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Corporate Governance
105
CORPORATE OVERVIEW (1-31)
STATUTORY REPORTS
FINANCIALS (123-204)
Remuneration Committee based on criteria such as
industry benchmarks, the Company's performance
vis-à-
vis
the industry, responsibilities shouldered, performance/
track record, macro economic review on remuneration
packages of heads of other organisations and is decided
by the Board of Directors. The Company pays remuneration
by way of salary, perquisites and allowances (fixed
component), incentive remuneration and/or commission
(variable components) to its Managing Directors. Annual
increments are decided by the Remuneration Committee
within the salary scale approved by the Members and are
effective from April 1, every year.
b.
A sitting fee of
`
20,000/- for attendance at each
meeting of the Board, Audit Committee, Executive
Committee, Remuneration Committee and Nominations
Committee and
`
5,000/- for Investors' Grievance
Committee and Ethics & Compliance Committee is paid
to its Members (excluding Managing Directors and
Executive Directors) and also to Directors attending as
Special Invitees. The sitting fees paid/payable to the
Non whole-time Directors is excluded whilst calculating
the above limits of remuneration in accordance with
Section 198 of the Act. The Company also reimburses out-
of-pocket expenses to Directors attending meetings held
at a city other than the one in which the Directors reside.
c.
The remuneration by way of commission to the non-
executive directors is decided by the Board of Directors
and distributed to them based on their participation and
contribution at the Board and certain Committee
meetings as well as time spent on matters other than at
meetings. The Members had, at the Annual General
Meeting held on July 24, 2008, approved the payment of
remuneration by way of commission to the Non whole-
time directors of the Company, of a sum not exceeding
1% per annum of the net profits of the Company,
calculated in accordance with the provisions of the Act,
for a period of 5 years commencing April 1, 2008.
d.
Remuneration of employees largely consists of basic
remuneration, perquisites, allowances and performance
incentives. The components of the total remuneration vary
for different employee grades and are governed by
industry patterns, qualifications and experience of the
employee, responsibilities handled by him, his individual
performances, etc. The annual variable pay of senior
managers is linked to the Company's performance in
general and their individual performance for the
relevant year is measured against speci f ic major
performance areas which are closely aligned to the
Company's objectives.
The Directors' remuneration and sitting fees paid/payable by
the Company in respect of the Financial Year 2011-12, are
given below:
Name
Sitting Fees
Ratan NTata
(1)
200
2.80
Ravi Kant
(2)
100
3.70
J J Irani
(3)
3
0.20
N N Wadia
40
2.60
S M Palia
60
3.90
R A Mashelkar
30
2.40
N Munjee
72
3.80
S Bhargava
40
2.40
V K Jairath
32
3.30
R Sen
23
1.80
R Speth
(4)
-
-
Carl-Peter Forster
(5)
-
0.40
(1)
Apart from the above, Mr Ratan N. Tata, who was formerly the Executive
Chairman of the Company is paid/provided
`
27.33 lakhs as retirement
benefits as per Company’s policy.
(2)
Mr Ravi Kant, who was formerly the Managing Director of the Company
is paid/provided
`
58.50 lakhs as retirement benefits as per Company’s policy.
As advisor to the Company for overseeing Jaguar Land Rover operations of
the Company, Mr Ravi Kant is entitled to a fee equivalent to GB£ 75,000 p.a.
and use of a Company car. Both of these are not included in the above.
(3)
Ceased to be a Director w.e.f. June 2, 2011.
(4)
Dr Ralf Speth is a Non-Executive Director and is not paid any commission
or sitting fees for attending Boardmeetings of the Company in view of his
appointment as Chief Executive Officer and Director of Jaguar Land Rover
PLC.
(5)
Appointed as an Additional Director in a Non- Executive capacity w.e.f.
September 9, 2011 for a period upto March 31, 2012.
Non-Executive Directors
Commission
(
`
in Lakhs)
Managing & Executive Directors
Terms of appointment and remuneration
1.
Mr P M Telang was appointed as Managing Director –
India Operations from June 2, 2009 till June 21, 2012 and
stepped down as Managing Director – India Operations
and Director w.e.f. June 21, 2012. Mr Ravindra Pisharody
and Mr Satish Borwankar were appointed as Executive
Directors w.e.f. June 21, 2012 for a period of 5 years.
FINANCIAL HIGHLIGHTS (32-45)