Purpose
As a company with a premium listing on the London Stock Exchange the Company is subject to the Combined Code on Corporate Governance issued by the Financial Reporting Council in June 2008 (the 'Combined Code'). The Combined Code is available from the Financial Reporting Council's website, www.frc.org.uk. The objective of this Corporate Governance Report is to provide details of the Group's governance policies, processes and structures and how the Company has complied with the main principles of the Combined Code.

The Board believes that sound corporate governance practices are essential to achieving the vision of creating a world class metals and mining Group. The Directors are especially aware of the need for a strong corporate governance framework in the current economic climate in order to manage risks facing global businesses. The Board is also following closely corporate governance developments in respect of proposed revisions to the Combined Code. Once the new UK Corporate Governance Code has been finalised the Directors will use the opportunity to review and challenge its existing corporate governance practices to ensure they remain robust and will introduce changes as recommended by the new code as soon as possible.

Statement of Compliance with the Combined Code
With the exception of the following matters, the Company has throughout the year ended 31 March 2010, fully complied with the principles set out in Section 1 of the Combined Code:

Code Provisions A.2.2 and A.3.1
Mr Anil Agarwal was the founder of the businesses of Vedanta Resources and steered the phenomenal growth of the Group since its inception in 1976 including the flotation of Vedanta Resources plc on the London Stock Exchange and development into a FTSE 100 company. Mr Agarwal was appointed as Executive Chairman in 2005. This meant that Mr Agarwal did not meet the strict independence criteria on his appointment because he was previously the Chief Executive and, through Volcan Investments Ltd ('Volcan') members of his family have a controlling interest in the Company.

Mr Agarwal's record since his appointment as Executive Chairman in seeking out new opportunities into value-creating projects whilst heading up a dynamic Board has shown his continuing commitment to developing the Group for the benefit of its shareholders. For this reason the Board is unanimously of the opinion that his continued involvement in an executive capacity is vitally important to the success of the Group.

Code Provision A.4.1
Under the Relationship Agreement put in place at the time of Listing, Volcan will be consulted on all appointments to the Board. The Nominations Committee therefore works collaboratively with Volcan when making appointments to the Board and, to this extent, differs from the process set out in Code Provision A.4.1 which stipulates that the Nominations Committee should lead the process for Board appointments.