Governance
Pursuing the Highest Standards in Governance
At Hindustan Zinc, our unwavering commitment towards implementation of governance practices is aligned with our ethos of responsibility. Through integration of ESG metrics into decision-making, we effectively address environmental goals, uphold social responsibilities and maintain strong governance frameworks. This ensures transparent decision-making, ethical conduct and high standards of accountability. These principles are imbued across the organisational fabric, in all our systems, processes and functions. Fair and honest business practices have promoted the long-term business growth of the Company and value creation for all stakeholders by sustaining their trust in the organisation’s credentials as a reliable corporation. Thus, we not only thrive, but also celebrate our accomplishments, even in the face of adversity.
Fostering a Culture of Accountability and Integrity
Our Corporate Governance (CG) philosophy is aligned with our sustained focus on fostering a culture of accountability, responsibility and integrity to uphold the trust and confidence of our stakeholders. Another critical aspect of good governance culture is ensuring that decision-making processes are fair, objective, and based on sound principles. At Hindustan Zinc, we have adopted a comprehensive approach that encompasses values, communication, training, decision-making processes, leadership, and recognition. Integrating these elements into the fabric of the organisation helps us ensure that we stay
on course with the realisation of our goals, thus effectively steering our growth trajectory.
Robust Corporate Governance Framework
Corporate Governance principles are enshrined in the spirit of Hindustan Zinc, which form its core values. We have built a robust CG framework on the three-tiers of strategic supervision, management and control and execution, resting on the fundamental pillars of ethics, transparency, accountability, inclusion, equity and commitment to legal principles. This has helped Hindustan Zinc drive strong corporate citizenship, thus strengthening our brand and marketing efforts while enabling retention and growth of both customers and employees.
Appropriate and necessary actions were taken in response to 5 reported cases under Prevention of Sexual Harassment (POSH)
ZERO
Complaints relating to child labour, forced labour and involuntary labour
Pillars of Our Corporate Governance Framework
Execution
Strategic
Supervision
Management
and Control
Regulatory Issues and Compliance
Compliance is the foundation to build the reputation of the Company. It is pertinent for Hindustan Zinc to continue to ensure timely regulatory compliance to uphold the trust and confidence of our stakeholders while also ensuring that its operations are in line with relevant and applicable laws to avoid legal consequences.
Supervisory Committees
Hindustan Zinc has a robust mechanism to continually monitor and strengthen its CG modules. Integral to the smooth functioning of this system, our Board of Directors have established multiple committees, each assigned with distinct roles and responsibilities. The decisions taken by each committee is in line with our responsibility ethos that has served to shape the overall management strategy at Hindustan Zinc. Climate change principles are taken into consideration by the committees in formulating their agenda, in line with our exceptional sustainability commitment.
- Audit & Risk Management Committee
- Stakeholder Relationship Committee
- Corporate Social Responsibility Committee
- Nomination and Remuneration Committee
- Sustainability and ESG Committee
- Committee of Directors
Executive Committee
The Executive Committee (EXCO) serves as a link between the Company’s management and the Board. It consists of Hindustan Zinc’s functional and plant leaders, including the Chief Executive Officer (CEO), Deputy CEO, Chief Financial Officer (CFO), and the Independent Business Unit (IBU) CEOs. Its primary role is to supervise the management and control functions within the Company. It plays a crucial part in the effective execution of the Company’s strategies.
The Committee’s mandate includes coordinating business transactions, driving enhancements in the mining and smelting processes and implementing a range of policies and procedures, including the code of conduct. Our IBU CEO’s aid the Company in the successful implementation of its business strategies, plans and programmes. Guided by a clear strategy, they continually work towards the realisation of our business and sustainability goals, which we have
identified as the key drivers of our growth strategy.
Code of Conduct
The Company stringently adheres to its code of conduct across its business segments, functions, and external stakeholders, including business partners (BPs),
contractors, and others. The fundamental principles of this code include trust, mutual respect, professionalism, responsibility, accountability and open communication, which directs our conduct and activities. The code of conduct complies with the provisions of the Foreign Corrupt Practices Act and the UK Bribery Act of 2010. It embodies Company’s core values and purposes and plays a vital role in creating a healthy business relationship with all stakeholders. It ensures ethical handling of conflicts of interest, promotes complete and timely disclosures, besides maintaining keen focus on aspects essential for upholding the highest ethical standards and fostering a culture of honesty.
All Board members and senior management personnel have affirmed their compliance with the code of conduct for FY 2022-23. A declaration to this effect signed by CEO & Whole-time Director forms part of the Report.
Strict Adherence to the Code
Every year, our Board members, executives and employees participate in the annual affirmation of their commitment to uphold the code of conduct. We have established an Ethics Committee to ensure effective implementation and adherence to the principles and standards outlined in the code. This Committee plays an important role in providing guidance, addressing enquiries and handling any complaints received directly or through the whistle-blower mechanism. It serves as a body dedicated to foster a culture of ethics, transparency and accountability throughout the organisation. We had earlier strengthened the code to provide more precise direction on a number of evolving subjects, including facilitation of payments and gifts and interactions with BPs. It encompasses contemporary principles concerning sanctions, trade controls and online conduct on social media. We have expanded the confidentiality aspect of the code
to encompass data privacy, general data protection regulation (GDPR) and information security, ensuring that the code remains relevant and comprehensive in addressing evolving challenges and complies with established standards and regulations.
Our gender-neutral Prevention of Sexual Harassment (POSH) policy reflects our commitment to diversity, inclusion and equal opportunity. These measures demonstrate our unwavering dedication to foster a diverse and inclusive workplace environment, while upholding high ethical standards and promoting openness and transparency. The code is available on our website, at https://www.hzlindia.com/wp-content/uploads/HZL-BUSINESSETHICS-
CODE-OF-CONDUCT-22.04.2022.pdf
Whistle-Blower Policy
We have a proactive whistle-blower policy that encourages and empowers our employees and all stakeholders to report any instances of unethical behaviour and unfair business practices through a dedicated ‘whistle-blower portal’ to promote moral and ethical business practices within the organisation. The responsibility of addressing such complaints falls under the purview of the Group head of management assurance. Our complaint registration process is simple, efficient and streamlined, making it convenient for employees and all stakeholders to raise their concerns through just three clicks on a mobile application. Once a complaint is received, a thorough investigation is conducted, and the findings are shared with the Audit and Risk Management Committee for review.
Link to our whistle blower policy is as follows: https://www.hzlindia.com/wp-content/uploads/HZL-WHISTLEBLOWER-POLICY-19.10.2015.pdf
Anti-Bribery and Anti-Corruption
Hindustan Zinc strictly enforces compliance with its anti-bribery and anti-corruption policies to promote fair and transparent business practices. Comprehensive training and awareness programmes are implemented for employees and BPs to ensure understanding and adherence to our code of conduct. Any form of improper monetary or facilitation payment to individuals or organisations, including public officials and customers, is strictly prohibited.
Definitions
Employee Misconduct
All matters involving employees, contractors and BPs – including concerns related to unfair HR processes including recruitment practices, benefits and compensation, job assignment and performance, breaches of labour standards, issues related to payroll, remuneration, benefits and compensation
(including legal breaches)
Business Integrity Breach
Any violation or deviation from the code of business conduct and/or any unethical behaviour including but not limited to facilitation of bribes and fraud and misuse of the Company’s resources and benefits
Workplace Harassment and
Discrimination
Matters relating to inclusiveness and discrimination such as inappropriate employee conduct and harassment
HSE Breach
Health, Safety and Environment (HSE) concerns – relating to workplace conditions that represent dangerous physical situations for employees and others
Environmental concerns regarding potential harm or a potential situation that can cause actual or perceived loss or damage to people, the environment or plant and equipment
Data and Privacy Breach
Any unintended loss of data or information – failure to comply with local legislation relating to the collection, usage, processing, storage, disclosure and transfer of personal data; this also includes failure to process data for legitimate business purposes or related purposes
Others
All other breaches
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