Corporate Governance
Our Board of Directors and Management Committees form the backbone of our successful businesses.
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 |
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.