Responsible Governance for sustainable growth

Our governance framework and philosophy are inspired by our ethics, values and culture of professionalism. The Board remains the custodian of trust for sustainable long-term wealth creation. We emulate the best practices that are adhered to in the realm of corporate governance globally and these practices are integrated into our growth strategy. Across our day-to-day operations, we conform to complete transparency and accountability to protect stakeholder interests. The Board ensures deep dive in areas like Compliance, Enterprise Risk Management, Supply Chain, Manufacturing Excellence, Innovation, Digitisation and Succession Planning. We adhere to the highest corporate governance standards to ensure integrity and transparency, as well as regulatory compliance.

Skills and experience

Crompton’s Board brings together a wealth of knowledge, perspective, professionalism, diverse thinking and experience. Our Board members have a deep understanding of governance, technical, financial and non-financial issues.

Crompton’s corporate governance framework reflects its value system and emphasises the importance of transparency, accountability and openness. The organisation adheres to the highest corporate governance standards to ensure integrity and transparency, as well as regulatory compliance. The Company holds thematic Board meetings to thoroughly explore various areas, such as Compliance, Enterprise Risk Management, Supply Chain, Manufacturing Excellence, Innovation, Digitisation and Succession Planning.

Our core principles of Governance

Trusteeship:

We recognise that we hold Crompton’s resources in trust for future generations and are committed to utilising them responsibly and sustainably.

Sustainability:

We prioritise environmental sustainability and seek to reduce our carbon footprint through efficient resource usage and waste reduction.

Compliance with laws and regulations:

We adhere to all applicable laws and regulations to ensure that our business practices are ethical and transparent.

Accountability:

We take responsibility for our actions and decisions and are committed to transparency and open communication with all stakeholders.

Strategic oversight:

We continually evaluate and adjust our long-term strategy to ensure that Crompton remains competitive and well-positioned in the marketplace.

Reinforcing a risk culture:

We maintain a culture of risk awareness and actively identify and mitigate potential risks to our business operations. Trusteeship:

Corporate social responsibility:

We prioritise the well-being of our employees, consumers and the communities in which we operate and regularly engage in philanthropic initiatives.

Stakeholder engagement:

Crompton possesses a highly resilient stakeholder management framework that serves as a catalyst for fostering productive communication and engagement with our diverse range of stakeholders.

Internal control framework

We have put in place an adequate internal control system to safeguard all our assets and ensure operational excellence. Our internal controls framework covers financial, operational, compliance and information technology controls, as well as risk management policies and systems. The framework also diligently records all transaction details and ensures regulatory compliance. We have well-established risk management processes embedded within the business that enables us to identify, evaluate, record and monitor significant risks.

Memberships and collaborations

Various bodies with which Crompton is associated are:

At Crompton, compliance is more than a legal requirement. We have zero tolerance towards corruption and ensure ethical conduct and fair competition through a gamut of policies and set processes and procedures. The Board regularly reviews progress on compliance and the effectiveness of internal processes.

Related party transactions

All transactions of the Company with its related parties are carried out in compliance with the applicable laws and regulations where only Independent Directors participate in the discussions and voting on such transactions.

Strictures and penalties

No strictures or penalties were imposed on the Company/ its Directors/ KMPs by the stock exchanges or by Securities and Exchange Board of India (“SEBI”) or by any other statutory authority on any matter related to the capital markets during the year under review.

Donations and political contributions

As a Company, we are politically neutral, as emphasised in our Code of Conduct. Crompton avoids political donations, campaigns and promotions of a political nature and we request our employees to observe strict neutrality.

MD and CEO Remuneration

The remuneration to MD and CEO includes fixed pay and variable pay. The variable pay of the MD and CEO is paid annually which is determined by the Nomination & Remuneration Committee of the Directors (“N&RC”) after factoring in the individual performance, i.e., KPIs achieved and the Company’s performance. There is no clawback provision in the remuneration paid to the MD and CEO of the Company. In terms of applicable laws, there is no mandatory stock ownership requirement for MD and CEO.

Stock Options granted to MD and CEO are governed by various Employee Stock Option Plans & Performance Share Plans of the Company as approved by Shareholders from time to time. N&RC is responsible for administrating the stock incentives and performance incentives plans of the Company and determines the eligibility of all the employees including the MD and CEO of the Company. For granting and vesting of options, N&RC factors in both individual performance and Company’s performance.

[For details of grant, vesting and exercised options please refer to page number 209 of the Report on Corporate Governance which is part of the Integrated Annual Report]

The bifurcation of fixed pay and variable pay for MD and CEO is as under:

Familiarisation Programme for Directors

Your Company has in place a structured induction and familiarisation programme for its Directors. Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities, obligations, Code of Conduct for Prevention of Insider Trading and Code of Conduct applicable to Directors. They are also updated on all business-related issues and new initiatives.

29 Programmes

139 Hours

Rights of Shareholders

Succession Planning

Succession planning is a critical element of the human resources strategy at the Company. As part of the Company’s talent review process, individual development plans are discussed on an annual basis and key talents are identified for potential higher roles in the future.

[For further details please refer to page number 198 of the Report on Corporate Governance which is part of the Integrated Annual Report]

Board architecture

Enriched by stalwarts with diverse experience and expertise, the Board provides strategic guidance to the management. It has an optimal number of Independent Directors, which ensures accountability and transparency. All Board members are accomplished individuals with backgrounds in manufacturing, sales, marketing, sustainability, governance, finance, technology, cyber security, human resource, mergers & acquisitions, management, operations, enterprise risk management and academia. The Board has several sub-committees that work together to translate the Board’s decisions into measurable outcomes for the business.

  • Metallurgical Engineering
  • Mechanical Engineering
  • Masters of Business Administration
  • Electrical and Electronics
  • Chartered Accountants
  • Commerce
  • Economics
  • Finance
  • Mergers and Acquisition
  • Human resource
  • Telecommunications
  • Banking
  • Technology
  • Consumer goods
  • Healthcare

Composition of Directors

ZERO

Fatalities

100%

Indian nationality

5.09 years

Average tenure of the Board

66.67%

Independent Board of Directors

33.33%

Minimum attendance in Board meetings as mandated by law

Independent Director

Chairman of the Board

Next Leaders

Recognised by IiAS for Corporate Governance

33.33%

Directors with ESG experience

64.59 years

Average age of directors

22.22%

Women representation in board

MD, CEO and Chairperson

Separate roles

91.35%

Average Attendance in Board Meetings

* All the above details mentioned are as at March 31, 2023.

Average Tenure in years (category-wise)

Time spent by the Board

Present Tenure of Directors

Gist of skills, expertise and competence of Directors as on March 31, 2023

* All the above details mentioned are as at March 31, 2023.

Board evaluation

We conduct performance reviews of the Board of Directors as a whole, Committee(s) of the Board and individual directors once in a financial year. The parameters for evaluating the Board’s performance include the Board’s composition, the process of appointment to the Board of Directors, a common understanding of the roles and responsibilities of the Board members and many more. The evaluation also involves a check on the Board’s independence and the Management’s effectiveness. We maintain a record of the attendance of the members at the meetings of the Board and committees and this information is summarised in the Report on Corporate Governance, which is included in this Integrated Annual Report.

Our Committees

The Board has established the following committees to perform the statutory tasks and obligations as required by various applicable laws. By performing comprehensive assessments of procedure and policy implementation, these committees maintain oversight of essential business operations. The committees meet regularly to carry out the functions entrusted to them by the Board. The strategic advice of these committees and their support help strengthen the Board’s decision-making process.

Strategic investment committee

Committee of commercial paper

Risk management committee

Nomination and remuneration committee

Allotment committee

Audit Committee

Committee of debentures

Executive Committee

Corporate social responsibility committee

Environmental, Social and Governance committee

Shareholders’ relationship and share transfer committee

Policies

Crompton’s policies equip its employees and stakeholders with clear principles and standards. These policies serve as a decision-making framework, ensuring consistency and fairness in operations. The clear and well-communicated policies help to develop a positive business culture. In order to ensure ethical and transparent conduct of operations, the Board has formulated and implemented well defined codes, policies, charters and practices across the organisation.

Statutory policies

Company’s Code of Conduct

Codes of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

Policy on Materiality and dealing with Related Party Transactions

Materiality Policy

Code of Conduct to regulate, monitor and report trading by designated persons

Corporate Social Responsibility Policy

Dividend Distribution Policy

Stakeholders Relationship and Share transfer policy

Nomination and Remuneration Policy

Vigil Mechanism and Whistle Blower policy

Prevention of Sexual Harassment Policy

Policy for determining Material Subsidiary

Risk Management Policy

Preservation of Documents and Archival Policy

Non-Statutory Policies

Investment policy

Rules of Procedure

Policy on Foreign Exchange Risk Management Policy

Environmental, Health & Safety Policy

EHS Policy

The Board has a well-defined Corporate EHS (Environment, Health and Safety) policy and has integrated ESG considerations into the day-to-day functions of the Company that govern our business. These include having robust governance systems, risk management and controls; serving our consumers remarkably and transparently; investing in our employees and nurturing a diverse and inclusive work environment; strengthening the communities in which we live and work; expanding sustainable solutions for our consumers and within our operations.

Supplier selection process

Our supplier onboarding process involves a comprehensive screening procedure that evaluates potential suppliers based on their capability, quality, performance and ability to deliver on time. We also assess their compliance with legal, environmental, health and safety guidelines and their willingness to participate in our sustainable supply chain management programme. In addition to this, we consider their total landed cost competitiveness and financial strength, by evaluating their balance sheets of the previous two years. These criteria are essential to our procurement process as it helps us work with suppliers who align with our values and comply with our quality, sustainability and financial stability standards. By conducting a thorough screening process, we ensure that our suppliers meet these criteria and contribute to our overall success.

Whistle blower policy

We have a Whistleblower Policy in place to enable employees to report any violations and ensure that the reporting process is transparent and fair. The policy outlines the procedures for tracking complaints, conducting investigations and imposing disciplinary measures. It also makes sure that complainants are protected from any retaliation and provides guidelines on maintaining confidentiality during the reporting process. The policy also extends to our vendors and encourages them to report any incidents they might witness.

Any reported violation is thoroughly investigated and appropriate actions are taken in accordance with the policy. To promote awareness of the Whistle blower Policy, we have developed an e-learning tool accessible to all employees, including new hires during their induction. Additionally, we have provided a tollfree number for employees to register a complaint via telephone.

Code of Conduct

We prioritise upholding ethical standards, as outlined in our Code of Conduct/ Ethics. We have an online portal called ‘Success Factors’, to ensure that all employees affirm their commitment to these standards. New hires are required to adhere to the Code of Conduct. Additionally, we provide training modules for existing employees to reinforce the importance of ethical behaviour.

Our employees actively support the internal control system by consistently demonstrating integrity and ethical values through their actions, directives and overall behaviour. Our Code of Conduct emphasises the crucial role that employees play in promoting a values-based organisation.

Board of Directors

Standing from left to right

Mr. Mathew Job

Executive Director & CEO
Executive Director till April 24, 2023
CEO till April 30, 2023

Mr. Promeet Ghosh

Non Executive & Non Independent
Director till April 23, 2023
Executive Director w.e.f. April 24, 2023
MD & CEO w.e.f. May 1, 2023

Mr. P.R. Ramesh

Independent Director

Ms. Smita Anand

Independent Director

Mr. D Sundaram

Independent Director

Mr. P M Murty

Independent Director

Ms. Hiroo Mirchandani

Independent Director

Sitting from left to right

Mr. Shantanu Khosla

Managing Director till April 30, 2023
Executive Vice Chairman
w.e.f May 1, 2023

Mr. Hemant Nerurkar

Chairman & Independent Director

Board of Directors

Mr. Hemant Nerurkar

Chairman & Independent Director

Mr. Shantanu Khosla*

Managing Director

*Managing Director till April 30, 2023 Executive Vice Chairman w.e.f. May 1, 2023

Mr. Mathew Job#

Executive Director & CEO

#Executive Director till April 24, 2023 CEO till April 30, 2023

Mr. D Sundaram

Independent Director

Mr. P M Murty

Independent Director

Ms. Smita Anand

Independent Director

The Committees memberships and Chairmanships details as indicated are as on the date of this Report

Mr. P.R. Ramesh

Independent Director

Ms. Hiroo Mirchandani

Independent Director

Mr. Promeet Ghosh*

Managing Director & Chief Executive Officer

*Non-Executive Non-Independent Director till April 23, 2023 Executive Director w.e.f. April 24, 2023 MD & CEO w.e.f. May 1, 2023

Key managerial personals

Mr. Kaleeswaran Arunachalam

Chief Financial Officer

Ms. Rashmi Khandelwal

Company Secretary & Compliance Officer