ACC - Annual Report 2020

Good governance
in letter and spirit

With a decision-making process based on decentralisation, empowerment and meritocracy, we remain custodians of a strong stakeholder stewardship. Our governance practices are representative of this, mirroring our commitment towards the greater good.

Good governance, comprehensive risk management and operational excellence are integral to our business and sustainability. We have an active, experienced and a well-informed Board. The ACC Governance framework enables the Board and its Committees to deliver on strategy, risk management and long-term value creation. The Executive Committee and management is responsible for delivering in terms of business performance ensuring transparency, fair play and independent decision-making.

Our core principles of governance

Trusteeship

Strategic oversight

Sustainability

Reinforcing a risk culture

Accountability

Compliance with laws and regulations

COMMITMENT TO ETHICAL AND EFFECTIVE GOVERNANCE

The Board is dedicated to good governance and international best practices. It is committed to ensuring a decisive attitude from the top that requires a commitment from all Directors and employees to the values of integrity, transparency and continuous oversight of the Company’s performance.

We conduct our business with the highest standards of business ethics. We have an obligation to our business partners, employees, investors, and other stakeholders to be honest, fair, and sincere in all our business activities. EthicalView Reporting Policy (‘EVRP’) is the vigil mechanism we have instituted to report concerns about unethical behaviour, in compliance with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended. A dedicated ‘ACC Ethics Helpline’ has been set up which is managed by an independent professional organisation. You can access the details of the EthicalView Reporting Policy here www.acclimited.com/sh/ERP.pdf

ACC BUSINESS RESILIENCE TEAM

We constituted a Business Resilience Team (‘BRT’) in early March 2020 to address the
COVID-19 challenges, comprising experts from Human Resources, Health & Safety, Communications, Operations, Procurement, IT, Legal, and Security to provide guidance, advice, monitoring and reporting on the preparedness of our India operations. Our response was prepared using a four alert level Trigger Action Response Plan (TARP), with specific actions at each alert level. The team works closely with the BRT at LafargeHolcim.

BOARD’S COMMITMENT TO ESG

Our Board has integrated ESG considerations into the policies and principles that govern our
business.

These include:

Having robust governance systems, risk management and controls
Serving our customers remarkably and transparently
Investing in our employees and nurturing a diverse and inclusive work environment
Strengthening the communities in which we live and work
Expanding sustainable solutions for our customers and within our operations

INTERNAL CONTROL FRAMEWORK

Our internal control framework covers financial, operational, compliance and information technology controls, as well as risk management policies and systems. The system diligently records all transaction details towards ensuring regulatory compliance. Our robust risk management processes embedded within the business enable us to identify, evaluate, record, and monitor significant risks.

ACCOUNTABILITY AND TRANSPARENCY

Our Board is committed to transparency and the highest levels of accountability with regard to disclosures and compliance, through internal and/or external assurance and governance procedures.

BOARD OF DIRECTORS

Mr N S Sekhsaria

Non-Executive and
Non-Independent Director

Qualifications: Bachelors Degree in Chemical Engineering from University of Mumbai (erstwhile Bombay)

Mr Jan Jenisch

Non-Executive and
Non-Independent Director

Qualifications: Bachelors Degree from University of Fribourg and an MBA degree

Mr Martin Kriegner

Non-Executive and
Non-Independent Director

Qualifications: Graduate from Vienna University with Doctorate in Law and MBA from University of Economics in Vienna

Mr Vinayak Chatterjee

Non-Executive and
Non-Independent Director

Qualifications: Economics (Hons) from
St. Stephen’s College, Delhi University and an alumni of Indian Institute of Management, Ahmedabad

Mr Shailesh Haribhakti

Non-Executive and
Non-Independent Director

Qualifications: Chartered Accountant, Cost Accountant, Certified Internal Auditor, Financial Planner and Fraud Examine

Mr S K Roongta

Non-Executive and
Non-Independent Director

Qualifications: Bachelor of Engineering from the Birla Institute of Technology & Science (BITS), Pilani and PG Diploma in Business Management International Trade from IIFT, New Delhi, Fellow
member of All India Management Association (AIMA)

Mr Sridhar Balakrishnan

Managing Director and
Chief Executive Officer

Qualifications: Engineering graduate from Institute of Technology, Varanasi and Diploma in Business Management from XLRI, Jamshedpur

Mr Neeraj Akhoury

Non-Executive and
Non-Independent Director

Qualifications: Bachelors Degree in Economics and MBA from University of Liverpool, General Management from XLRI, Jamshedpur and alumni of Harvard Business School (GMP)

Ms Falguni Nayar

Non-Executive and
Non-Independent Director

Qualifications: Graduate from Sydenham College of Commerce and Economics; postgraduate from Indian Institute of Management, Ahmedabad

Mr Damodarannair Sundaram

Non-Executive and
Non-Independent Director

Qualifications: Postgraduate in Management Studies (MMS), Fellow, Institute of Cost Accountants, Harvard Business School’s Advanced Management Programme

Mr Sunil Mehta

Managing Director and
Chief Executive Officer

Qualifications: : Graduate from Shri Ram College of Commerce, Delhi University, Fellow Member of the Institute of Chartered Accountants of India, Alumni of the Wharton School of Management, University of Pennsylvania

Mr M. R. Kumar

Non-Executive and
Non-Independent Director

Qualifications: Bachelor of Science, Licentiate

Audit Committee

Stakeholders’ Relationship Committee

Nomination & Remuneration Committee (N&RC)

Committee Chairperson

Committee Member

Corporate Social Responsibility & Sustainability Committee (CSR & Sustainability)

Risk Management Committee

Compliance Committee

LEADERSHIP

Role of the Board

The Board is responsible for the adoption and implementation of strategic plans, monitoring of operational performance and development of appropriate and effective risk management policies and processes. The Board stewards our efforts to deliver sustainable value to our key stakeholders, and encourages a culture of risk awareness, openness and debate.

Board committees

The Board has delegated its authority to various Board committees with the mandate to deal with governance issues and report to the Board on their activities on a quarterly basis. Each committee operates under terms of reference/Charter which set out their respective roles and responsibilities, composition and scope of authority. The following are the Board Committees:

Audit Committee
Nomination & Remuneration Committee (N&RC)
Risk Management Committee
Corporate Social Responsibility & Sustainability Committee (CSR & Sustainability)
Stakeholders’ Relationship Committee
Compliance Committee

Skills and experience

ACC’s Board brings together a wealth of knowledge, perspectives, professionalism, diverse thinking and experience. Our Board members have a deep understanding of governance, technical, financial and non-financial issues.

Independence

Our Board currently comprises six (6) Independent Directors, bringing further objectivity and diverse mindsets to the boardroom.

Skill, knowledge and experience

The core skills/expertise/competence possessed by the existing Directors are detailed as under

For Core Expertise of the Directors, please refer to the Report on Corporate Governance page 126

Areas of expertise/number of Board members