A diverse team of corporate professionals engaged in a focused discussion around a boardroom table.. Governance

Governance

Governance philosophy

With a heritage spanning over 90 years in India, our corporate governance framework has evolved significantly over the decades. It is deeply rooted in our core values of Integrity, Respect, Responsibility, and Pioneering. Our values are the simplest statement of who we are. They govern everything we do.

Governance structure

Our governance structure is multi-tiered, comprising the Board of Directors, Board Committees, C E O & M D and the Management Committee.

Board of Directors

The Board's primary role is to ensure the long-term sustainable success of the Company for the mutual benefit of all the stakeholders.

Board Committees

The Board Committees play a crucial role in the Governance Structure and have been constituted to deal with specific areas that need a closer review.

  • Audit Committee

  • Nomination and Remuneration Committee

  • C S R - E S G Committee

  • Stakeholders' Relationship Committee

  • Risk Management Committee

CEO & MD and Management Committee

Our C E O & M D, supported by the Management Committee, is responsible for ensuring delivery of H U L's strategy, business plans and financial performance.

Board of Directors

(The Board composition as on 31st March 2026)

Management Committee

(Composition of the Management Committee as on 31st March 2026)

* In the current role

^Mr. Niranjan Gupta was appointed as the CFO-Designate and a Member of the Management Committee with effect from 1st September, 2025. He succeeded Mr. Ritesh Tiwari as the Executive Director, Finance and Chief Financial Officer with effect from 1st November, 2025.

Governance highlights

  • 10 Board Meetings held in F Y 2025-26

  • 3 out of 5 Board Committees comprise Independent Directors only

  • All 5 Board Committees chaired by Independent Directors

  • 71 hours - total time invested by the Board / Committees in F Y 2025-26

  • Independence (%) chart. Independent: 55.56%, Non-Independent: 44.44%.
  • Diversity (%) chart. Male: 66.67%, Female: 33.33%.
  • Tenure (%) chart. 0-2 years: 44.44%, 2-5 years: 44.44%, 5 years & above: 11.11%.
  • Board Expertise chart. Leadership Expertise: 89%, Crafting Business Strategy: 100%, Emerging Markets & Consumer Insights: 100%, Financial Expertise & Risk Management: 67%, Operations & Business Management: 78%, Cyber Security, Digital & IT: 44%, Corporate Governance & Legal: 100%, Purposeful Business & E S G: 100%, People & Talent Development: 100%.

Board activities and key discussions during the year

The Board meets at regular intervals to discuss and decide on H U L’s business policy and strategy, as well as other matters. Board and Committee meetings are pre-scheduled, and a tentative annual calendar is circulated to the Directors at the beginning of the year. This allows them to plan their schedules and ensure meaningful participation in the meetings. During F Y 2025-26, in addition to the prescribed quarterly meetings, the Board of Directors met six times to consider and decide on matters of strategic importance.

100% participation rate at Board meetings

Insight into Board discussions

Key decisions taken during the year

Appointment of Priya Nair as Managing Director & Chief Executive Officer

Appointment of Niranjan Gupta as Executive Director, Finance & Chief Financial Officer

Appointment of Bobby Parikh as Independent Director

Acquisition of balance 49% stake in Zywie Ventures Private Limited

Divestment of minority stake in Nutritional lab Private Limited

Investment of ₹2,000 crores to expand manufacturing capacity in fast-growing premium categories across Beauty & Wellbeing and Home Care

Business Integrity & Compliance

We expect everyone at H U L to be an ambassador of our high ethical standards – what we call ‘Business Integrity.’ Behaving with integrity is part of who we are. We have strong values and clear policies and standards to ensure our employees not only do things right but also do the right thing.

Our Code of Business Principles are mandatory for all employees and others working with H U L.

Business Integrity

Key pillars of our Code of Business Principles

During the year, comprehensive training programs were implemented to sensitise employees about our values, policies, and the ethical standards as set forth in the Code of Business Principles.

In 2025, 100% employees were trained on Code of Business Principles both through online and offline training modules.

To know more about the policies that guide our ethical behaviour, visit https://www.hul.co.in/investors/corporate-governance/policies/