Code of Conduct
Code of Conduct for Board and Senior Management
AEL’s Board has adopted a Code of Conduct for the Board Members and Senior Management Personnel, mandating integrity and ethics in their business conduct and managing company operations. All Board Members and Senior Management Personnel have affirmed their compliance with the Code, and a declaration to this effect, signed by the Managing Director. This affirmation is a part of annual compliance report reviewed by the Company Secretary.
Additionally, the Independent Directors are also issued individual appointment letters specifying terms of appointment and their duties in accordance with the provisions of the Companies Act and applicable laws. A template of such appointment letter is available at https://www.adanienterprises.com/investors/corporate-governance.
Employee Code of Conduct
AEL has also established an Employee Code of Conduct, outlining the expected ethical conduct, integrity, honesty, fairness and responsibility in their day-to-day operations.
Conflict of Interest
The Code of Conduct strictly forbids the Directors and senior management from engaging in any situation that creates a direct or indirect conflict with the interests of the Company, such as activities that might lead to any undue gains or benefits for themselves or their relatives, partners, associates at the expense of the Company. Any Director found to have benefited unduly is required to reimburse the Company for the equivalent amount of the gain.
There have been NIL cases of conflicts of interests in FY 2024-25 including cross-board membership, cross-shareholding with suppliers and other stakeholders, existence of controlling shareholders and related parties, their relationships, transactions, and outstanding balances.
Code of Internal Procedures and Conduct for Prevention of Insider Trading
The Adani Code of Conduct for Prevention of Insider Trading as approved by the Board inter alia, strictly prohibits Directors and employees from dealing in the securities of the Company while in possession of unpublished price-sensitive information in relation to the Company. The Code is enforced with a Zero Tolerance policy. All such matters are handled and addressed by Prohibition of Insider Trading Committee formed at a Group level.
Anti-Bribery and Anti-Corruption
(GRI 2-23)
The Company has established a formal policy on Anti-Bribery and Anti-Corruption (ABAC) to communicate its zero tolerance stance towards all direct and indirect forms of corruption & bribery and ensure compliance with national and international legal and ethical requirements. In accordance with the policy, AEL undertakes periodic risk assessment across its business operations to identify potential risks of corruption and bribery and devise necessary controls. The risk assessment process is documented and reviewed by [CRC] of the Board on an annual basis.
Prevention of Sexual Harassment
We have implemented a formal policy on Prevention of Sexual Harassment to uphold and promote the dignity of the women and all individuals at the workplace. The policy demonstrates our zero-tolerance stance towards all forms of unwelcome behaviour classified as sexual harassment. All such matters are handled and addressed by Group Monitoring Committee and Internal Complaint Committees (ICC) at the unit level.
Embedding Policy Commitments
- Robust sustainability and ESG governance structure helmed by the Board and its Committees (Corporate Responsibility Committee, Risk Management Committee, Stakeholder Relationship Committee and Audit Committee)
- Support to the Board Committees provided by Management-level ESG Committee and Site/Business level teams to drive sustainability agenda across all levels
- Management Systems certified with International Standards such as ISO 14001, ISO 27001, SA8000, ISO 45001, ISO 26000, fortified through regular internal and third-party independent audits
- Conducting human rights due diligence to evaluate risks across own operations and value chain operations for new business engagements, covering Child labour, Forced / involuntary labour, Sexual harassment, Discrimination at workplace and Wages
- Conducting supplier screening and assessments, supplier engagement and capacity building to improve their ESG performance and conformance with Supplier Code of Conduct
- Mandatory trainings provided to the employees and workers on various ESG policies including, Code of Conduct, Environmental, Occupational Health and Safety, Human Rights, Information Technology and Data Security
- Mandatory induction sessions for new hires focussing on human rights and other critical ESG aspects
- A part of compensation of Business CEOs, CSO and Business Unit Managers is linked to their performance on sustainability and ESG metrics
Access to Remedy
(GRI 2-23)
Whistleblowing
Our Whistle Blower policy, enforces compliance with the Code of Conduct and empowers employees and Directors to report any actual or suspected wrongdoings, unethical conduct, improper activities and financial irregularities. The mechanism offers several secure channels to our people for lodging a protected disclosure, ensuring confidentiality and protection without the fear of retaliation.
| Reporting | Investigating | Monitor and manage |
|---|---|---|
|
Employees can send email to whistleblower@adani.com Or Write a letter to the Chairman’s Office in Ahmedabad |
The whistleblower complaints, received as per the reporting matrix, are duly investigated by a team comprising Internal Auditors and relevant officials in the organisation, under the supervision of the Board’s Audit Committee | The status report of all complaints, along with the corresponding actions taken, is presented to the Audit Committee on a quarterly basis for its review. |
Whistleblower Complaints Reported in FY 2024-25
| Nature/Types of Breaches | Number of Complaints in FY 2024-25 |
Confirmed Violations in FY 2024-25 |
|---|---|---|
| Corruption & Bribery | 1 | |
| Discrimination & Harassment | 1 | |
| Customer Privacy Data | NIL | |
| Conflict of Interest | NIL | |
| Money Laundering or Insider Trading |
Resolving Stakeholder Grievances
Our Employee Grievance Management Policy is applicable to all our permanent employees and workers to provide them access to a timebound and effective grievance resolution mechanism. Employees can raise their concerns through online grievance redressal channel – SPEAK UP with utmost confidentiality. In FY 2024-25, total 7 employee grievances were received, including 4 related to POSH and 3 concerning workplace discrimination. All the 7 grievances have been successfully addressed and closed.
Step 1:
Grievance Submission
Employee raises the grievance through online ‘SPEAK UP’ channel
Step 2:
Investigation and Resolution by GRC
Grievance Redressal Committee (GRC) acknowledges, investigates and resolves the grievances within 14 days
Step 3:
Appeal Process
If not satisfied with GRC’s decision, the aggrieved employee can appeal to the Appellate Authority within 30 days
We have formal grievance redressal mechanisms in place for our other key stakeholders, including supplier partners, communities and consumers, to listen to their concerns and address them effectively.
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Systems and Procedures to Integrate Code
- Employees are encouraged to report all suspected breaches, directly to the Chairman of the Board or the Chairman of the Audit Committee, with the assurance to conduct thorough investigation
- Mandatory training sessions for all employees, including new joinees on the guidelines and principles outlined in the Code of Conduct
- Mandatory annual e-training for all employees on Anti-Bribery and Anti-Corruption (ABAC) Policy
- Annual performance review process integrates employees’ adherence to the Code of Conduct. Employee remuneration is directly linked to compliance, with violations impacting their compensation
- Internal and External Assurance – On HR compliance front, internal audits are conducted across businesses by Group IR and GCC IR teams and below are the audits conducted in FY 2024-25. The Group has not enrolled any external party to conduct HR compliance audit but may do so from time to time basis business needs.
| Sr. No. | BU | Location |
|---|---|---|
| 1 | Adani Enterprises Limited | Corporate Office, Ahmedabad |
| 2 | Natural Resources, Mining | Gare Palma |
| 3 | Solar | Mundra |
| 4 | WTG | Mundra |
| 5 | Digital Services | Gurugram |
Employee Training on Anti-Corruption Policy
(GRI 205-2)
| No. of employees trained | Percentage of workforce trained | |
|---|---|---|
| Senior Management | 3 | 30% |
| Full time Employees (other than governance bodies and senior management) | 7,410 | 78% |
Political Contribution
During the fiscal year 2024-25, AEL made no charitable donations, sponsorships, or financial contributions to political parties or individuals or organisations linked to political parties.
