Adherence to the highest standards of governance is a key tenet of our business focus. We have in place a well-structured Corporate Governance (CG) framework that is centred around promoting a culture of responsibility, ethics, integrity and accountability across the organisation.
Stringent compliance with these aspects of CG enables us to surge ahead towards the accomplishment of our goals and targets.
To effectively steer our CG philosophy and principles, we have developed a three-tier framework, comprising the elements of strategic supervision, management, control and execution. These elements are built around the fundamental pillars of ethics, transparency, accountability, inclusion, equity, and commitment to legal principles. Our investment in these pillars enables us to reinforce our CG framework, helping augment our brand reputation. They help in suppliers and employee retention, enabling us to nurture stakeholder trust and confidence in the Company. Collectively, these pillars equip us to deliver on our purpose and ambitions.
At the heart of our good governance proposition is the Board’s commitment to drive sustainable and responsible growth, which we believe is the key engine of our sustained success. Our governance structure is guided by the Company’s vision, mission, values and legacy, backed by strong internal controls and risk management mechanisms. These mechanisms are put in place by our vigilant and proactive Board, and are aimed at boosting the organisation’s resilience to existing and emerging challenges. They empower the Board to fulfill its responsibilities to both, the shareholders, debenture and other security holders and the broader community.
We are cognisant of the importance of compliance with various regulations and norms to enhance the Company’s reputation. We have integrated the compliance function into the management’s role and responsibility.
We are committed to continuing to ensure timely regulatory compliance, to uphold the trust and confidence of our stakeholders. At the same time, we are committed to avoiding legal consequences by ensuring that our operations are in line with relevant and applicable laws.
Our Board of Directors plays a vital role in providing leadership and strategic guidance in shaping our procedures and processes to drive value creation. A robust mechanism is in place for continuous monitoring and strengthening of our CG modules. This is enabled through the various Board Committees established for overseeing different functions. Each committee is assigned distinct roles and responsibilities. The decisions of the committees are aligned with our responsibility ethos, which is central to the overall management strategy at Hindustan Zinc.
Financial Capital
Manufactured Capital
Intellectual Capital
Human Capital
Social & Relationship Capital
Natural Capital
Financial Capital
Manufactured Capital
Intellectual Capital
Human Capital
Social & Relationship Capital
Natural Capital
Hindustan Zinc has a high-powered Executive Committee (EXCO) that serves as a link between its Management and the Board.
A culture of ethical behaviour is imbued in the organisation and we make continual efforts to create a favourable environment, backed by well-drafted policies and frameworks, to promote appropriate business conduct. These policies are regularly communicated to our management, employees and stakeholders.
The Company stringently adheres to its Code of Conduct ('Code') across its business segments, functions, and external stakeholders, including business partners (BPs), contractors, and others including Directors, officers, and employees of the Company and its subsidiaries. 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 the 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 a 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 2023-24. A declaration to this effect signed by the CEO & Whole-time Director forms part of the Report.
Complaints relating to child labour, forced labour and involuntary labour
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 Ethics Committees at Hindustan Zinc and at the Group level to ensure effective implementation and adherence to the principles and standards outlined in the Code. The Ethics Committee consists of key stakeholders along with management assurance head who conducts detailed investigation independently of the complaints received with respect to violation of Code of Conduct. 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. The Code is available on our website, at https://www.hzlindia.com/ wp-content/uploads/HZL-BUSINESS-ETHICS-CODE-OF-CONDUCT- 22.04.2022.pdf
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 Company strives to create safe workplace for all, fostering a culture that promotes respect and equality by proactively addressing any behaviours or attitudes that contribute to sexual harassment. The Company abides by the Sexual Harassment of Women at Workplace (Prevention, Prohibition, Redressal) Act, 2013 and under its purview have conducted multiple awareness trainings across Hindustan Zinc. These are specifically curated for various cohorts of entry level employees, managers, leadership, business partners and their workforce, women professionals, Internal Complaints Committee members and many more. In FY 2023-24, around 1,500+ workforce underwent trainings throughout the year across our mining and smelting locations.
During the financial year 2023-24, we received 6 cases under prevention of sexual harassment (POSH), which were promptly investigated in accordance with our POSH policy. As a result of these investigation, appropriate disciplinary actions were taken against the perpetrators, in line with our zero tolerance approach towards any form of harassment.
The policy can be accessed at https://www.hzlindia.com/wp-content/uploads/Policy-of-Prevention-of-Sexual-Harrassment-at-Workplace%E2%80%93The-Posh-Plus-Policy.pdf.
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-WHISTLE-BLOWERPOLICY-19.10.2015.pdf.
To promote fair and transparent business practices, we have implemented an anti-bribery and anti-corruption policy, and ensure strict compliance with the same. Our business ethics and Code of Conduct also covers the anti-bribery and anti-corruption policy which can be accessed at https://www.hzlindia.com/wp-content/uploads/Anti-Bribery-and-Anti-Corruption-Policy-21.01.2022.pdf. To build a clear understanding of the policy, and ensure adherence to the Code of Conduct, we conduct annual training and awareness programmes for our employees and BPs. The policy strictly prohibits any form of improper monetary or facilitation payment to individuals or organisations, including public officials and customers.
1
This refers to all matters involving employees, contractors and business partners, including concerns related to unfair human resources (HR) processes that cover recruitment practices, benefits and compensation, job assignment and performance, breaches of labour standards, issues related to payroll, remuneration, benefits and compensation (including legal breaches).
2
This refers to the abuse of power or position for personal gain, often involving unethical or illegal behaviour such as bribery, fraud, or embezzlement. Bribery specifically involves the offering, giving, receiving, or soliciting of something of value in exchange for influence or action that is dishonest, unfair, or illegal, typically to gain an advantage in business transactions, government affairs, or other contexts.
3
It relates to any violation or deviation from the code of business conduct, and/or any unethical behaviour, including but not limited to the facilitation of bribes and fraud, and misuse of the Company’s resources and benefits.
During FY 2023-24, the Company took strong actions to uphold our commitment to integrity and ethical standards within our organisation. Regrettably, we had to part ways with two employees due to integrity/bribery breaches. Additionally, we made the difficult decision of blacklisting a business partner for similar reasons.
4
This refers to all the matters when an individual or entity is in a position where their personal interests or loyalties could potentially clash with their professional duties or responsibilities. This conflict may occur when there is a risk that their personal interests could influence their decision-making or actions in a way that could harm their ability to perform their duties impartially, resulting in unfair advantages, biased decisions, or compromised integrity.
5
These are matters relating to inclusiveness and discrimination, such as inappropriate employee conduct and harassment.
6
This includes matters related to concealing the origins of illegally obtained money, typically by passing it through a complex sequence of banking transfers or commercial transactions in order to obscure its source and make it appear legitimate along with matters related to illegal practice of trading stocks, bonds, or other securities based on material, non-public information about a Company's affairs, operations, or financial performance.
7
This is related to Health, Safety and Environment (HSE) concerns, referring to workplace conditions that represent dangerous physical situations for employees and others. It includes 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.
8
It refers to any unintended loss of data or information, and 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.
9
This is related to unauthorised access to disclosure or misuse of personally identifiable information or sensitive data belonging to customers.
10
All other breaches come under this umbrella. During FY 2023-24, we took action to address an integrity issue involving a contractual employee. Following a thorough investigation, it was determined that the individual’s actions were not aligned with our organisation’s values and standards of conduct. As a result, we mutually agreed to separate from the contractual employee, reaffirming our commitment to maintaining integrity and accountability across all levels of our workforce.
For more details on our sustainability governance framework, read the Sustainability chapter on page 168 of this Report.