Corporate Governance

The Board of Directors of Essar Energy (the 'Board') is committed to the highest standards of corporate governance.

UK Corporate Governance Code

The Board of Directors of Essar Energy (the 'Board') is committed to the highest standards of corporate governance.

The UK Corporate Governance Code recommends that at least half the Board of Directors of a UK-listed company, excluding the Chairman, should comprise Non-Executive Directors determined by the board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the Director's judgement.

The Board of Essar Energy will initially consist of the Chairman, the Vice Chairman, the CEO of Essar Energy plc and Five independent Non-Executive Directors. The Board considers that Essar Energy complies with the requirements of the UK Corporate Governance Code in this regard.

The Board has established four committees:

 It has set up a number of additional committees, including:

Audit committee

The audit committee's role is to assist the Board with the discharge of its responsibilities in relation to internal and external audits and controls, including:

• Reviewing Essar Energy plc's annual financial statements and interim reports prior to approval;
• Focusing on changes in accounting policies and practices;
• Considering the scope of the annual audit and the extent of the non-audit work undertaken by external auditors; and
• Advising on the appointment of external auditors and reviewing the effectiveness of the internal control systems in place within Essar Energy plc.

The audit committee will meet at least three times a year. It is chaired by Mr Sattar Hajee Abdoula, an Independent Non-Executive Director with a financial background. Its other members are Mr Simon Murray and Mr Steve Lucas.

Click here for the Audit committee terms of reference (PDF, 84 KB)

Nomination and governance committee

The nomination and governance committee assists the Board in determining the composition and makeup of the Board. It is also responsible for periodically reviewing the Board's structure and identifying potential candidates to be appointed as Directors, as the need may arise. The nomination and governance committee also determines succession plans for the Chairman and Chief Executive. The nomination and governance committee will meet at least twice a year.

The nomination and governance committee is chaired by Mr Simon Murray and its other members are Mr Prashant Ruia, Mr Subhas C Lallah and Mr Philip Aiken. The UK Corporate Governance Code recommends that a majority of members of the nomination and governance committee be independent Non-Executive Directors.

Click here for the Nomination and governance committee terms of reference (PDF, 233 KB)

Remuneration committee

The remuneration committee recommends what policy the Essar Energy plc should adopt on executive remuneration. It determines the levels of remuneration for Executive Directors and the Chairman and recommends and monitors the level and structure of remuneration for members of senior management. The committee will also review the operation of share and share option schemes and the granting of such options, as well as prepare an annual remuneration report to be approved by the members of Essar Energy plc at the annual general meeting. The remuneration committee will meet at least twice a year.

The remuneration committee is chaired by Mr Subhas C Lallah, and its other members are Mr Philip Aiken and Mr Steve Lucas, all of whom are Independent Non-Executive Directors.

Click here for the Remuneration committee terms of reference (PDF, 245 KB) 

Health, safety and environment committee

The health, safety and environment committee is responsible for evaluating the effectiveness of Essar Energy's policies and systems for identifying and managing health, safety and environmental risks within its operations. It assesses the policies and systems within Essar Energy for ensuring compliance with health, safety and environmental regulatory requirements. The committee is responsible for assessing the performance of Essar Energy with regard to the impact of health, safety and environmental decisions and actions upon employees, communities and other third parties and on the reputation of Essar Energy. It shall, on behalf of the Board, receive reports from management concerning any fatalities and / or serious accidents within Essar Energy and any resulting action. The health, safety and environment committee will meet at least twice a year.

The Health, safety and environment committee comprises two Independent Non- Executive Directors, Mr Philip Aiken and Mr Sattar Hajee Abdoula and Chief Executive Officer Mr Naresh Nayyar. The committe is chaired by Mr Aiken.

Click here for the Health, safety and environment Committee terms of reference (PDF, 143 KB)

Monthly review committee

The monthly review committee focuses on monitoring Essar Energy's strategy, organisational design and operational matters to ensure the Board's strategic directions are implemented and to make recommendations to the Board. The management committee meets on a monthly basis to review the operating performance of each of the principal subsidiaries.

The monthly review committee comprises of Mr Naresh Nayyar, Chief Executive Officer, Mr Prashant Ruia, Chairman, Mr P Sampath, Chief Financial Officer, Mr KVB Reddy, Executive Director - Essar Power and Mr Mark Lidiard, Director of Investor Relations and Communications. Its other members are Mr Lalit K Gupta, Chief Executive Officer Essar Oil , Mr. Volker Schultz, Chief Executive Officer Essar Oil UK and Mr. Iftikhar Nasir, Chief Executive Officer of the E&P business.

Share dealing code

Essar Energy has adopted a code of securities dealings in relation to the shares which is based on, and is at least as rigorous as, the Model Code as published in the Listing Rules issued by the UK Financial Services Authority.

The code applies to the Directors and other relevant employees of Essar Energy.

Market disclosure and communications

Essar Energy is committed to the promotion of investor confidence by ensuring that trade in its securities takes place in an efficient, competitive and informed market. Essar Energy recognises the importance of forthright communication as a key plank in building shareholder value and that to prosper and achieve growth it must (among other things) earn the trust of employees, customers, suppliers, communities and security holders by being forthright in its communications and consistently delivering on its commitments.

To reinforce Essar Energy's commitment to efficient and timely disclosure in accordance with the continuous disclosure obligations imposed by law, Essar Energy has adopted a Market Disclosure and Communications Policy that outlines Essar Energy's corporate governance standards and related processes aimed at ensuring that timely and accurate information is provided equally to all shareholders and market participants.

Click here for the Market Disclosure and Communications Policy (PDF, 296 KB)

Click here for Essar Energy's Articles of Association (PDF, 396 KB)