Reliance Industries Limited 55 Report on Corporate Governance In accordance with Clause 49 of the Listing Agreement the complex inter-relationship among the board of with BSE Limited (BSE) and the National Stock directors, audit committee, accounting and corporate Exchange of India Limited (NSE) (Clause 49) and secretarial team, auditors and senior management - the some of the best practices followed internationally CEO and CFO. At Reliance, our employee satisfaction is on Corporate Governance, the report containing the reflected in the stability of our senior management, low details of corporate governance systems and processes attrition across various levels and substantially higher at Reliance Industries Limited is as under: productivity. Above all, we feel honoured to be an integral "Between my past, the present and the future, there is part of India’s social development. Details of several such one common factor: Relationship and Trust. This is the initiatives are available in the section on Corporate Social foundation of our growth." Responsibility. - Founder Chairman Shri Dhirubhai H. Ambani At Reliance, it is our belief that as we move closer At Reliance, Corporate Governance is all about towards our aspirations of becoming a global corporation, maintaining a valuable relationship and trust with all the our corporate governance standards must be globally stakeholders. At Reliance, we consider our stakeholders benchmarked. This gives us the confidence of having as our partners in our success and we remain committed put in the right building blocks for future growth and to maximizing stakeholder value, be it shareholders, ensuring that we achieve our ambitions in a prudent and employees, suppliers, customers, investors, communities sustainable manner. Reliance not only adheres to the or policy makers. This emanates from our strong belief prescribed corporate governance practices as per Clause that sound governance system based on relationship and 49 but is also committed to sound corporate governance trust is integral to creating value on an overall basis. We principles and practices and constantly strives to adopt have a defined policy framework for ethical conduct of emerging best practices being followed worldwide. It is businesses. We believe that any business conduct can our endeavor to achieve higher standards and provide be ethical only when it rests on the nine core values of oversight and guidance to management in strategy Honesty, Integrity, Respect, Fairness, Purposefulness, implementation, risk management and fulfilment of Trust, Responsibility, Citizenship and Courage. stated goals and objectives. 1. Statement on Company’s philosophy on Over the years, governance processes and systems Code of Governance have been strengthened at Reliance and the corporate Corporate Governance is a set of systems and practices to governance has always been an integral part of the way ensure that the affairs of the Company are being managed the business is done. At Reliance, stakeholders’ interests in a way which ensures accountability, transparency, are taken into account before making any business fairness in all its transactions in the widest sense and meet decision and Reliance has the distinction of consistently its stakeholders’ aspirations and societal expectations. rewarding its shareholders over 35 eventful years from Good governance practices stem from the culture and its first IPO. Since then Reliance has moved from one mindset of the organisation and at Reliance we are big idea to another big idea and these milestones fuel our committed to meet the aspirations of all our stakeholders. relentless pursuit of ever-higher goals. We have grown This is demonstrated in shareholder returns, high credit by a Compounded Annual Growth Rate (CAGR) of ratings, governance processes and an entrepreneurial Revenues 28%, EBITDA 28% and Net Profit 29%. The performance focused work environment. Our customers financial markets have endorsed this sterling performance have benefited from high quality products delivered at the and the market capitalisation has increased by CAGR of most competitive prices. 34% during the same period. In terms of distributing wealth to our shareholders, apart from having a track The essence of Corporate Governance lies in promoting record of uninterrupted dividend payout, we have also and maintaining integrity, transparency and accountability delivered a consistent unmatched shareholder returns in the higher echelons of management. The demands of since listing. What epitomises the impact of all that we corporate governance require professionals to raise their do is the fact that our shareholder base has grown from competency and capability levels to meet the expectations in managing the enterprise and its resources effectively 52,000 after the IPO to a consolidated present base of with the highest standards of ethics. It has thus become around 3.2 million. crucial to foster and sustain a culture that integrates all For decades Reliance is weaving its own growth story with components of good governance by carefully balancing an eye on India’s industrial and economic development; 56 Fulfilling India’s Aspirations. With Innovation and Enterprise. transforming the Indian economy with larger than life 2. Code of Business Conduct and Ethics for Directors/ projects and world class execution. Underlying this quest Management Personnel. is Reliance’s core belief in the motto – What is good for 3. Code of Conduct for Prohibition of Insider Trading. India is good for Reliance. 4. Code of Ethics and Business Policies. Corporate governance is a journey for constantly 5. Policy document on Values and Commitments. improving sustainable value creation and is an upward moving target. We have undertaken several initiatives 6. Manual on Corporate Governance. towards maintaining the highest standards of Governance 7. Health, Safety and Environment (HSE) Policy. and these include: 8. Code of Financial Reporting, Disclosure & Independent Board with defined role and Transparency. responsibilities: A majority of the Board, 7 out of 13, 9. Business Responsibility Policy Manual. are independent directors. At Reliance, it is our belief Audits and internal checks and balances: M/s. Deloitte that an enlightened Board consciously creates a culture of Haskins & Sells, Chartered Accountants, M/s. Chaturvedi Board leadership to provide a long-term vision and policy & Shah, Chartered Accountants, one of India’s leading thinking in order to improve the quality of governance. audit firms and a member of the Nexia’s global network The Board’s actions and decisions are aligned with the of independent accounting and consulting firms and M/s. Company’s best interests. It is committed to the goal of Rajendra & Co., Chartered Accountants, Member of sustainably increasing the Company’s value. The Audit Prime Global, an association of Independent Accounting Committee, Remuneration Committee and Corporate Firms, the three leading audit firms, audit the accounts Governance and Stakeholders’ Interface Committee of the Company. The Company has a Management comprise only independent directors. The Company Audit Cell besides outside internal auditors that reviews has defined guidelines and established framework for internal controls and operating systems and procedures. the meetings of the Board and Board Committees. A dedicated Legal Compliance Cell ensures that the These guidelines seek to systematise the decision- Company conducts its businesses with high standards making process at the meeting of the Board and Board of legal, statutory and regulatory compliances. The Committees in an informed and efficient manner. Company has instituted a legal compliance programme in The Board critically evaluates strategic direction of the conformity with best international standards, supported by Company, management policies and their effectiveness. a robust online system that covers all manufacturing units The agenda for Board reviews include strategic review of the Company as well as its subsidiary companies. The from each of the Board committees, a detailed analysis gamut of this system includes statutes such as industrial and review of annual strategic and operating plans and and labour laws, taxation laws, corporate and securities capital allocation and budgets. Additionally, the Board laws and health, safety and environment regulations. reviews related party transactions, financial reports from At the heart of our processes is the wide use of technology the CFO and business reports from each of the sector that ensures robustness and integrity of financial reporting, heads. Frequent and detailed interaction sets the agenda internal controls, allows optimal use and protection of and provides the strategic roadmap for the future growth assets, facilitates accurate and timely compilation of of the Company. financial statements and management reports and ensure Ethics Policies: Reliance always strives to conduct its compliance with statutory laws, regulations and company business and develop its relationships in a manner that policies. is dignified, distinctive and responsible. At Reliance, Management Initiatives for Controls and Compliance: we adhere to ethical standards to ensure integrity, transparency, independence and accountability in A sub-set of Business Transformation initiative dealings with all stakeholders. In this direction, we have undertaken by the management to support higher growth, adopted various codes and policies which act as enablers