Governance at Hindustan Zinc reflects our value system, shaped by our culture, policies, and relationships with the stakeholders. We are committed to sustainable development delivered with transparency, responsibility, and integrity. Our approach goes well beyond statutory obligations and is guided by clearly-defined policies, the Code of Conduct, charters and disclosure frameworks.
We uphold best-in-class governance standards across all levels of the organisation, ensuring integrity, transparency, and accountability in every process and function. Environmental, Social, and Governance (ESG) principles are deeply integrated into our strategic and operational frameworks, reinforcing our commitment to responsible and sustainable business practices.
Capitals impacted
Stakeholders affected
UN SDGs
Corporate Governance Framework
Governance Philosophy
Good governance practices are the established norm at Hindustan Zinc. The Company anchors its governance philosophy in integrity, accountability, and transparency, driven by responsible leadership and an ethical culture that begins with the Board and cascades across the organisation.
Putting Our Governance Philosophy into Practice
- Clear roles, well delineated responsibilities, and rigorous oversight across the Company
- Strong emphasis on the safety, wellbeing, and development of people, strengthening culture and capability for execution excellence and risk mitigation
- Integration of ESG considerations into strategic decision-making, strengthening the Board's oversight of ESG risks and opportunities
- Aligning disclosures and performance metrics with long-term ESG goals
Governance Priorities During the Year
For FY2026, our corporate governance priorities focused on strengthening accountability, transparency, and sustainability:
- Strengthening Board and Committee effectiveness by refining evaluation processes, improving the quality and timeliness of information shared with Board members, and deepening oversight capabilities
- Strengthening ESG governance through enhanced oversight mechanisms, clear accountability structures, and improved monitoring of sustainability performance and disclosures
- Driving initiatives to reinforce ethical behaviour and integrity across all levels through continuous awareness, leadership communication, and training programmes
- Implementing proactive risk assessment frameworks and digital compliance monitoring tools to mitigate regulatory risks
- Enhancing transparency and communication with investors, employees, and communities to strengthen their trust and confidence in us
- Leveraging AI-enabled compliance solutions and strengthening cybersecurity measures to protect data integrity and improve operational resilience
- Establishing clear ethical guidelines and accountability measures to reinforce corporate integrity
The Board
The Company values a diverse and well-balanced Board to drive long-term success. Our Directors bring a strategic mix of skills, expertise and experience in areas such as finance, leadership, technology, strategy, ESG, risk management, and cybersecurity, alongside diversity in gender, age and geographical background.
The profile of the Board members, encompassing details of nationality, age, date of appointment, (re)appointment, tenure on the Board, memberships in Indian companies, Committee details as per Regulation 26 of the Listing Regulations and the details of core expertise/competency of each Director is provided under Corporate Governance section of this Integrated Annual Report
Role of the Board of Directors
As a trustee, the Board's primary fiduciary responsibility is to ensure that the Company's strategic goals are aligned with its long-term growth and shareholder value. With three Independent Directors and three government Nominee Directors on the Board, the Company ensures impartial oversight, strict accountability, and high integrity in decision-making.
The Board's responsibilities also include:
- Safeguarding the interests of shareholders and other stakeholders while promoting sustainable and responsible business practices
- Monitoring the effectiveness of the Company's governance practices and making changes as necessary
- Providing strategic guidance to the Company and ensuring effective monitoring of the management
- Reviewing and guiding corporate strategy, risk policy, annual budgets and business plans, setting performance objectives, monitoring implementation and corporate performance
- Ensuring the integrity of financial reporting, adequacy of internal control systems and effectiveness of the risk management framework
- Fostering a culture of ethical conduct, transparency and accountability across the organisation
Board Committees
In order to ensure focused oversight and effective governance, the Board has constituted various Committees to address specific areas that require detailed review and specialised attention. These Committees support the Board in the efficient discharge of its responsibilities. The details of the Committees are set out below.
Committee contribution to stakeholder interests and value creation
Delegation of Responsibilities
The Board utilises a structured delegation framework to maintain focused and effective oversight of Corporate Governance and ESG matters. Supported by specialised Board Committees with clearly defined roles and responsibilities, this structure ensures:
Deeper Scrutiny and Independent Judgement:
Rigorous evaluation and monitoring across risk, ethics, sustainability, and stakeholder interests.
Informed Decision-Making
Objective reviews that empower the Board to act with precision.
Embedded Priorities
Ensuring core governance and ESG priorities are actively integrated across the organisation.
Executive Committee
The Executive Committee (EXCO) comprises the Company's senior leadership team, including functional heads and Heads of Business Units, enabling integrated decision-making across corporate functions and operations. Through regular deliberations, EXCO reviews business performance, drives operational excellence, and ensures effective implementation of strategic priorities.
Chief Executive
Officer (CEO)
Chief Operational
Officer (COO)
Chief Financial
Officer (CFO)
Company Secretary &
Compliance Officer (CS)
Chief Human Resources
Officer (CHRO)
Independent Business
Unit (IBU) CEOs
- Overseeing key management and control functions to ensure effective execution of the Company's strategic priorities and operational plans
- Facilitating coordination across functions and operations to enable timely and efficient execution of key business decisions and transactions
- Driving continuous improvements in mining and smelting processes to enhance operational efficiency, productivity, and sustainability performance
- Overseeing the implementation of key organisational policies and procedures, including the Code of Conduct, to strengthen ethical practices and governance standards
- The IBU CEOs support the effective execution of the Company's business strategies, plans, and programmes, driving Hindustan Zinc towards its business objectives and sustainability commitments
Policies and Framework Driving Governance Excellence
At Hindustan Zinc, good governance practices are built on the foundation of policies that weave responsible business conduct and legal compliance across the organisation. These policies apply to employees, contractors, and external partners, reinforcing our values at every level of operation.
Code of Conduct
The Code of Conduct sets a uniform standard of ethics and integrity that extends beyond legal and regulatory compliance. It applies to all functions, business units, subsidiaries, and external partnerships, including business partners, contractors, and other associated entities. The Code is actively reinforced through:
- Regular training and sensitisation programmes across all levels of the organisation
- Mandatory training for new employees and periodic refreshers for existing staff
- Annual reaffirmation of the Code by the Board members, executive management and employees
For FY2026, all Board members and executive management team have affirmed compliance with the code. A declaration to this effect, signed by the CEO & Whole-time Director, forms part of the report.
Ethics Committee
An Ethics Committee has been established at Hindustan Zinc, comprising key stakeholders and the Management Assurance Head (MAS Head), to oversee the implementation of and adherence to the Code. A separate Ethics Committee operates at the Group level to uphold similar standards.
- Foster a culture of ethics, transparency and accountability throughout the organisation
- Address enquiries and handle complaints received directly or through the whistle blower mechanism
- Conduct a thorough, independent investigation of the complaints related to the violations of the Code
Prevention of Sexual Harassment at the Workplace
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace. The policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
The Company provides a safe and conducive work environment to all its employees and associates. 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 Committee members.
The PRISM Initiative
In FY2026, the Company launched the PRISM (Prevention, Response, Inclusion, Safety & Mindset) initiative to strengthen awareness on POSH (Prevention of Sexual Harassment at the Workplace) for employees, business partners, and beyond:
Over 1,500 Employees participated in POSH-related training across our locations in FY2026
Governance and Oversight for POSH
Board-Level Oversight
POSH matters are periodically reviewed during Board meetings, with updates on the number of cases reported during the period, reporting and closure timelines, closure status to ensure transparency, timeliness, and accountability.
Management-Level Oversight
The day-to-day implementation of POSH policies is overseen through the Internal Committee and supporting functions, ensuring that all employees undergo mandatory POSH training and sensitisation, and that all enquiries are conducted in full compliance with statutory timelines and procedural requirements.
Compliance and Reporting
We have registered on the SHe-Box portal (Online Complaint Management System) under the Ministry of Women & Child Development, Government of India.
During the year, six POSH-related cases were received, which were promptly investigated and resolved with appropriate disciplinary actions taken against the perpetrators, in accordance with the Prevention of Sexual Harassment (POSH) policy.
Vigil Mechanism and Whistle-Blower Policy
Committed to the highest standards of ethical, moral, and legal business conduct, the Company has established a robust vigil mechanism under its Whistle-Blower Policy. The policy encourages and empowers employees and all stakeholders to report any instances of unethical behaviour and unfair business practices.
Anti-Bribery and Anti-Corruption
Hindustan Zinc's Anti-Bribery and Anti-Corruption (ABAC) Policy is an integral component of the Company's Business Ethics framework and Code of Conduct. It is aligned with leading global legislations, including the UK Bribery Act and the U.S. Foreign Corrupt Practices Act and clearly articulates the Company's zero tolerance stance towards bribery, corruption, facilitation payments, and any unethical conduct. The policy strictly prohibits employees and business partners from offering, soliciting, or accepting bribes, improper payments, or facilitating payments from any public official or customer. The policy also places clear restrictions on gifts, hospitality, and entertainment that could potentially influence or appear to influence business decisions.
