including the Group's external auditors).
Each of the Group's principal subsidiaries has in place procedures to ensure that
sufficient internal controls are maintained. These procedures include a monthly
meeting of the relevant management committee and a quarterly meeting of the audit
committee of that subsidiary. These committees are appointed by the board of
directors of each relevant subsidiary and the Chairman of the Audit Committee of
each principal subsidiary reports to the Group Audit Committee on whether there are
any material adverse findings.
The responsibilities of MAS include recommending improvements in the control
environment and ensuring compliance with the Group's procedures and policies.
The planning of internal audit is approached from a risk perspective. For internal
audit purposes, the Group is divided into three auditable groupings, namely:
manufacturing/operating entities, special projects and other entities. In preparing
an internal audit plan, reference is made to the Group's risk matrix, inputs are
sought from senior management and project managers and audit committee members and
reference is made to past audit experience and financial analysis.
This process is designed to manage rather than eliminate the risk of failing to
achieve the Group's business objectives. As such, the process can only provide
reasonable rather than absolute assurance against material misstatement or loss.
Diversity and inclusion
The Board believes that diversity of skills, experience, knowledge and background is
of significant importance both at Board level and throughout the Group. It
recognises that harnessing the benefits of diversity in all its forms can contribute
to sustainable value generation. Gender diversity is a significant element of this
and while the Group has made significant strides in this area within the
organisation, the Board acknowledges that there is a lot more to be done.
The Company faces similar challenges to those of other organisations in the natural
resources sectors in maintaining diversity, including at Board and senior management
levels. To address these, a number of policies and processes have been implemented
throughout the organisation to attract and retain diverse talent and to support
gender diversity in employee recruitment, development and promotion within the
Group.
Description
Link
Diversity and Inclusion policy
Diversity and inclusion
This Code of Business Conduct and Ethics (the 'Code') is a reference document
outlining the standard code of conduct for Vedanta Resources plc (the 'Company') and
its subsidiaries (together called 'Vedanta' or the 'Group') and for its directors,
officers and employees.
The Code is for internal compliance and does not create, nor shall it be construed
to create, directly or implicitly, any rights, duties or obligations of Vedanta to
any person, body or legal entity.
The English version of this policy is the original.
Description
Link
Click here to download Code of Business Conduct
Click here to download Articles of Association
of VRPLC
Click here to download Supplier Code of Conduct
Description
Link
Vedanta Slavery and Human Trafficking
Statement 2024
Vedanta Slavery and Human Trafficking
Statement 2023
Vedanta Slavery and Human Trafficking
Statement 2022
Vedanta Slavery and Human Trafficking
Statement 2021
Vedanta Slavery and Human Trafficking
Statement 2020
Vedanta Slavery and Human Trafficking
Statement 2019
Vedanta Slavery and Human Trafficking
Statement 2018
Vedanta Slavery and Human Trafficking
Statement 2017
Vedanta Slavery and Human Trafficking
Statement 2016
Mr A R Narayanaswamy joined the Board on 1 June 2021. He brings over four
decades of experience as a Chartered Accountant. With over four decades of
experience as a chartered accountant in Management Consulting, Operational
Audit and Information Technology practice, Mr Narayanaswamy has a wealth of
knowledge that will be a valuable addition to the financial and strategic
expertise on the Board. Mr Narayanaswamy is also the promoter director of
IBIS Systems, a boutique software practice and an advisor to the Vedanta
Foundation - a Non-Profit Organisation He has a Bachelor of Commerce
(Honours) from Sydenham College, Mumbai and FCA – Member of the Institute of
Chartered Accountants of India (ICAI). He was ranked 2nd All India - ICAI in
May 1975.
A R Narayanaswamy
Non-Executive Director
Mr. Anil Agarwal was appointed to the Board in May 2003 and is the Executive
Chairman of Vedanta Resources since March 2005 and chairs the Nominations
Committee. He became the Non-Executive Chairman of Vedanta Limited in April
2020. Mr. Agarwal founded the Group in 1976 and has over four decades of
entrepreneurial and mining experience. He has led the Group and has helped
shape its strategic vision. Under his leadership, Vedanta has grown from an
Indian domestic miner into a global natural resources group with entities
listed in a number of markets and a world class portfolio of large,
diversified, structurally low-cost assets that are capable of generating
strong cash flows. Mr. Agarwal is also a director of Sterlite Technologies
Limited, Conclave PTC Limited and the Anil Agarwal Foundation.
Anil Agarwal
Executive Chairman
Mr. Agarwal was appointed to the Board in November 2004 and became the
Executive Vice Chairman of Vedanta Resources Limited in June 2005. Mr.
Agarwal has over 25 years of executive experience within the Group and is
currently the executive chairman of Vedanta Limited. He is the Chairman of
the Group’s Human Resources Advisory Committee and has championed personnel
training and development initiatives to grow the talent pipeline for senior
management succession planning within the Group. He has also been
instrumental in making the Group’s Human Resources function a transformative
value driver to the Group’s business through the institutionalisation of
best-in-class HR practices and leadership development while leveraging
technology and digital trends. Mr. Agarwal was formerly the Chairman of the
Executive Committee until 31 August 2013 and Chairman of Cairn India Limited
until its merger with Vedanta.
Navin Agarwal
Executive Vice-Chairman
Mr A R Narayanaswamy joined the Board on 1 June 2021. He brings over four
decades of experience as a Chartered Accountant. With over four decades of
experience as a chartered accountant in Management Consulting, Operational
Audit and Information Technology practice, Mr Narayanaswamy has a wealth of
knowledge that will be a valuable addition to the financial and strategic
expertise on the Board. Mr Narayanaswamy is also the promoter director of
IBIS Systems, a boutique software practice and an advisor to the Vedanta
Foundation - a Non-Profit Organisation He has a Bachelor of Commerce
(Honours) from Sydenham College, Mumbai and FCA – Member of the Institute of
Chartered Accountants of India (ICAI). He was ranked 2nd All India - ICAI in
May 1975.
A R Narayanaswamy
Non-Executive Director
Mr. Anil Agarwal was appointed to the Board in May 2003 and is the Executive
Chairman of Vedanta Resources since March 2005 and chairs the Nominations
Committee. He became the Non-Executive Chairman of Vedanta Limited in April
2020. Mr. Agarwal founded the Group in 1976 and has over four decades of
entrepreneurial and mining experience. He has led the Group and has helped
shape its strategic vision. Under his leadership, Vedanta has grown from an
Indian domestic miner into a global natural resources group with entities
listed in a number of markets and a world class portfolio of large,
diversified, structurally low-cost assets that are capable of generating
strong cash flows. Mr. Agarwal is also a director of Sterlite Technologies
Limited, Conclave PTC Limited and the Anil Agarwal Foundation.
Anil Agarwal
Executive Chairman
Mr. Agarwal was appointed to the Board in November 2004 and became the
Executive Vice Chairman of Vedanta Resources Limited in June 2005. Mr.
Agarwal has over 25 years of executive experience within the Group and is
currently the executive chairman of Vedanta Limited. He is the Chairman of
the Group’s Human Resources Advisory Committee and has championed personnel
training and development initiatives to grow the talent pipeline for senior
management succession planning within the Group. He has also been
instrumental in making the Group’s Human Resources function a transformative
value driver to the Group’s business through the institutionalisation of
best-in-class HR practices and leadership development while leveraging
technology and digital trends. Mr. Agarwal was formerly the Chairman of the
Executive Committee until 31 August 2013 and Chairman of Cairn India Limited
until its merger with Vedanta.
Navin Agarwal
Executive Vice-Chairman
Mr A R Narayanaswamy joined the Board on 1 June 2021. He brings over four
decades of experience as a Chartered Accountant. With over four decades of
experience as a chartered accountant in Management Consulting, Operational
Audit and Information Technology practice, Mr Narayanaswamy has a wealth of
knowledge that will be a valuable addition to the financial and strategic
expertise on the Board. Mr Narayanaswamy is also the promoter director of
IBIS Systems, a boutique software practice and an advisor to the Vedanta
Foundation - a Non-Profit Organisation He has a Bachelor of Commerce
(Honours) from Sydenham College, Mumbai and FCA – Member of the Institute of
Chartered Accountants of India (ICAI). He was ranked 2nd All India - ICAI in
May 1975.
