Our Corporate Governance Structure
The APSEZ Board of Directors is the custodian of our corporate governance framework and standards. It is responsible for guiding the company’s identity and strategic direction, and for ensuring the integrity and accountability of our governance practices. Our governance framework is rigorously crafted to foster a systematic approach for setting ambitions, overseeing performance, and managing risks efficiently. The Board upholds the company’s policies, core values, mission, vision, overall strategies, objectives and performance targets. It is supported by various specialised committees in the execution of its responsibilities. Each of the committees is focussed on a particular aspect of governance to ensure comprehensive oversight and effective management.
Audit Committee
Ensures the integrity of financial statements and compliance with legal and regulatory requirements and internal controls.
Nomination andRemuneration Committee
Oversees Board and executive appointments and their compensation, fostering leadership and fairness.
Stakeholders'Relationship Committee
Manages and nurtures the relationships with various stakeholders, ensuring their concerns are addressed.
Corporate ResponsibilityCommittee
Steers sustainable practices and ESG targets and goals.
Corporate Social Responsibility Committee
Drives ethical business practices and community engagement initiatives, reflecting our commitment to social responsibility
Information Technology &Data Security Committee
Protects digital assets, ensuring the security and integrity of data and IT systems.
Risk ManagementCommittee
Identifies, evaluates and mitigates risks, ensuring robust risk management practices.
Mergers & AcquisitionsCommittee
Guides strategic mergers, acquisitions and partnerships, fostering growth and expansion.
Legal, Regulatory & Tax Committee
Manages legal, regulatory and tax affairs, ensuring compliance and mitigating legal risks.
Reputation Risk Committee
Protects and enhances the company's reputation, addressing risks that could impact stakeholders' perception.
This structured governance framework enables APSEZ to uphold high standards of corporate governance, and ensure transparency, accountability and sustainable growth for the benefit of all stakeholders.
Board Composition and Structure – An Overview
The APSEZ Board is a dynamic and balanced mix of Executive, Non-Executive and Independent Directors. Each member is selected to bring to the table rich diversity, skills, knowledge, and experience. The composition of our Board is aligned with regulatory standards, in compliance with the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements and the Companies Act, 2013. Such compliance enables the company to uphold the principles of effective corporate governance.
3
No. of Executivedirectors
5
No. of Independentdirectors
2
No. of Non-executive Non-Independent directors
10
Total Board size(as of March 31, 2025)
10
Board diversity(% of women in BOD)
50
Target share of Independent directors (%)
4
No. of Board meetings
28
No. of Committee meetings
1
No. of Independent director’s meetings
89.2
Average Board meetingattendance
75.9:1
CEO to employee pay ratio
25%
of minimum attendance for all members
13.63 lakhs
Median annual compensation of all employees
7 (as per SEBI)
No. of other mandates for Non-executive, Independent directors restricted
4
No. of Non-executive, Independent directors with 4 or less other mandates
7.9
Average tenure of Board members in years
