Committed to highest standards of governance

Our governance structure promotes transparency, ethical behaviour, and compliance while building strong stakeholder relationships. We steadfastly pursue environmental goals, while concurrently upholding social responsibilities towards our customers, employees and the local communities. We adhere to fair and ethical practices that nurture our reputation as a trusted partner, driving long-term growth and stakeholder value creation.

Capitals affected

Stakeholder affected

Strategy linked

UN SDGs

Key focus areas

Governance excellence in FY2025

CORPORATE GOVERNANCE FRAMEWORK

Promoting Accountability and Integrity

Reinforcing the CG Framework

Our comprehensive three-tier framework effectively guides our corporate governance (CG) philosophy and principles. Its core elements comprise strategic supervision, management, control, and execution.

Anchoring Pillars of Our CG Framework

Embedding these fundamental governance pillars into our strategic foundation helps us in achieving the following outcomes:

GOVERNANCE PRIORITIES DURING THE YEAR

For FY2025, our corporate governance priorities were centred around strengthening accountability, transparency, and sustainability, which included:

BOARD’S ROLE

The Board acts as a principal catalyst to drive our sustainable growth and enduring success, spearheading the corporate governance through its leadership and strategic guidance. With three Independent Directors on the Board, we uphold a high standard of impartial oversight and accountability, reinforcing the integrity of our decision-making processes.

Anchored in the Company’s vision, mission, values, and legacy, our governance structure is strengthened by robust internal controls and risk management mechanisms established by our vigilant and proactive Board to enhance the organisation’s fortitude against both existing and emerging challenges.

The Board fulfils its fiduciary responsibilities, ensuring transparency, accountability, and strategic oversight. This empowers the Board to uphold the interests of shareholders and the broader community.

The Board conducts an annual evaluation of its performance, including that of individual Directors, Chairperson and Committees, to ensure effectiveness and adherence to governance standards. The Board has also instituted a Whistleblower Policy and has established the necessary vigil mechanism for Directors and employees to report concerns about unethical behaviour.

ENSURING REGULATORY COMPLIANCE

We have integrated the compliance function within management’s responsibilities to strengthen our reputation and ensure stringent compliance with regulatory requirements and industry norms. This approach mitigates legal risks and aligns our operations with all relevant and applicable laws.

BOARD COMMITTEES

The Board has established various Board Committees dedicated to managing specific functions and supporting the Board in overseeing governance-related matters. Each Committee is entrusted with distinct roles and responsibilities, ensuring comprehensive governance and effective stewardship across all operational and strategic domains.

The decisions made within these governance structures establish strategic vision and responsible management at Hindustan Zinc.

Board Committees

EXECUTIVE COMMITTEE

The Executive Committee (EXCO) at Hindustan Zinc acts as a bridge between the management and the Board.

POLICIES FRAMEWORK FOR ETHICAL CONDUCT

We have implemented a comprehensive framework of policies to promote appropriate business conduct and a culture of ethics and integrity through regular communication with our management, employees and stakeholders.

Zero

Complaints relating to child labour, forced labour and involuntary labour

Code of Conduct

At Hindustan Zinc, our commitment to conducting business responsibly and upholding the highest standards of ethics and integrity extends beyond compliance with applicable laws and regulations. These standards are articulated through our Code of Conduct, which is uniformly applied across all functions, business units, subsidiaries, and external partnerships, including business partners, contractors, and other associated entities.

All Board members and executive management team have affirmed their compliance with the Code for FY2025. A declaration to this effect, signed by the CEO & Whole-time Director, forms part of the Report.

Ensuring Adherence with the Code

Annually, our Board members, executives and employees reaffirm their commitment to our Code of Conduct. We have established an Ethics Committee both at Hindustan Zinc and at the Group level, comprising key stakeholders and the Management Assurance Head (MAS head) to ensure effective implementation and adherence to the Code. The Ethics Committee conducts a thorough, independent investigation of the complaints received regarding the violation of the Code. The Committee also plays a key role in guiding, addressing enquiries and handling any complaints received directly or through the whistle-blower mechanism, thereby fostering a culture of ethics, transparency and accountability throughout the organisation.

Strengthening Our Code

The Code of Conduct has been enhanced to provide targeted guidance on evolving areas, including facilitating payments, gifts and interactions with business partners. It includes contemporary principles addressing sanctions, trade controls and social media conduct. Furthermore, its confidentiality provisions have been expanded to cover data privacy, the General Data Protection Regulation (GDPR) and information security, ensuring continued relevance and comprehensive coverage on evolving challenges and regulatory standards.

The Code is available on our website

Prevention of Sexual Harassment at the Workplace

Hindustan Zinc’s gender-neutral Prevention of Sexual Harassment (POSH) policy marks our commitment to diversity, inclusion, and equal opportunity for all employees. In adherence to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, our policy aims to proactively address and prevent any behaviours or attitudes that contribute to sexual harassment. We have implemented comprehensive measures, including awareness sessions tailored for various cohorts such as entry-level employees, managers, leadership, business partners, women professionals, and Internal Complaints Committee (ICC) members. During FY2025, there were over 1,500 participants in these training programmes across our locations.

During the year, we received one case under the Prevention of Sexual Harassment (POSH) policy, which was promptly investigated in accordance with our POSH policy. As a result of the investigation, appropriate disciplinary actions were taken against the perpetrator, consistent with our zero-tolerance approach towards any form of harassment.

Access the POSH policy

Whistle-Blower Policy

Our whistle-blower policy promotes moral and ethical business conduct across the organisation’s operations by encouraging and empowering employees and all stakeholders to report any instances of unethical behaviour and unfair business practices.

Reporting Mechanism

Multiple whistleblowing channels are available, including a dedicated e-mail (whistleblower@vedanta.co.in), hotline number (000-800-100-1681), and web-based ‘Whistle-Blower Portal’, ensuring prompt receipt and attention to all reports.

Confidentiality

All complaints reported under the Whistleblower Policy are treated with utmost confidentiality. Efforts are made to safeguard the whistleblower’s identity throughout the investigation process, with personal details disclosed only to those directly involved in the resolution of the issue, only when necessary.

Investigation and Oversight

The Group Head of Management Assurance thoroughly investigates all reported concerns with utmost accountability and transparency, and the findings are submitted to the Audit & Risk Management Committee for further review and action.

Protection

Regardless of the nature of the concern reported, our policy explicitly prohibits any form of retaliation or discrimination, such as termination, demotion, harassment, or any other retaliatory measure, against the individuals who report concerns in good faith.

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Access our Whistleblower Policy here

ANTI-BRIBERY AND ANTI-CORRUPTION

Hindustan Zinc upholds fair and transparent business practices through its Anti-Bribery and Anti-Corruption (ABAC) Policy, which is a core part of our Business Ethics and Code of Conduct. Aligned with global laws like the UK Bribery Act and the U.S. Foreign Corrupt Practices Act, the policy prohibits all employees and business partners from offering or accepting bribes or improper payments, including facilitation payments to public officials or customers. It also restricts gifts and entertainment that could influence business decisions. Annual training and awareness programmes are conducted to ensure understanding and compliance across the organisation.

Access our Anti-Bribery and Anti-Corruption Policy here

Number of incidents reported under the Code of Conduct and Business Ethics are as follows: