Corporate Governance at Jindal Steel & Power (JSP)

Jindal Steel & Power views corporate governance more as way of business life than a mere legal obligation.

Corporate Governance is modus operandi of governing corporate entity which includes a set of systems, procedures and practices which ensure that the Company is maintaining a valuable relationship and trust with all stakeholders. According to company Annual Report, Jindal Steel & Power considers stakeholders as partners in our progress and we remain committed to maximising stakeholders’ value, be it shareholders, employees, suppliers, customers, investors, communities or policy makers. Fundamentals of corporate governance include transparency, accountability and independence.

JSP is an industrial powerhouse with a dominant presence in steel, power, mining and infrastructure sectors. Led by Naveen Jindal, the company’s enviable success story has been scripted essentially by its resolve to innovate, set new standards, enhance capabilities, enrich lives and to ensure that it stays true to its cherished value system.

The said that it is committed to achieve the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India. The Company has also implemented several best Corporate Governance practices as prevalent globally.

Over the years, Jindal Steel & Power has been able to deliver excellence. Its strong corporate governance framework has been the backbone of its relentless success, consistently enabling us to scale our strengths and strategies for the best of outcomes. This framework also provides its stakeholders with the assurance of transparency and ethical operations, and its aims to stay on this path by continuously strengthening company’s governance. The Company has complied with all the mandatory requirements of Corporate Governance as prescribed under the Listing Regulations.

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For accomplishment of the objectives of ensuring fair corporate governance the Government of India has put in place a framework based on stipulations contained under the Companies Act, SEBI Regulations, Accounting Standards and Secretarial Standards etc. The Company has a strong legacy of practicing fair, transparent and ethical governance par excellence. Besides complying with the statutory prescribed corporate governance practices, the Company has voluntarily adopted and evolved various practices of governance conforming to highest standards of businesses, globally benchmarked.

Corporate Governance Philosophy

The Company views corporate governance more as way of business life than a mere legal obligation. It forms part of business strategy which includes, inter alia, creating an organisation intended to maximise value of shareholders, establish productive and lasting relationship with all stakeholders with emphasis laid on fulfilling the responsibility towards entire community and society. ‘Corporate Governance’ is not an end, it is just a beginning towards growth of Company for long term prosperity.

Corporate Governance Best Practices

The Company maintains the highest standards of Corporate Governance. It is the Company’s constant endeavor to adopt the best Corporate Governance practices keeping in view the international codes of Corporate Governance and practices of well-known domestic & global companies. The Company has established systems, procedures and policies to ensure that its Board of Directors is well informed and well equipped to discharge overall responsibilities and provide management with the strategic direction catering to exigency of long term shareholders value. Its initiatives towards adhering to highest standards of governance include self governance, professionalisation of the Board, fair and transparent processes and reporting systems and going beyond the mandated corporate governance requirements of SEBI.

The corporate governance principles implemented by the Company endeavour to protect, recognise and facilitate shareholders’ rights and ensure timely and accurate disclosures to them. Strong Corporate Governance practices have rewarded the Company in the sphere of stakeholders confidence, market capitalisation and upgrading of credit ratings in the positive context apart from obtaining awards and recognition from appropriate authorities for its brands, corporate governance projects, environmental protection, etc.

Some of the best implemented global governance norms include the following:

• All securities related filings with Stock Exchanges and SEBI are reviewed by the Company’s Stakeholders’ Relationship Committee of Board of Directors, as well as, Board of Directors.
• The Company has independent Board Committees for matters related to Health, Safety, Corporate Social Responsibility, Sustainability & Environment, Stakeholders’ Relationship, Nomination and Remuneration of Directors/ Key Managerial Personnel (KMP) and Senior Management etc.
• The Company also undergoes secretarial audit conducted by an independent Company Secretaries Firm. The Audit Committee and The Board of Directors considers the Audit Report before adopting the same as part of this Report.
• Internal Audit is conducted regularly and reports on findings of Internal Auditor are submitted to the Audit Committee.
• Observance of and adherence to the Secretarial Standards issued by the Institute of Company Secretaries of India.

Governance Leadership

Naveen Jindal, Chairman, Executive Director

A well-known Indian industrialist and philanthropist, Naveen Jindal’s vision at JSP is driven by the core principle of nation-building. Under his leadership, each business of JSP is focused towards building world-class capabilities to make India self-reliant and a global economic powerhouse. His tenacity and drive have transformed JSP into a conglomerate with presence across domestic and international locations.

Jindal was declared the Industry Communicator of the year by the World Steel Association in 2016. He was featured by the Fortune Magazine as Asia’s 25 Hottest People in Business for turning a struggling steel company into an industrial powerhouse. JSP, under his leadership, was declared as the highest wealth creator in the world between 2005 and 2009 by the Boston Consulting Group. In 2011, The Economic Times Corporate Dossier list featured him as India’s Most Powerful CEOs. Ernst & Young conferred upon him the Entrepreneur of the Year Award in the field of Energy and Infrastructure in 2010.

He was elected twice to Indian Parliament where he served as a Parliamentarian for 10 years and made many contributions. Naveen Jindal is also the founding Chancellor of O P Jindal Global University, which is ranked the number one private university in India as per the QS World university rankings 2021. Jindal completed his MBA from the University of Texas at Dallas (UTD) in 1992. In recognition of his exceptional entrepreneurship skills and public service, the School of Management of the University of Texas, Dallas named it as the Naveen Jindal School of Management. This recognition has led to the establishment of the Naveen Jindal Institute for Indo-American Business Studies. He is an avid sportsperson, an active polo player and a national record holder in skeet shooting.

Dinesh Kumar Saraogi, Wholetime Director

Dinesh Kumar Saraogi is the one of the senior most employees of the JSP, currently serving as Group Chief Executive Officer – Steel. He is also an Executive Director on the Board of the Company. His professional experience spans more than 41 years, out of which he has been associated with Jindal Group for more than 34 years, wherein he has served the organisation in various capacities, at JSP’s operating units at Angul, Raigarh, Patratu, Barbil, Raipur Machinery Division, Cement Plant, Steel Structural Division, Punjipatra etc. Saraogi holds a degree in Mechanical Engineering from the Government Engineering College, Jabalpur, having qualified in the year 1981.

Saraogi started his career in Jindal group with Jindal Hisar, Haryana, in Nov. 1988, where he successfully commissioned the pilot plant facilities for the production of Sponge Iron / Pig Iron and Ferro-alloys using Rotary Kiln for pre-reduction followed by smelting in Submerged Arc Furnace. He was then transferred to Raigarh, Chhattisgarh, where he successfully executed a variety of assignments including operations, maintenance, projects assigned to him.

In 2007, Saraogi was entrusted with setting up a 6 MTPA mega Steel & Power Project at Angul (Orissa). Subsequently, he was given the charge of the Oman operations, after the acquisition of Shadeed Iron and Steel LLC in July 2010. Under his leadership, the plant started production almost five months ahead of schedule with the production of Hot Briquetted Iron (HBI) on December 05, 2010. Saraogi was transferred back to Angul in 2012, to complete the green field task again. He spearheaded this project and installed the largest SMS Electric Arc Furnace plant & the widest Plate Mill in the world. In Feb 2018, after the successful accomplishment of 6 MT integrated Steel plant at Angul, Saraogi took the challenge of full capacity utilisation at JSP, Raigarh. Saraogi was again transferred from Raigarh to Angul on April 22 as a CEO Steel.

Bimlendra Jha, Managing Director

Bimlendra Jha has served in Steel industry for 3 decades and has his fingerprints over most flagship programs at Tata Steel. As Executive Chairman Long Products Europe (now British Steel), he led a rescue, turnaround and sale of business saving thousands of jobs in UK and France. He later led the £15 billion restructuring of British Steel Pension Scheme to de-risk the business in Europe against formidable political odds. Mr Jha then returned to India in 2019 as MD & CEO of Ambuja Cement Limited before embarking on an entrepreneurial journey in 2020.

Jha has vast experience in strategic portfolio restructuring, Theory of Constraints, supply chain transformation, market development, sales and brand management, innovation management, equipment manufacturing and Steel plant operations. He invented the Aspire program at Tata Steel developing a practical framework for leveraging TOC, TQM, TPM, Six Sigma and EVA governance in a unified framework. In the award of Deming Grand Prize to Tata Steel, case studies from his integrated approach were well appreciated by the examiners as contributors of new knowledge in the Company’s improvement journey.

He created an easy to grasp training program for these improvement concepts and developed trainers to educate more than 40,000 employees at Tata Steel. Mr. Bimlendra Jha has served on the Board of Tata Group Innovation forum, Tata Steel Europe, Energy & Climate Change Board of CBI in UK and several others in India and Europe. He is deeply passionate about green alternatives for the industry and water conservation.

Dr. Bhaskar Chatterjee, Independent Director

Dr. Bhaskar Chatterjee, a former IAS officer, is a Post graduate in History, M.Phil, M.B.A., Ph.D. & LLB. He joined the Indian Administrative Service in 1975 and has held many distinguished positions including Secretary to the Government of India, Department of Public Enterprises, Ministry of Heavy Industries & Public Enterprises; Principal Adviser, Planning Commission; Additional Secretary, Department of Land Resources, Ministry of Rural Development.

As Principal Secretary, Steel and Mines, Govt. of Odisha, he was involved with all the mining operations and raw material procurement for the steel industry particularly iron ore. He was fully concerned with all the backward and forward linkages concerned with the steel industry and was part of the team that was consulted during the formulation of the Steel Policy. Dr. Bhaskar Chatterjee is widely acclaimed as the Father of Corporate Social Responsibility (CSR) in India. He was instrumental in framing and issuing the CSR guidelines for Public Sector Enterprises (PSEs) in April, 2010. Thereafter, he played a major role in the inclusion of Section 135 in the Companies Act of 2013 and in the framing of the rules thereafter.

Having spent eight years in the Ministry of Human Resource Development, he acquired rich experience in the education sector, right from primary education and literacy to Higher and University Education.

Sunjay Kapur, Independent Director

Sunjay Kapur is the Chairman of SONA Comstar Ltd. Sona Group is primarily in the automotive component manufacturing business, the Company is the largest manufacturer of precision forged gears in the world with a dominant market share. Kapur graduated with a BBA from The University of Buckingham, UK and has also done a programme on “Growth in the Family Enterprise”, at the Indian School of Business and The University of Pennsylvania (Wharton).

In addition to this, he was the class of 2006 of “The Birthing of Giants” at MIT, USA (a 3-year programme done by YEO, MIT, and Inc. Magazine). He also successfully completed the Owner President Management programme at the Harvard Business School in February 2013. He is part of the Harvard Business School Alumni. Apart from his business interests, Kapur has always been passionate about encouraging entrepreneurs in the country.

Shivani Wazir Pasrich, Independent Director

Shivani Wazir Pasrich is an actor, activist and promoter of art, former Miss India Worldwide and a classical dancer. She is an Economics Honours graduate from
Lady Shri Ram College & Law graduate from Faculty of Law, Delhi University. She is also a Master of Ceremonies and an Educationist. She has acted in Yash Chopra’s National award-winning film and has to her credit more than 500 television shows and over a 1,000 live events.

She is the Founder of the Commonwealth Cultural Forum (a platform for creative people of the world to come together), Chairperson of the Commonwealth Society of India, CEO of SWP Productions and Director of The Study School.

Ramkumar Ramaswamy, Wholetime Director & CFO

Ramkumar Ramaswamy is a seasoned finance professional and brings with him a rich and varied leadership experience of over 25 years, leading finance teams in high growth business environments, driving for growth and profitability in mature markets, driving business turnaround, long – term strategy development, designing and implementing governance, risk management and financial control frameworks, digital transformation, organisational design, large scale change management and coaching teams in multicultural environments.

He brings with him rich functional experience across sales & marketing, supply chain, controllership, financial planning and analysis, treasury, investments, tax, shared services and digital transformation. Ramkumar has diverse industry experience in FMCG, Chemicals, Oil & Gas, metals, minerals, and natural resources. He has worked in Hindustan Unilever, Cadbury’s, Shell and Vedanta. Mr. Ramkumar Ramaswamy was appointed as the Chief Financial Officer of the Company w.e.f. May 21, 2022.

Kanika Agnihotri, Independent Director

Kanika Agnihotri is a lawyer by profession, having experience of close to two decades. She has expertise in various areas of law i.e. litigation, corporate and commercial fields. Ms. Agnihotri graduated with Honours from Govt. College for Girls, Chandigarh, in 1999. Thereafter, she received her Bachelor in Legislative Law (LLB) from Punjab University, in 2002.

She began her professional career at the law office of Ms. Gita Mittal (2002-2003) and thereafter worked with Karanjawala and Company (2003-2005). Ms. Agnihotri setup her independent practice in 2006 and is presently the Managing Partner at the firm of lawyers – ‘SKV Associates’. She has since represented several large corporates from the real estate, power, finance, infrastructure, and public sector companies.

Sunil Kumar Agrawal, Wholetime Director

Sunil Kumar Agrawal is a Chartered Accountant, having experience of close to 30 years in the Corporate Finance function. Agrawal joined the Company in May, He has served for almost 30 years, having joined the machinery division of the Company initially, followed by the Mining division. Thereafter, Sunil Agrawal joined the Power division and served across various positions in the finance function.

Presently, Sunil Agrawal is Head of Group Accounts for the Company, leading the accounting function and driving various key initiatives as a member of the finance team of the Company. He has long experience in the field of system development, internal and financial controls, financial planning and analysis, ERP implementation.

(India CSR)