Applying the principles of the Combined Code

The Directors
Main Principle
Every company should be headed by an effective board, which is collectively responsible for the success of the company.

The Board
The role of the Board is to provide leadership to the Group in a manner which maximises opportunities to develop its portfolio of businesses profitability whilst assessing and managing the associated risks. The Board does this by assessing the strategic objectives of each business and monitoring their performance. It ensures that the financial, management and other resources required to meet its objectives are in place. The Directors also review controls and risks to ensure that the interests of investors, minority shareholders and other stakeholders are protected. Importantly the Board ensures that Group standards of conduct are set and incorporated within its businesses. For example, during the year a new Code of Conduct and Ethics was approved to provide over arching standards for the Group's subsidiaries. The Code of Conduct and Ethics is available on the Group's website at www.vedantaresources.com.

The Board has a formal schedule of matters reserved for its attention which are summarised below. The schedule of matters was reviewed and updated during the year. The Board meets on a regular basis and met 12 times during the year. The Chairman also meets with the Non-Executive Directors without the Executive Directors present on several occasions throughout the year. Certain of its responsibilities are delegated to Board Committees, which operate within defined terms of reference. The Board Committees are the Executive, Remuneration, Audit, Nominations, and Health, Safety and Environment Committees. Details of these committees and attendance at meetings are shown below.

All of the Committees are authorised to obtain legal or other professional advice as necessary, to secure the attendance of external advisers at their meetings and to seek information from any employee of the Company in order to perform their duties. Under the terms of reference of the Committees only the members of each Committee has the right to attend Committee meetings. However, other Directors or management together with other expert persons may attend meetings at the invitation of the Committee Chairman. The full terms of reference of the Committees are available from the Company Secretary on request.

The Board of Directors
Membership and Attendance at Meetings

Secretary
D Kumar