Anchored in courage, trust and commitment, our governance philosophy emphasises on ethics and integrity in all our business operations.
Key Linkages
Material Topics
Strategic Priorities
Key Risks & Opportunities
Capitals
SDGs
Key Highlights for the Year
Zeroinstances of violation of Code of Conduct, including bribery and corruption, anti-competitive practices and conflicts of interest
Zeroinstances of cyber incidents or security breaches reported
~100%Employees and Directors trained on Code of Conduct
Corporate Governance Structure
Board of Directors
Board’s Statutory Committees
- Audit Committee
- Nomination and Remuneration Committee
- CSR Committee
- Stakeholders Relationship Committee
- Risk Management Committee
Board’s Non-Statutory Committees
- Corporate Responsibility Committee
- Information Technology and Data Security (IT&DS) Committee
- Merger and Acquisition Committee
(Sub-Committee of Risk Management Committee) - Legal, Regulatory and Tax Committee
(Sub-Committee of Risk Management Committee) - Reputational Risk Committee
(Sub-Committee of Risk Management Committee)
Board’s Snapshot and Composition
10Directors on the Board
50%Board’s Independence
10%Women Directors
4.82 YearsBoard’s average tenure
58.04 YearsBoard’s average age
90%Board attendance in 8 Board meetings held during the year
100%Board of Directors trained on ESG topics during the year
Board’s Age Profile
Board’s Experience
Read more about in our Corporate Governance ReportRole of the Board and its Committees
The Board of Directors holds the highest authority, providing strategic oversight and direction to ensure ethical, transparent and compliant business operations. The Board-approved statutory committees, and their sub-committees manage various business functions, supports governance and keeps the Board informed. Distinct roles for the Chairman, the MD, and the CEO provide stable leadership and balanced governance.
Board’s Oversight on ESG Matters
At Adani Green, our robust climate and ESG governance structure ensures oversight and strategic guidance from the Board of Directors. The Corporate Responsibility Committee (CRC) of the Board, the ESG Apex Committee and ESG Core Working Group assist the Board in implementing climate and ESG policies, practices and initiatives across our operations.
Doing Business with Ethics and Integrity
Code of Conduct
We have implemented Code of Conduct for all Directors, Employees and Business Partners, setting the ethical standards, that must be upheld by all our directors, employees, suppliers, vendors and business partners, in conducting our business operations. During the reporting period, all Board members, senior management personnel and all the employees have affirmed compliance with the Code.
Anti-Bribery & Anti-Corruption
We, at Adani Green, have a zero-tolerance policy against corruption and bribery, as stated in the Code of Conduct (CoC). All operations in our organisation are assessed for bribery and corruption risk.
Non-Discrimination
Our Policy on Non-Discrimination and Gender Equality reflects our commitment to promoting equal employment opportunities and a discrimination-free workplace.
Anti-Trust/Anti-Competitive Practices
We maintain a strong stance against anti-competitive behaviour and comply with relevant competition laws, reinforcing our commitment to a fair and competitive business environment.
Zero tolerance towards Corruption and Bribery
The Company has a formal policy on Anti-Corruption, Anti-Bribery & Conflict of Interest (ACABCI) to communicate its zero-tolerance stance towards all direct and indirect forms of corruption & bribery and to ensure avoidance of any conflict of interest.
- The policy aims not only to ensure compliance with national and international legal requirements but also to adopt global best practices in governance
- In accordance with the policy, Adani Green undertakes periodic risk assessments across its business operations to identify potential risks of pertaining to corruption and bribery and accordingly to devise necessary control
- All employees are required to undergo annual anti-corruption training and submit an anti-corruption compliance statement
Additionally, Adani Green has an Anti-Corruption Compliance Third Party Due Diligence Policy for onboarding critical vendors, reflecting its commitment to the highest standards of integrity in operations.
Adani Green further has a comprehensive Whistleblower Policy to empower employees to report irregularities and severe misconduct, with accessible guidelines via the employee portal. To promote the reporting of unethical behaviour, Adani Green has implemented a whistleblower protection programme ensuring anonymity and protection from retaliation. Whistleblower complaints are investigated by the internal audit team, reviewed by the Adani Green’s Ethics Committee and Management, for further actions. The Audit Committee of the Board oversees investigations of whistleblower complaints.
In FY 2024-25, a whistleblower complaint was received alleging undue favours to a supplier at a site office. Post this, the Internal Audit team investigated the matter and found that the case was not substantiated. The details were apprised to the Audit Committee and were duly noted.
Embedding Policy Commitments and Ensuring Compliance
Training and Awareness
- Mandatory training for new hires on the Code of Conduct with annual refresher training
- Training provided to employees and the Board of Directors on anti-bribery and anti-corruption policies and procedures
Compliance Management
- Annual audits by Internal Management Audit and Assurance Services (MAAS) team to verify operations’ conformance with Code of Conduct
- Review by the Audit Committee and development of corrective and preventive action plans to enhance operational performance
- Regular third-party audits to verify our internal compliance system. In FY 2024-25, an external agency conducted an independent review of the ESG department and provided the results and CAPA.
Risk Management
Our Enterprise Risk Management (ERM) Framework, developed in alignment with ISO 31000 and COSO 2017, and guided by our Risk Management Policy, systematically identifies and mitigates risks and uncovers potential opportunities. The ERM is overseen by our risk governance structure, ensuring organisational resilience and sustainable growth.
Grievance and Whistleblowing Mechanisms
Our Whistleblower Policy enables our employees to report any misconduct or unethical behaviour in the system, without the fear of retaliation. We have also established formal grievance redressal channels for all our stakeholders to raise their concerns to us.
