We engage with internal audits and third-party assurance (by Bureau Veritas India Pvt. Ltd.) to validate the accuracy of disclosures and ethical practices. The Board and its Committees oversee compliance, risk management, and ethical conduct across the organization. JSW Steel’s ethical framework is built on the following pillars:
These principles are embedded in our Code of Conduct , which applies to directors, employees, suppliers, and partners. For more details on our policies, refer to JSW – Sustainability – Policies
JSW Steel maintains a strong governance framework designed to promote accountability, transparency, and long-term value creation for shareholders and other stakeholders.
We adhere to the minimum attendance criteria as per the Companies Act, 2013. In accordance with Section 167-1 (b) of Companies Act, 2013, the Directors are required to attend a minimum of one meeting conducted during the year - following which, a Director shall incur disqualification if he/she does not meet the minimum attendance criteria and absents himself/herself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence from the Board.
During FY 25-26, 8 board meetings were held, hence the minimum attendance requirement was 1 out of 8, which works out to 12.5%. This is in alignment with requirements of SEBI LoDR.
In accordance with the provisions of Section 14 of the Companies Act, 2013, any alteration to the Articles of Association (commonly referred to as the bylaws) of JSW Steel Limited shall be effected only by passing a special resolution at a general meeting of the shareholders.
The proposed amendments must first be approved by the Board of Directors and subsequently placed before the shareholders for their consideration and approval.
We have a robust succession planning framework in place, overseen by the Nomination & Remuneration Committee (NRC), which ensures leadership continuity across the Board of Directors, including the CEO, Key Managerial Personnel (KMPs), and Senior Management Personnel (SMPs). The NRC plays a strategic role in identifying and building successors for critical roles, aligning these plans with the Company’s long-term objectives.
By maintaining a balanced mix of experience and fresh perspectives, the Company fosters a dynamic leadership pipeline. As part of this approach, international exposure is provided to identified successors to equip them with comprehensive business insights.
There is no limitation to directors’ liabilities in alignment with Clause 196 of the Articles of Association, which addresses matters of indemnity and director responsibility, and pursuant to Regulation 25(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and Pursuant to Section 149(12) of the Act, JSW Steel has appropriate coverage for its Directors.
As such there are no limitations on directors’ liabilities, however, as part of its governance framework, we maintain a Directors & Officers policy for a defined term, with coverage tailored to the nature and extent of risks as assessed by the Board.
At JSW Steel, the CEO’s compensation is structured to reflect the Company’s commitment to performance-driven leadership and long-term value creation. The annual variation in the CEO’s remuneration is directly linked to a comprehensive performance evaluation process that considers multiple dimensions of executive effectiveness.
Key factors include the CEO’s tenure, leadership capabilities, domain expertise, strategic contribution to the Company’s growth, and efforts in human resources development.
Evaluations are conducted using a balanced and transparent framework that adheres to reasonable standards and incorporates both quantitative and qualitative metrics.
Financial performance indicators such as sales and operating income, which underpin critical ratios like Return on Equity (ROE) and Return on Invested Capital (ROI), form a core part of the assessment.
Comparative benchmarks, including stock price movement relative to steel industry peers, competitiveness, and ESG parameters are also considered to ensure market alignment and stakeholder accountability.
JSW Steel seeks to align executive compensation with sustainable long-term performance through a combination of fixed pay, performance-linked remuneration, and long-term incentive opportunities, including equity-based awards where applicable.
We have a clawback provision in place for our CEO. Mr Jayant Acharya who was re-appointed as the Whole-time Director of the Company, designated as ‘Jt. Managing Director & CEO’, for a period of five years, with effect from May 7, 2024. Clawback option was a provision of this proposal, as approved during the annual general meeting.
Long-term incentive awards are subject to defined vesting conditions and timelines designed to encourage sustained value creation and reinforce alignment between executive rewards and long-term shareholder interests. Equity-linked incentives, where granted, promote long-term ownership orientation and help balance short-term performance considerations with long-term strategic outcomes.
The CEO is provided with ESOPs with the vesting schedule at 25% at the end of 2nd year (first tranche), 25% at the end of 3rd year (second tranche) and the remaining 50% at the end of 4th year (third tranche) from the date of grant respectively. The vesting for 60% of ESOP options shall be linked to business performance for OPJ Samrudddhi Plan 2021 and OPJ ESOP Plan 2021, thereby performance period for variable CEO compensation is 4 years due to the vesting tenure of these options.
We periodically review our internal pay structures to ensure competitiveness, fairness, and alignment with performance. Information regarding the ratio between CEO remuneration and median employee remuneration is disclosed in accordance with regulatory requirements, providing stakeholders with a broader understanding of compensation practices across the organization.
As of FY2025-26, the CEO held XX equity shares, representing share ownership equivalent to approximately XX times the annual base salary, demonstrating strong alignment with long-term shareholder value creation. While, the other executive committee members collectively held shares with an average ownership value equivalent to approximately XX times their annual base salary, reinforcing a culture of ownership and alignment with shareholder interests.
At JSW Steel, we place customer centricity at the core of our business strategy, product innovation, and service delivery approach. We maintain multiple customer engagement and support channels that enable our customers to seek assistance, provide feedback, raise concerns, and collaborate with us on improving products and services.
We continuously evaluate opportunities to enhance accessibility and ease of engagement for diverse customer groups, including elderly and differently-abled customers. Customers can contact us through online contact forms, email-based communication channels, dedicated contact points, direct engagement with our sales and technical teams, and physical interactions across our business network.
We also provide a dedicated digital platform, JSW Sambandh, through which customers can register product-related feedback and complaints, track status updates, and monitor the progress of their requests and resolutions.
We actively incorporate customer insights, industry requirements, and market feedback into our product and service development processes.
By continuously engaging with customers across sectors, we identify evolving requirements and translate these insights into product innovation and value creation.
Our product development initiatives are closely aligned with customer expectations, emerging market trends, and sector-specific demands.
We have established a structured mechanism for managing customer concerns and complaints, which is verified by ISO 10002.
Through the JSW Sambandh platform, customers can submit product-related feedback and complaints, receive acknowledgement of their submissions, track complaint status, and monitor progress through different stages of review and resolution.
These are then resolved by a dedicated customer complaint management team which ensure the feedback and complaints are resolved within a reasonable time period. This process enables transparent complaint management while helping us identify opportunities for continuous improvement in both products and services.
JSW Steel complies with all applicable national and international laws, regulations, and standards. Our compliance framework ensures mapping with National frameworks:
As part of our commitment to ethical business practices, JSW Steel goes beyond compliance by focusing on areas that strengthen organizational resilience and stakeholder trust. These areas address emerging challenges and ensure that the company operates with integrity and transparency at every level. The following sections highlight key aspects that support this vision and demonstrate how JSW Steel safeguards its operations while promoting responsible growth:
Read more about our ethical governance and compliance performance in our Integrated Annual Report.
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