Our Board of Directors bring together a wealth of diverse expertise to guide the Company's strategy and growth. As the key decision-making body, the Board ensures strategic alignment and drives long-term value creation. They approve major operational, financial, and strategic initiatives, as well as budget allocations, maintaining stringent oversight to ensure that operations align with corporate objectives and stakeholder expectations. With a focus on fostering innovation, resilience, and excellence, the Board ensures that transparency, accountability, and effective governance remain at the core of the Company's operations.
Adani Power’s Board is dedicated to upholding ethical standards and building stakeholder trust. It comprises a diverse mix of Executive, Non-Executive, and Independent Directors, ensuring comprehensive representation of shareholder interests. The Board plays a key role in guiding the CEO in executing the Company’s responsibilities while safeguarding against conflicts of interest. All the Independent Directors strictly adhere to regulatory frameworks such as the Companies Act, 2013, and SEBI Listing Regulations, reinforcing transparency, accountability, and regulatory compliance. In addition, we operate as a one-tier Board structure, with clear and defined roles to ensure effective governance and leadership at every level, fostering both operational integrity and stakeholder confidence.
As on May 1, 2025, the Board consists of Six (6) Directors as follows:
| Sl. no. | Name of Director | Board size |
|---|---|---|
| Non-Executive Promoter Directors | Mr Gautam S. Adani | 33.33% |
| Mr Rajesh S. Adani | ||
| Executive Director | Mr Anil Sardana | 16.67% |
| Non-Executive Independent Directors | Mrs Chandra Iyengar | 50% |
| Mr Sushil Kumar Roongta | ||
| Mrs Sangeeta Singh |
We believe that a diverse Board is key to enhancing its effectiveness. Guided by our Board Diversity Policy, we prioritise a balanced mix of skills, experience, education, age, nationality, gender, and ethnicity. Formulated by the Nomination and Remuneration Committee (NRC) in line with SEBI Regulations, 2015, the policy is periodically reviewed to ensure it promotes inclusivity, reduces discrimination, and fosters diverse thinking to achieve our objectives.
Our Nomination and Remuneration Policy sets the criteria for appointing Directors, Key Managerial Personnel (KMP), and employees. Appointments and reappointments are based on NRC recommendations and shareholder approval at General Meetings or via Postal Ballot.
The Nomination and Remuneration Committee (NRC), established per SEBI Listing Regulations, comprises three independent, non-executive directors. It oversees the appointment and compensation of Board members and senior management, ensuring alignment with industry standards and responsibilities. Executive Directors' compensation is performance-based, combining fixed and variable components, while Non-Executive Directors are not entitled to sitting fees for Board meetings.
The Board of Directors approved remuneration for Non-Executive and Independent Directors, capped at 1% of the Company’s net profits per applicable laws. Independent Directors receive a ₹75,000 sitting fee for Board and Audit Committee meetings and ₹35,000 for other committees, along with expense reimbursements.
Executive Directors' remuneration is determined by the Nomination and Remuneration Committee (NRC) based on industry benchmarks, company performance, responsibilities, and macroeconomic factors. The NRC Chairman attends the Annual General Meeting (AGM) to address shareholder queries.
The CEO's compensation is based on a combination of financial and non-financial KPIs, including operational performance. As the highest-paid employee, the CEO's annual compensation ratio is 66.14 times than that of average employee salary.
As of March 31, 2025, the Board has the following Committees:
Non-Executive - Non-Independent Promoter Director - Chairman
Non-Executive - Non-Independent Promoter Director
Executive - Managing Director
Non-Executive - Independent Director
Non-Executive - Independent Director
Non-Executive - Independent Director
C - Chairman/Chairperson
Risk Management
Financial
Technology & Innovation
Information Security
CSR
