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Sixty-Seventh Annual Report 2011-2012
REPORTON
CORPORATE
GOVERNANCE
COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
As a Tata Company, the Company’s philosophy on Corporate Governance is founded upon a
rich legacy of fair, ethical and transparent governance practices, many of which were in place
even before they were mandated by adopting highest standards of professionalism, honesty,
integrity and ethical behaviour. As a global organization, the Corporate Governance practices
followed by the Company and its subsidiaries are compatible with international standards and
best practices. Through the Governance mechanism in the Company, the Board alongwith its
Committees undertake its fiduciary responsibilities to all its stakeholders by ensuring
transparency, fairplay and independence in its decision making.
The Corporate Governance philosophy is further strengthened with the adherance to the Tata
Business Excellence Model as a means to drive excellence, the Balanced Scorecardmethodology
for tracking progress on long term strategic objectives and the Tata Code of Conduct which
articulates the values, ethics and business principles and serves as a guide to the Company, its
directors and employees supplemented with an appropriate mechanism to report any concern
pertaining to non-adherence to the said Code. The Company is in full compliance with the
requirements of Corporate Governance under Clause 49 of the Listing Agreement with the
Indian Stock Exchanges (“the Listing Agreement”). The Company’s Depositary Programme is
listed on the New York Stock Exchange and the Company also complies with US regulations as
applicable to Foreign Private Issuers (non-US listed companies) which cast upon the Board of
Directors and the Audit Committee, onerous responsibilities to improve the Company’s
operating efficiencies. Risk management and internal control processes focus areas continue to
meet the progressive governance standards.
As a good corporate governance practice, the Company has voluntarily undertaken an Audit by
M/s Parikh & Associates, Practicing Company Secretaries, of the secretarial records and
documents for the period under review in respect of compliance with the Companies Act,
1956 (“The Act”), Listing Agreement with the Indian Stock Exchanges and the applicable
regulations and guidelines issued by Securities and Exchange Board of India.
The Company has won the “Golden Peacock Award for Excellence in Corporate Governance” for
the year 2011, in recognition of the Company’s high standard on governance processes and
practices.
BOARDOFDIRECTORS
The Board of Directors alongwith its Committees provide leadership and guidance to the
Company’s management and directs, supervises and controls the performance of the Company.
The Board currently comprises of thirteen Directors out of which eleven Directors (84.62%) are
Non-Executive Directors. The Company has a Non-Executive Chairman and the seven
LeadershipwithTrust