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Corporate Governance
109
CORPORATE OVERVIEW (1-31)
STATUTORY REPORTS
FINANCIALS (123-204)
OTHER COMMITTEES
The
Executive Committee of Board
reviews capital and
revenue budgets, long-term business strategies and plans, the
organizational structure of the Company, real estate and
investment transactions, al lotment of shares and/or
debentures, borrowing and other routine matters. The
Committee also discusses the matters pertaining to legal cases,
acquisitions and divestment, new business forays and
donations. During the year under review, three Committee
meetings were held on September 8, 2011, January 16, 2012
and March 20, 2012. The Executive Committee of Board
comprises three Independent Directors, two Non-Executive
Directors and one Executive Director.
The Board, at its meeting held on May 29, 2012, appointed
Mr Cyrus P Mistry as Member of the Committee.
The Executive Committee of the Board formed a
Donations
Committee
in September 2003 and a
Corporate Social
Responsibility (CSR) Committee
in January 2006, comprising
the Managing Director and the Senior Management which
meets from time to time to fulfill the community and social
responsibilities of its stakeholders.
The Nominations Committee of the Board
was constituted
with the objective of identifying independent directors to be
inducted on the Board and to take steps to refresh the
constitution of the Board from time to time. During the year
under review, a meeting was held on May 26, 2011 and
attended by all the members. The Nominations Committee
comprises Mr N N Wadia as the Chairman, Mr Ratan N Tata,
Mr Ravi Kant and Mr S M Palia.
Composition
Meetings attended
S M Palia (Chairman)
1
Ravi Kant
1
V K Jairath
1
Mr C Ramakr ishnan, Chief Financial Officer, acts as the
Compliance Officer under the said Code. Apart from the above,
the Board of Directors also constitutes Committee(s) of Directors
with specific terms of reference, as it may deem fit.
Code of Conduct
:Whilst the Tata Code of Conduct is applicable
to all Whole-time Directors and employees of the Company,
the Board has also adopted a Code of Conduct for Non-
Executive Directors, both of which are available on the
Company ’s website. All the Board members and senior
management of the Company as on March 31, 2012 have
affirmed compliance with their respective Codes of Conduct.
A Declaration to this effect, duly signed by the Managing
Director is annexed hereto.
SUBSIDIARY COMPANIES
The Company does not have any material non-listed Indian
subsidiary company and hence, it is not required to have an
Independent Director of the Company on the Board of such
subsidiary company. The Audit Committee also has a meeting
wherein the CEO and CFO of the subsidiary companies make
a presentation on significant issues in audit, internal control,
risk management, etc. Significant issues pertaining to
subsidiary companies are also discussed at Audit Committee
meetings of the Company. Apart from disclosures made in
the Directors’ Report, there were no strategic investments
* Ceased to be a Member w.e.f. June 2, 2011
**
Appointed as a member w.e.f. January 23, 2012
***
Ceased to be amember w.e.f. September 9, 2011
# Ceased to be a Member w.e.f. June 21, 2012
The composition of the Executive Committee of Board and
attendance at meetings is given hereunder:
Composition
Meetings attended
Ratan NTata (Chairman)
3
Ravi Kant
3
J J Irani
*
-
N N Wadia
2
N Munjee
3
S Bhargava
**
1
Carl-Peter Forster
***
-
P M Telang#
3
The Ethics and Compliance Committee
was constituted to
formulate policies relating to the implementation of the Tata
Code of Conduct for Prevention of Insider Trading (the Code),
take on record the monthly reports on dealings in securities
by the “Specified Persons” and decide penal action in respect
of violations of the applicable regulations/the Code. During
the year under review, a meeting of the Committee was held
on August 11, 2011. The composition of the Ethics and
Compliance Committee and attendance at meetings, is
given hereunder:
FINANCIAL HIGHLIGHTS (32-45)