2. BOARD OF DIRECTORS
Mr. Sajjan Jindal Chairman & MD
Mr. Seshagiri Rao M Jt. Managing Director
& Group CFO
Dr. Vinod Nowal Director & CEO
Mr. Jayant Acharya Director (Commercial
& Marketing)
Executive Directors
Non-Executive
Independent Directors
Mr. Uday M.Chitale
Mr. Anthony Paul
Mr. Sudipto Sarkar
Dr. S. K. Gupta
Mr. K. Vijayaraghavan
Dr. Vijay Kelkar
Non-Executive
Non-Independent Director
Mr. Yasushi Kurokawa
Nominee Director Mrs. Zarin Daruwala
3. AUDIT COMMITTEE
The Audit Committee comprises of four Non-Executive
Directors, all of whom are Independent Directors
To review reports of the management auditors and internal
auditors before submission to the board, approve the
appointment of CFO and review removal and terms of
remuneration of the Chief Internal Auditor
Name of the Members No. of Meetings
Attended
Mr. Uday M. Chitale - Chairman 9/9
Dr. S. K. Gupta - Member 8/9
Mr. Sudipto Sarkar - Member 6/9
Mr. K. Vijayaraghavan - Member 9/9
4. REMUNERATION COMMITTEE
The Remuneration Committee comprises of four Non-
Executive Directors, all of whom are Independent Directors
To determine on behalf of the Board and on behalf of the
Shareholders, the Company’s policy on specific remuneration
packages for Executive Directors including pension rights and
any compensation payment.
Name of the Members No. of Meetings
Attended
Dr. S. K. Gupta - Chairman 2/2
Mr. Uday M Chitale - Member 2/2
Mr. Anthony Paul - Pedder Member 2/2
Mr. K. Vijayaraghavan - Member 2/2
5. REMUNERATION
The Non-Executive Directors are paid remuneration by way of
Commission and Sitting fees. The Company pays sitting fees
at the rate of 20,000/-for each meeting of the Board and sub-
committees attended by them. Average remuneration to Non-
Executive Directors is 29.3 lakhs per annum.
The Details of Remuneration paid /payable to the Whole-time
Directors
Name of
Director
Salary
including PF
Perks
(` in Crores)
Profit linked
Commission
Total
( in Crores)
Mr. Sajjan
Jindal
6.94 0.77 12.54 20.25
Mr. Seshagiri 3.47 0.14 - 3.61
Dr. Vinod
Nowal
2.59 0.11 - 2.70
Mr. Jayant 2.23 0.10 - 2.33
6. OTHER MAJOR COMMITTEES OF DIRECTORS
Shareholders/Investors Grievance Committee
Project Review Committee
Risk Management Committee
Nomination Committee
Finance Committee
ESOP Committee
7. DISCLOSURES & WHISTLE BLOWER POLICY
Encourages all employees, officers and directors to report any
suspected violations promptly and intends to investigate any
good faith reports of violations.
The Whistle Blower Policy specifies the procedure and
reporting authority for reporting unethical behavior, actual or
suspected fraud or violation of the ethics policy or any other
unethical or improper activity
WBP also provides safeguards against victimization or unfair
treatment of the employees who avail of the mechanism and
no personnel has been denied access to the Audit Committee.
8. MEANS OF COMMUNICATION
Timely disclosure of consistent, comparable, relevant and
reliable information on corporate financial performance is at
the core of good governance
a) Quarterly/Half Yearly/ Nine Monthly/ Annual Results: sent to
the Stock Exchanges
b) Publication of Quarterly/Half Yearly/ Nine Monthly/ Annual
Results
c) Monthly production figures and other press releases
d) Website
Annual Report, Chairman’s Communiqué and Reminder to
Investors
9. CORPORATE ETHICS
The Company adheres to the highest standards of business
ethics, compliance with statutory and legal requirements and
commitment to transparency in business dealings.
a) Code of Conduct for Board Members and Senior
Management
b) Code of Conduct for Prevention of Insider Trading
c) Reconciliation of Share Capital Audit Report
d) Internal Checks and Balances
e) Legal Compliance of the Company’s Subsidiaries
10. SUSTAINABILITY POLICY
JSW’s commitment to do business responsibly is built into the
core values of the Company to conduct every aspect of
business responsibly and sustainably. It relies on:
• Adherences to core values.
• A well articulated Enterprise Risk Management framework.
• Practices that seek to sustain and enhance the long term
competitive advantage of JSW with care for the society and
environment.
11. GOVERNANCE OF SUSTAINABILITY
PERFORMANCE
‘Committee for Business Responsibility Reporting’ to assess
the framework for Business Responsibility Reporting and the
subsequent performance of the Company with Dr. S. K. Gupta
as Chairman
Responsible for the adoption of ‘National Voluntary Guidelines
on Social, Environmental and Economic Responsibilities of
Business’ (NVGs) in business practices of JSW Steel
Review the annual business responsibility report
and present it to the Board for approval.
12. RISK MANAGEMENT
We follow the Committee of Sponsoring Organizations’
(COSO) framework of Enterprise Risk Management to
proactively anticipate and respond to risks
All risk factors that may affect business sustainability have
been identified and are regularly tracked
Raw material security
Infrastructure & logistics support
Environment
Organizational development
Market development
Reputation
13. CORPORATE SOCIAL RESPONSIBILITY
The JSW Foundation which is a social development division
of the JSW Group, works closely with local stakeholders.
Following are some of the new initiatives taken:
In local Government schools installing solar facility at the
existing computer aided learning centers
Proposing project tehsils to be cataract free
Village knowledge center initiative with MS Swaminathan
Research Foundation
Skill building for youth from other locations at the OPJ Centre,
Vijayanagar
14. INTELLECTUAL CAPITAL MANAGEMENT
Performance management and reward system
Managing human rights
Health and Safety
Encouraging work-life balance for employees
Training and development
Leadership and succession management
Talent management
Caring for the well-being of our employees
15. ORGANIZATIONAL CULTURE
Transparency in decision making
No bias based on gender
People, Policy and Processes
Benefits and Compensation
Employee Communication: An exercise across the plant for all
employees to voice their opinions, issues and suggestions to
top management
Employee welfare and Engagement
16. 360 DEGREE FEEDBACK
JSW Steel doesn’t completely follow the 360 degree
feedback, but takes care of few aspects
Vendor code of conduct
Customer Relationship Management
Information as required to the prospective investor
Employee satisfaction surveys
External auditors – Deloitte Haskins & Sells
18. Areas of CG JSW Steel Tata Steel
Board of Directors Medium Strong: Good mixture of
Board profile
Audit Committee Medium Medium
Remuneration Committee Strong: Good split of
payments given in detail
Strong
Whistle Blower Policy Medium Medium
Shareholder Committee Medium Strong: Gives a clear view
and future prospects
Means of Communication Medium Strong: Good visibility as
an organization
Corporate Ethics Medium Strong: Imbibed within the
brand name
Sustainability Medium Medium
Risk Management Strong: Good at risk taking
and managing
Weak
CSR Medium Strong: Tata Trust
Human Capital Mgmt Medium Medium
360 Degree Feedback Weak Weak
Organisation Culture Weak Strong: Good Perception
