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Process

Contribution to UN SDGs

Material Issues

  • Compliance

  • Sustainable Procurement and Supply chains

  • Energy and water resource management

Highlights

56%

Independent Directors on the Board

385

Suppliers assessed for environmental impacts in FY 2023-24

114

Suppliers screened for environmental or social criteria in FY 2023-24

Things to discover in this section

01

Corporate Governance

02

Board Profiles

Corporate Governance

Uno Minda places paramount importance on governance, forming the bedrock upon which our business initiatives thrive. We are committed to perpetually refining our governance framework and methodologies to adapt to the dynamic requirements of the industries we operate in and society at large.

Uno Minda’s Governance Journey

Uno Minda's governance journey has transitioned from traditional norms to sustainable practices, ensuring adherence to regulatory shifts and comprehensive oversight of critical matters at a Group level. Nonetheless, the swiftly evolving landscape necessitates a shift towards transformative governance, enabling us to dynamically respond to emerging needs and actively contribute to addressing the collective challenges we encounter.

Governance Structure

The Company's governance architecture is based on the ideals of responsibility, transparency, and integrity, which work in concert to guarantee that it fulfils its mission.

Board of Directors
Board Committees

Audit Committee

Nomination and Remuneration Committee

Stakeholders’ Relationship Committee

Corporate Social Responsibility committee

Risk Management Committee

Management reporting to the board
The Company has various internal senior executive-level committees:
  • Core Minda Group Committee (CMMC)

  • Group Minda Management Committee (GMMC)

  • Group Advisory Board

  • Central Assessment and Support Team

Additionally, the Company has several Group functional committees such as:

  • Finance & Accounts Committee

  • Human Resources Committee

  • PR Committee

  • Engineering and R&D Committee

  • NPC Committee

  • Manufacturing Excellence Committee

  • Marketing Committee

  • Brand & Communication Committee

  • Material Committee

  • IT Committee

  • Environment, Health and Safety Committee

  • Ethics Committee

  • Internal Complaints Committee under POSH

The Uno Minda Board of Directors, as of 31 March 2024, comprises 9 members, including 2 Executive Directors and 7 Non-Executive Directors (NED), 5 of whom are Independent Directors (IND), with 1 being a woman. This composition aligns with the stipulations of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Each Independent Director provides a declaration confirming their independence as required. The Board holds authority over the management of the Company, convening seven meetings during the reporting period, held on the following dates: 18 May 2023, 9 August 2023, 12 September 2023, 28 September 2023, 7 November 2023, 19 January 2024, and 7 February 2024, respectively. Additionally, the Board routinely assesses Compliance Reports concerning the Company's adherence to relevant laws and addresses any identified instances of non-compliance.

Board Policies

Nomination and remuneration policy

Policy on determining materiality

Related party transaction policy

Familiarisation programmes imparted to director

Risk management policy

Code of conduct for directors and senior management

ESOP scheme 2019

Occupation health & safety policy

CSR policy

Environmental policy

Supplier code of conduct

Documents retention and archival policy

Policy for POSH

Policy for a legitimate purpose

Whistle blower policy

Dividend policy

Document retention policy

Code of fair practice

Directors’ diversity policy

Risk management charter

Privacy policy

Material subsidiaries policy

Appointment of independent director

Insider trading code of conduct

Evaluation of Performance

The performance evaluation of independent directors aligns with the requirements from SEBI as highlighted in their circular from January 2017. Key evaluation criteria encompass directorial engagement and contribution, dedication, proficient application of knowledge and expertise, integrity, confidentiality maintenance, and impartiality in decision-making.

I

Board Attendance

Throughout the fiscal year concluding on 31 March 2024, seven gatherings of the Board convened. Below are the attendance particulars for these Board Meetings:

II

Committee Attendance

Audit Committee

Four seven committee meetings were held during the financial year ended 31 March 2024. The details of attendance at the meetings are as under:

Corporate Social Responsibility Committee

Two corporate social responsibility committee meetings were held during the financial year ended 31 March 2024. The details of attendance at the meetings are as under:

Nomination and Remuneration Committee

Five nomination and remuneration committee meetings were held during the financial year ended 31 March 2024. The details of attendance at the meetings are as under:

Risk Management Committee

Three risk management committee meetings were held during the financial year ended 31 March 2024. The details of attendance at the meetings are as under:

Stakeholders’ Relationship Committee

Four stakeholders’ relationship committee meetings were held during the financial year ended 31 March 2024. The details of attendance at the meetings are as under

III

Code of Conduct

The governance framework at Uno Minda has solid compliance and ethics.

Our Company upholds rigorous ethical standards through a comprehensive framework consisting of a code of conduct, global policies, and principles statements. To ensure adherence to these principles, employees receive training and awareness programmes. Oversight and compliance are facilitated through our regional corporate offices, chaired by the Chairman. We have established mechanisms for addressing complaints and issues, including whistle-blower protection, and fostering a culture of integrity across the organisation. Transparency is integral to our operations, evident in our comprehensive sustainability reporting and disclosure practices. We actively engage with stakeholders, communicating our sustainability efforts transparently and accountably.

100%

of employees trained for ethical business practices

100%

of board members familiarised with ethical business practices followed by the Company

Category No. of complaints filed during FY 2023-24 No. of complaints filed during FY 2022-23
Environmental and social non-compliance Nil Nil
Corruption Nil Nil
Anti-competitive behaviour Nil Nil
Conflict of interest Nil Nil
Money laundering Nil Nil

We prioritise regulatory compliance and sustainability in our supply chain management, implementing due diligence processes and monitoring supplier performance against sustainability criteria. Our suppliers regularly undergo Supplier Audits which cover environmental, social, and governance-related topics, such as conflict of interest, fair competition and anti-trust, privacy and data protection, modern slavery, child labour, GHG emissions, energy efficiency, and renewable energy use, among other topics. Collaboration with suppliers promotes sustainable practices, fostering trust and contributing to our journey towards greater sustainability. In FY 2023-24, we conducted 49 training sessions for our suppliers and vendors.

365

Suppliers trained for ethical business practices

Our Code of Conduct reinforces our commitment to openness and ethical behaviour, while our zero-tolerance policy towards corruption is supported by robust anti-corruption measures. Data privacy and information security are of paramount importance, with strict protocols in place to safeguard stakeholder data and intellectual property. Compliance with sustainability regulations and industry standards underscores our commitment to responsible business practices. Through these efforts, we strive to build trust and ensure the success of our business while making a positive impact on society and the environment.

Category No. of incidents of non-compliance with data privacy and information security laws during FY 2023-24 No. of incidents of non-compliance with data privacy and information security laws during FY 2022-23
Instances in which fines were incurred Nil Nil
Instances in which the Company faced non-monetary sanctions Nil Nil

Prevention of Sexual Harassment (POSH)

Preventing sexual harassment in the workplace is our top priority. In compliance with the Sexual Harassment of Women at Workplace Act, 2013, our Company has a formal policy. The Internal Complaints Committee (ICC) has been established at all applicable locations to handle the grievances of female employees.

The employee onboarding process includes a comprehensive Code of Conduct that incorporates provisions addressing anti-corruption and anti-bribery measures. Additionally, a whistleblower policy is firmly established to facilitate reporting of any unethical behaviour, particularly those involving anti-corruption and anti-bribery issues. Any complaints received through this mechanism are diligently reviewed by the Ethics Committee, which ensures thorough investigation and imposes stringent actions against any identified malpractices.

Furthermore, all employees undergo annual performance appraisals that are contingent upon their adherence to the Code of Conduct and Whistleblower Policy. Declarations affirming compliance with these policies are prominently displayed across various Company locations, reinforcing the commitment to upholding ethical standards and fostering a transparent organisational culture.

https://www.unominda.com/uploads/investor/policies/Code%20of%20Conduct.PDF https://www.unominda.com/uploads/investor/policies/Whistle%20Blower%20Policy.pdf

Conflict of Interest - Management process

The Board has adopted a comprehensive 'Code of Conduct' applicable to directors, senior management personnel, and all employees, encompassing specific provisions aimed at preventing conflict of interest. As part of this process, declarations are obtained from all Board Members detailing their interests in entities, ensuring transparency in transactions where such interests are involved. The Company maintains a robust policy and procedure for identifying related parties and regulating transactions with them.

The Audit Committee, composed solely of Independent Directors, is entrusted with reviewing and approving related party transactions, including granting omnibus approvals. Given that all members, including the Chairperson, are Independent Directors, this setup guarantees that the highest approving body for related party transactions—the Audit Committee—is free from any conflict of interest.

Furthermore, the Company's external independent internal auditor, Grant Thornton Bharat LLP, conducts quarterly reviews of all related party transactions to assess their adherence to arm's length principles and ordinary business practices. These findings are presented at quarterly Audit Committee meetings. To reinforce governance, the Company's ERP platform for financial reporting incorporates checks and balances to prevent unauthorised related party transactions, ensuring compliance with Audit Committee approvals or omnibus approvals where applicable.

All related party transactions adhere strictly to arm's length principles. Comprehensive details of these transactions are disclosed to the Audit Committee every quarter and are also included in the annual financial statements. In addition to these disclosures, the Company reports all related party transactions semi-annually to the stock exchanges. This practice ensures transparency and compliance with regulatory requirements regarding related party transactions.

Mechanisms for Grievance redressal

At Uno Minda Group, fostering open communication and continuous improvement is a top priority. To this end, the Company regularly organises town halls at the plant level, bringing together employees within their respective functions. These town halls serve as a platform for dialogue, updates, and addressing concerns.

In addition to these town halls, an ethics helpline has been established to support employees in reporting any ethical concerns or misconduct confidentially. The Company also conducts monthly meetings focussed on gathering suggestions and identifying areas for improvement, ensuring that employee voices are heard and valued.

To further enhance this feedback loop, Uno Minda Group implements a two-way survey system, enabling employees to provide feedback and share their experiences. This approach underscores the Company's commitment to creating an inclusive and responsive workplace, where continuous improvement and ethical conduct are at the forefront.

Remediation of Negative Impacts

At Uno Minda Group, a robust framework is in place to manage concerns and grievances, ensuring a fair and transparent process for all employees. The Ethics Committee follows a well-defined procedure, as outlined in the Whistleblower Policy, to address and resolve any reported issues. This policy provides clear guidelines for concerns management and grievance redressal, ensuring that all complaints are handled with the utmost integrity and confidentiality.

Additionally, the Company has implemented a POSH (Prevention of Sexual Harassment) policy, reinforcing its commitment to maintaining a safe and respectful workplace. This policy outlines the processes for preventing and addressing instances of sexual harassment, further emphasising the Company's dedication to upholding the highest standards of ethical conduct and employee well-being.

IV

Remuneration Policy for the Board and Leadership along with the Process of Determining the Remuneration

At Uno Minda Group, the Nomination and Remuneration Committee (NRC) plays a crucial role in shaping the leadership and ensuring that the compensation structures align with the Company's strategic objectives. The NRC is responsible for recommending appointments and remuneration packages for Directors and senior management to the Board. Additionally, any revisions in remuneration are carefully reviewed and proposed by the NRC to ensure they reflect the individual's contributions and the Company's performance. The NRC has established a comprehensive Remuneration Policy, which it recommends to the Board for approval. This policy serves as a guideline for determining the remuneration of key personnel, ensuring fairness, competitiveness, and alignment with market standards.

Key Performance Indicators (KPIs) are integral to the NRC's approach, being closely linked to business functions and the overall objectives of the Company. These KPIs are tailored based on the specific portfolios managed by the leadership team, ensuring that they accurately reflect the responsibilities and impact of each role. By aligning KPIs with business functions, the NRC ensures that the performance metrics drive the desired outcomes and support the Company's strategic goals.

Through these structured processes, the NRC ensures that the appointment and remuneration of Directors and senior management are managed with a focus on merit, strategic alignment, and performance, ultimately contributing to the long-term success of Uno Minda Group.

V

Alignment with OECD

The G20/OECD Principles of Corporate Governance serve as a guiding framework for policymakers to assess and enhance the legal, regulatory, and institutional structures governing corporate behaviour. These principles aim to foster economic efficiency, sustainable development, and financial resilience. At Uno Minda Group, our corporate governance standards align with benchmarks set forth by the Organisation for Economic Cooperation and Development (OECD).

Principle 1

Ensuring the basis for an effective corporate governance framework

Principle 2

The rights and equitable treatment of shareholders and key ownership functions

Principle 3

Institutional investors, stock markets, and other intermediaries

Principle 4

The role of stakeholders in corporate governance

Principle 5

Disclosure and transparency

Principle 6

The responsibilities of the Board

Principle 1
Upholding Governance Integrity

Uno Minda steadfastly maintains conformity with both legal mandates and ethical standards across its operational and non-operational activities.

  • To ensure diligent adherence to regulatory requirements, an IT-driven compliance tool has been deployed group-wide, including in foreign entities. Regular updates from service providers are meticulously synchronised with relevant activities

  • Regulatory compliance is systematically reviewed at various management levels, with quarterly updates provided to the Audit Committee and Board meetings. Additionally, internal and secretarial auditors conduct comprehensive assessments of regulatory compliance

  • The Company prioritises educating and training its personnel to adapt to regulatory changes, with external advisors consulted as needed for guidance on regulatory and compliance matters

Principle 2
Safeguarding Shareholder Rights and Equitable Treatment

Uno Minda is committed to the equitable treatment of all shareholders and facilitating their exercise of rights. E-voting facilities are provided for all resolutions, and shareholders are given opportunities to voice concerns at Annual General Meetings (AGMs).

  • At the latest AGM held on 20 September 2023, all shareholders who submitted a request for a speaker before the cut-off date were given the floor, with additional provisions made for remote participation. Live video streaming was made available for broader member access, and comprehensive disclosures were provided in explanatory statements

  • The Company maintains a single class of equity share capital and ensures transparent disclosure of all related party transactions

  • An escalation matrix in the 'Investor Grievance Redressal and Escalation Mechanism' further facilitates the timely resolution of shareholder concerns

Principle 3
Engaging with Institutional Investors and Market Intermediaries

Uno Minda upholds principles of fair disclosure and compliance with listing regulations, strictly regulating insider trading as per SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company's officials regularly engage with institutional investors, responding to queries while adhering to non-selective information-sharing practices. Responses to proxy advisory reports are also provided as necessary so that they can inform accordingly to their client investors.

Principle 4
Stakeholder Inclusion in Governance

Uno Minda prioritises stakeholder interests in its operational decisions, engaging with business partners, investors, employees, and communities through various channels such as annual meets, surveys, investor's earnings calls, vendor meetings, customer meetings, employee engagement through various modes, and community visits. Mechanisms for employee participation in governance-related issues are promoted, including through engagement surveys and internal communication systems. A dedicated vigil mechanism enables stakeholders to report unethical practices, monitored by a specialised committee and reported to the Audit Committee.

Principle 5
Transparency and Disclosure

Uno Minda advocates for fair and transparent disclosure, ensuring timely reporting of material events to stock exchanges and maintaining an updated website with relevant information. Quarterly investor communications and meetings offer investors opportunities for interaction and query resolution. The introduction of integrated reports from FY 2021-22 has enhanced transparency, incorporating statutory reports and other relevant information.

Principle 6
Board Responsibilities

The Board oversees corporate strategy, risk management, budgeting, and major transactions, ensuring alignment with performance objectives and regulatory requirements.

  • Detailed reports on corporate strategy, risk management, financial performance, and related party transactions are presented to the Board and Audit Committee

  • The Risk Management Committee specifically reviews corporate strategy and risk management practices, while the Nomination and Remuneration Committee ensures diversity and approves executive pay

  • The Board, through its Audit Committee, supervises accounting and financial reporting systems to ensure accurate and transparent financial reporting

  • All Board processes and committee functions are meticulously designed to ensure statutory compliance and effective governance

Evaluation of Board and Committee Performance

  • The Board of Directors conducts an annual formal assessment of its performance, as well as that of its committees and individual directors, following the guidelines set forth by the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For FY 2023-24, the Board's performance was evaluated based on input from all Directors, considering factors such as composition, structure, effectiveness of processes, and overall functioning

  • The Committee performance was similarly assessed by the Board, gathering feedback from committee members regarding composition, terms of reference, meeting effectiveness, and member participation. Individual Director performance was also evaluated, considering attendance, active participation, contribution during meetings, and fulfilment of duties with due care, skill, and diligence. Furthermore, a separate meeting of Independent Directors was held to evaluate the performance of Non-Independent Directors, the Board as a whole, and the Chairman & Managing Director. Input from Executive Directors was considered in this evaluation process

Board's Involvement in Risk Oversight

  • Uno Minda Group operates with a comprehensive risk management framework aimed at apprising the Board of risk assessment and mitigation strategies. The Board has delineated the duties and obligations of the Risk Management Committee, outlining measures to identify and mitigate Legal, Social, Environmental, and IT cybersecurity, among others, risks on an ongoing basis. Regular evaluations are conducted by the Board to review the efficacy of risk mitigation processes and procedures

Ethical Guidelines: Code of Conduct

  • Our Company upholds a Code of Corporate Ethics and Conduct, reaffirming its dedication to upholding the highest standards in its interactions with stakeholders. This code establishes clear guidelines and ethical principles to be adhered to by all members of its management cadre

  • Furthermore, Uno Minda Group implements a Code of Conduct for all employees including Management Cadre Staff and Directors. In compliance with Listing Regulations and contemporary corporate governance standards, the Board has instituted a Code of Conduct applicable to all Board Members and senior management personnel. This code is readily accessible on our website for reference