Home| ESG| Upholding Sound Governance Standards

Upholding Sound Governance Standards

Strong corporate governance principles are embedded into every facet of our organization, helping us to seamlessly achieve our ESG goals. By instilling a culture of integrity, accountability, and ethical conduct, we are steering sustainability across the value chain and contributing positively to the environmental and social landscapes, under the able guidance of our leadership team.

A combination of both top-down and bottom-up approach has been significant in effectively embedding our ESG goals within our corporate governance framework. Together, they ensure a balanced governance structure aligned to the organizational goals while facilitating innovation, adaptability, and a deeper understanding of ground-level challenges.

Robust mechanisms to implement and measure the effectiveness of our sustainability practices are also in place. Pivotal role of monitoring the policies, processes and related risks related to environmental, social, regulatory and public policy matters, and the progress made thereof, is served by the Company’s ESG framework. Additionally, we closely evaluate and review current social and environmental trend with oversight of our ESG goals and human rights practices. Doing this enables identification and management of issues that may affect VBL’s business, shareholders, others stakeholders or the general public.

Key takeaways

Robust policies

Better transparency

Harnessing CSR activities

Key enablers to manage our social priorities

National-level initiatives on promoting:

Healthcare

Education

Environment Sustainability

Rural Development

Implementing best practices in ESG

ENVIRONMENT

Annual Audit by DQS for carbon footprint study & water assurance footprint

SOCIAL

Best practices in health and safety by DuPont Safety Solutions

GOVERNANCE

Business Excellence (Corporate Governance) of The Year 2022 award by Prime Time Research Media Pvt. Ltd

Best Corporate Governance Practices - Varun Beverages Limited award under Business Brand Awards

Our Board: Enriched by Diversity, Focused on Value

Our business and its corporate governance policies are governed by a diversified Board, which, through its vast experience and expertise, is actively engaged in enhancing stakeholder value. Various functional committees, chaired by Board members in accordance to their experience, overlook the formulation and implementation of corporate governance standards throughout Varun Beverages and monitor the progress of broad organizational objectives. In line with our efforts to promote transparent governance, the corporate policies are readily available to respective stakeholders. Open and easy interaction with senior management is also ensured across all teams and departments.

Key Managerial Personnel

Board Committees

Audit, Risk Management and Ethics Committee

Oversight of the Company’s financial reporting process, examination of the financial statement and the auditors’ report thereon and the disclosure of its financial information to ensure that its financial statements are correct, sufficient and credible.

Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of the Company and approval of payment for any other services rendered by the statutory auditors of the Company.

Reviewing with the Management the quarterly/annual results and annual financial statements and Auditors’ Report thereon before submission to the Board for approval. This would, inter-alia, include reviewing changes in the accounting policies and reasons for the same, major accounting entries involving estimates based on exercise of judgement by Management, significant adjustments made in the financial statements

Review the Management’s Discussion and Analysis of financial condition and results of operations.

Scrutiny of inter-corporate loans and investments.

Evaluation of internal financial controls and risk management systems.

Reviewing the functioning of the whistle blower/vigil mechanism.

Formulate a detailed risk management policy which shall include:

Framework for identification of internal and external risks.
Measures for risk mitigation including systems and processes for internal control of identified risks.
Business continuity plan.

Evaluate and review the risk management plan, the risk management system, including risk policy, risk process (risk identification, assessment, mitigation and monitoring), cyber security processes and risk registers laid down by the Management.

Recommendation for appointment, removal and terms of remuneration of the Chief Risk Officer.

Stakeholders’ Relationship Committee

To consider and resolve the grievances of security holders of the Company including but not limited to complaints related to transfer / transmission of shares, non-receipt of annual report, non-receipt of declared dividends and review of services rendered by the Registrar and Share Transfer Agent.

Nomination and Remuneration Committee

Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommendations to the Board of Directors a policy relating to the remuneration of the directors, key managerial personnel and other employees and for evaluation of the performance of independent directors and the Board of Directors;

Devising a policy on diversity of the Board of Directors;

Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board of Directors their appointment and removal, and specify the manner for effective evaluation of performance of Board, its committees and individual Directors and review its implementation and compliance;

Determine whether to extend or continue the term of appointment of the independent directors on the basis of the report of performance evaluation of independent directors; and

Framing suitable policies and systems to ensure that there is no violation by an employee as well as by the Company of any applicable laws in India or overseas, including:

(i) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and
(ii) The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003.

CSR Committee

To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013, recommend the amount of expenditure to be incurred on the CSR activities and monitor the CSR Policy of the Company from time to time.

Environment, Social and Governance Committee

Approve the Company’s ESG strategy including related targets and incentives;

Provide oversight of the execution of the ESG Strategy and the Company’s progress on its long term ESG commitments and targets;

Provide oversight of the key policies and programs required to implement the ESG Strategy;

Provide advice and direction to the Company’s management on implementation of the Company’s ESG Strategy;

To identify opportunities and risks to the Company’s operations, its reputation and its corporate responsibility.

Provide oversight of the execution of the ESG Strategy and the Company’s progress on its longterm ESG commitments and targets;

Provide oversight of the key policies and programs required to implement the ESG Strategy;

Provide advice and direction to the Company’s management on implementation of the Company’s ESG Strategy;

To identify opportunities and risks to the Company’s operations, its reputation and its corporate responsibility.

Climate risks and opportunities

Evaluating climate risks and opportunities and managing them effectively serve as critical factors in protecting our assets, creating sustained value for our stakeholders and identifying and leveraging future opportunities. Our unique business model and assessment strategies enables us to effectively handle risks associated with climate change and leverage the opportunities presented by it, to consistently scale and grow.

Fostering inclusion and diversity

We aspire to build a culture that brings together people of all ages, gender and capacities on one common platform and empowers them to unleash their full potential. Gender, age and differently abled therefore comprise our core priority to foster an inclusive and diverse workforce. Constant efforts are also being made to empower women employees with special emphasis on incorporating their ideas and perspectives across our business processes and strategies.