Approach to Corporate Governance
Integrating Policy Commitments
APSEZ is dedicated to integrating its policy commitments for responsible business conduct into each of its activities and business relationships. This commitment is reflected in the following practices:
Allocation of Responsibility
- Responsibility for implementing policy commitments is allocated across various levels within the organisation. The Board of Directors oversees the overall governance framework, while senior executives are responsible for integrating these commitments into their respective areas of operation
Integration into Strategies, Policies and Procedures
- APSEZ integrates its policy commitments into organisational strategies by aligning them with the company’s long-term goals and sustainability objectives. These commitments are embedded in the company’s strategic planning processes
- Operational policies and procedures are regularly reviewed and updated to reflect these commitments. The process includes incorporation of responsible business practices into procurement policies, environmental management systems, and health and safety protocols
Implementation through Business Relationships
- APSEZ extends its policy commitments to its business partners, suppliers and contractors. The company requires all its partners to adhere stringently to its Code of Conduct and sustainability standards
Training and Capacity Building
- APSEZ provides training and awareness on bribery and corruption
prevention, code of conduct, environment stewardship and Human Rights, etc. through
three main channels:
- Percipio Platform - Offers comprehensive e-learning resources, including modules on ethical conduct and anti-bribery policies, ensuring employees have convenient access to essential training
- Email Flyers - Used to disseminate important updates and reminders about the company's anti-bribery initiatives, keeping employees regularly informed
- Awareness Banners - Placed at various office locations, serving as constant visual reminders of the company's commitment to ethical behaviour and compliance
Business Ethics Framework
The focus of business ethics at APSEZ is on ensuring fair competition, maintaining transparency in financial reporting, adhering to anti-bribery and anti-corruption policies, preventing money laundering, respecting intellectual property rights, and complying with the relevant national & international laws.
In FY 2024-25, we reported zero incidents of corruption or bribery, reflecting our strong audit and compliance commitment, which we continue to reinforce through training and awareness sessions, keeping ethical standards at the forefront of our organisation.
Code of Business Conduct & Ethics
This outlines the principles and standards that guide our business conduct. It is communicated to all employees and stakeholders, and compliance with the code is mandatory. Our Board has established a comprehensive Code of Business Conduct and Ethics, applicable to all employees, Board Members and Senior Management personnel. All Board members and Senior Management personnel are committed to this Code, affirming their compliance. Additionally, a specific Code of Conduct for Board of Directors & Senior Management ensures their responsibilities align with statutory guidelines. Our Code of Conduct addresses ethical dilemmas, including corruption, bribery and gender-related issues. This commitment is imbued into our culture and integrated into our remuneration and appraisal systems.
Click here for Code of Conduct Guidelines
Click here for Code of Conduct
Anti-Bribery & Anti-Corruption Policy (ABAC)
This prohibits all forms of bribery and corruption, whether involving government officials or private sector entities. The policy is applicable to all employees, managers, and business leaders across the organisation, ensuring uniform adherence to high standards of corporate conduct.
Click here for ABAC Policy
Whistleblower Policy
We encourage employees and stakeholders to report unethical behaviour through our whistleblower programme. Reports can be made anonymously, and we ensure that whistleblowers are protected from retaliation.
Click here for Whistleblower Policy
Zero-Tolerance Policy
APSEZ pursues a zero-tolerance policy towards bribery, corruption, unethical practices, and breaches of professional integrity and Code of Conduct. Regular risk assessments are conducted to identify and mitigate potential vulnerabilities. Our operating guidelines cover essential aspects, such as record-keeping, approval procedures, and appropriate behaviour, to ensure transparency and accountability.
Political Expenses
APSEZ is committed to maintaining transparency and integrity in all interactions with elected representatives and government officials. Under no circumstances should APSEZ's funds or assets be used for political campaigns, political practices, or charitable contributions and sponsorships without the prior written approval of the Company's Board. APSEZ is committed to disclosing its political donations. Notably, in FY 2024-25, the company abstained from any political donation.
Mandatory Training
Code of Business Ethics courses are a part of APSEZ’s mandatory training programme. Code-related topics like bribery and corruption prevention, code of conduct, POSH and ethical business conduct are part of mandatory annual training. New employees receive training on the company’s Code of Conduct during their induction. Email flyers are used to disseminate important updates and reminders to keep all employees updated on any changes to policies and procedures. Every year, our employees participate in the annual signoff of POSH, Code of Conduct & Bribery and Corruption policy.
Compliance Systems
Our compliance systems are designed to monitor adherence to our ethical standards. Our governance system includes 'Legatrix,' an IT-powered compliance management tool that monitors compliance with laws and internal guidelines, featuring real-time dashboards for comprehensive oversight.
Incident Management
APSEZ takes all reported concerns seriously. Each report is reviewed, investigated and addressed, as appropriate. When warranted, APSEZ takes appropriate disciplinary or corrective actions, including termination of employment, and termination of a work assignment or other business association with APSEZ for non-employees and other third parties. APSEZ prohibits any form of retaliation for raising a concern in good faith or assisting with an investigation regarding a potential violation of our Code of Business Conduct & Ethics, our policies, laws or regulations.
Raising Grievances And Speaking Up
APSEZ has in place a robust Grievance Management System (GMS) that embodies transparency and efficiency. This system offers a streamlined channel for stakeholders to voice and resolve their concerns. It is designed to address each grievance with accountability, aiming for resolution within 14 days, thereby reinforcing trust with stakeholders. All stakeholders can raise concerns and grievances through the APSEZ Grievance portal. Anyone can report business ethics violation, fraud or misconduct concerns through the online portal.
We also take regular steps to foster an environment that values open communication. Our ‘Speak-Up’ system provides employees with a confidential avenue to share their concerns and raise issues. This proactive approach is supported by our Grievance Redressal Committee (GRC), which ensures the employees’ concerns are addressed promptly and effectively.
We further encourage the use of traditional grievance mechanisms, such as registers, suggestion boxes, emails (grievance.apsez@adani.com), letters, and direct communication with supervisors. These channels are integral to our inclusive approach, emphasising our commitment to hearing every voice and considering every concern.
Click here for APSEZ Grievance portal
Incident/Grievance Reporting Process
1. Contact Support
Stakeholders can raise questions, issues or concerns through various channels, including the Grievance Mechanism portal, emails, letters, grievance registers, or direct communication. Reports are shared on a need-to-know basis, with strict adherence to applicable laws and regulations. Concerns can be raised anonymously where permitted by law.
2. Review
Reports are reviewed and directed to the appropriate group(/s) based on the nature of the issue. Concerns may be escalated to Human Resources, Legal, Risk, Compliance, the Executive Leadership Team, or APSEZ’s Board of Directors, as necessary.
3. Investigation
An investigator may contact the stakeholder to gather more information about the report. A thorough investigation will be conducted by the assigned investigator.
4. Case Closed
When possible, stakeholders will receive an update that the report was investigated, and action was taken. However, due to privacy concerns, the outcome of the reported concern may not be disclosed.
Reporting Breaches: Code Of Conduct And Ethics Benchmarks
To maintain transparency and uphold accountability, we provide a report on the breaches of conduct within the fiscal year:
| Reporting Areas | Number of Breaches in FY 2024–25 |
|---|---|
| Corruption or Bribery | 0 |
| Discrimination or Harassment | 0 |
| Data Privacy Breaches/Cybersecurity Breaches | 0 |
| Conflict of Interest | 0 |
| Insider Trading | 0 |
| Money Laundering | 0 |
| Anti-Competitive Behaviour | 0 |
Our clean record in these areas reflects the unwavering dedication of APSEZ to maintain an environment of integrity and trust, underscoring our commitment to corporate ethics and responsible governance.
Board Accountability
The company prioritises Board accountability and takes all steps to ensure the same. The average Board meeting attendance consistently exceeds 75%, ensuring the active participation of all Board members in governance. Shareholder approval is required for changes or amendments to the Memorandum of Association and Article of Associations (MoA and AoA), safeguarding shareholder interests in major governance decisions.
APSEZ maintains Directors & Officers (D&O) insurance to protect directors against personal financial liability for claims arising from decisions made in their professional capacity, provided such actions are lawful and in good faith.
Board Performance Evaluation & Familiarisation
For FY 2024-25, Talentonic HR Solutions, a reputed third-party organisation, conducted a comprehensive annual external review, which examined the nuanced dynamics of the Board, and scrutinised various aspects such as Board composition, strategic participation, quality of discourse, leadership efficacy, and overall organisational vitality. The methodology included discussions with all Board members, supplemented by a robust effectiveness assessment questionnaire and focussed dialogues on key topics. The findings were discussed by the Board, which led to the deployment of unanimous initiatives aimed at strengthening the Board’s performance.
Board Familiarisation Programme
An extensive induction and ongoing education programme is in place for incoming Board members at APSEZ. The programme seeks to integrate new members into the organisation, providing them with a comprehensive view of the Adani Group's ethos, APSEZ's historical evolution, critical achievements, structural intricacies, business modalities, and operational arenas.
Another key aspect of the programme is specialised risk management instruction, which empowers the Board members with an in-depth understanding of the company's strategic objectives and risk mitigation frameworks. Details of the programme can be accessed at Directors-Familiarisation-Programme on our website.
Click here for Details
The annual assessment and familiarisation programme together ensure that the Board's functions are both reflective as well as forward-looking, helping sustain APSEZ's efforts towards excellence in governance and business leadership.
Board Election Process
The Nomination and Remuneration Committee nominates the Board members. The entire Board votes on the nominee at the meeting convened for the purpose. Based on the recommendations of the Nomination and Remuneration Committee, the Board takes its decision and Board members are appointed accordingly.
Board members can be re-elected after completing their initial three-year term.
Board Independence
The role and definition of Independent Directors at APSEZ are in strict compliance with the mandates of Section 149(6) of the Companies Act, 2013 and are also aligned with the guidelines provided by the SEBI Listing Regulations. These criteria are central to our corporate governance framework, ensuring that Independent Directors uphold the highest levels of integrity, and bring relevant expertise to their role without the burden of conflicting interests.
All Independent Directors are required to meet the following key conditions:
Integrity And Expertise
Each Independent Director must demonstrate unimpeachable integrity and possess the relevant expertise and experience, as evaluated by the Board of Directors.
Independence From Management
Independent Directors must maintain their independence from the company's management team & its promoters, and should not be associated with the holding, subsidiary, or associate companies.
Financial Independence
Independent Directors must avoid engaging in any pecuniary relationship with the company, its promoters, directors, or their relatives, which may exceed certain established thresholds.
Employment Restriction
It is mandatory for the Independent Directors not to have held any key managerial roles, or been employed by the company or any of its affiliates, in the previous three years.
Professional Non-Affiliation
Independent Directors should not have any relations with legal or consulting firms that have significant dealings with the company or its affiliates.
Auditor And Secretary Independence
Independent Directors should not have any connection with firms of auditors or company secretaries in practice or cost auditors that serve the company or its affiliates.
Prohibition Of Personal Benefits
Neither the Independent Directors nor their family members may accept, or have in the past accepted, any payments from the company or its affiliates that exceed certain prescribed limits.
These stringent requirements serve as the cornerstone for ensuring the autonomy, objectivity, and ethical standing of our Independent Directors, thus strengthening effective corporate governance at APSEZ and protecting the interests of all our stakeholders.
