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104
Sixty-Seventh Annual Report 2011-2012
During the year, the Committee reviewed key audit findings
covering operational , f inancial and compl iance areas.
Management personnel presented their risk mitigation plan
to the Committee. It also reviewed the internal control system
in subsidiary companies, status on compliance of its obligations
under the Charter and confirmed that it fulfilled its duties and
responsibilities. The Committee through self-assessment
annually evaluates its performance. The Chairman of the Audit
Committee briefs the Board members about the significant
discussions at Audit Committee meetings.
The Committee comprises four Independent Directors, all of
whom are financially literate and have relevant finance and/or
audit exposure. Mr S M Palia is the financial expert. The quorum
of the Committee is two members or one-third of its members,
whichever is higher. The Chairman of the Audit Committee
also attended the last Annual General Meeting of the Company.
During the period under review, eight Audit Committee
meetings were held on May 24, 2011, July 12, 2011, August
10, 2011, September 8, 2011, November 11, 2011 (adjourned
to November 14, 2011), December 12, 2011, February 13,
2012 and March 15, 2012. The composition of the Audit
Committee and attendance at its meetings is as follows:
The Commi ttee meet ings are held at the Company's
Corporate Headquarters or at its plant locations and are
usually attended by the Vice Chairman, Managing Director-
India Operations, Chief Financial Officer, Chief Internal
Auditor, Statutory Auditor and Cost Auditor. The Business
and Operation Heads are invited to the meetings, as and
when required. The Company Secretary acts as the Secretary
of the Audit Committee. The Internal Audit function headed
by the Chief Internal Audi tor repor ts to the Audi t
Committee to ensure its independence.
The Committee relies on the expertise and knowledge of
management, the internal auditors and the independent
Statutory Auditor in carrying out its oversight responsibilities.
It also uses external expertise, if required. The management
is responsible for the preparation, presentation and integrity
of the Company's financial statements including consolidated
statements, accounting and financial reporting principles.
The management is also responsible for internal control over
financial reporting and all procedures are designed to ensure
compliance with accounting standards, applicable laws and
regulations as well as for objectively reviewing and evaluating
the adequacy, effectiveness and quality of the Company's
system of internal control.
Deloitte Haskins & Sells, Mumbai (Registration Number
117366W), the Company's Statutory Auditor, is responsible
for performing an independent audit of the Financial
Statements and expressing an opinion on the conformity of
those financial statements with accounting principles generally
accepted in India.
REMUNERATIONCOMMITTEE
The Remuneration Committee of the Company is empowered
to review the remuneration of the Managing Directors and
the Executive Directors of the Company and the CEOs of certain
significant subsidiary companies, retirement benefits to be
paid to them under the Retirement Benefit Guidelines
approved by the Board, recommending on the amount and
distribution of commission to the non-executive directors
based on criteria fixed by the Board and to deal with matters
pertaining to Employees' Stock Option Scheme, if any.
The Remuneration Committee comprises two Independent
Directors (including the Chairman of the Committee) and two
Non-Executive Directors. During the year under review, two
Remuneration Committee meetings were held on May 26,
2011 and July 15, 2011. The decisions are taken by the
Committee at meetings or by passing circular resolutions. The
composition of the Remuneration Committee and attendance
at its meeting is as follows:
Remuneration Policy
a.
The remuneration of the Managing Directors and
Executive Directors of the Company and CEOs of certain
signi f icant subsidiaries is recommended by the
Composition
Meetings attended
N Munjee (Chairman)
8
S M Palia
8
R A Mashelkar
7
V K Jairath
8
Composition
Meetings attended
N N Wadia (Chairman)
2
Ratan N Tata
2
S Bhargava
2
Ravi Kant
2