Statutory Reports
Corporate Overview
69th Annual Report 2013-14
104
Financial Statements
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 under Clause 49 of the Listing
Agreement, by adopting the highest standards of professionalism,
honesty, integrity and ethical behavior. 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 undertakes
its fiduciary responsibilities to all its stakeholders by ensuring
transparency, fairplay and independence in its decision making.
TheCorporateGovernancephilosophy is further strengthenedwith
the adherence to the Tata Business Excellence Model as a means
to drive excellence and the Balanced Scorecard methodology for
tracking progress on long term strategic objectives. The Tata Code
of Conduct, which articulates the values, ethics and business
principles, serves as a guide to the Company, its directors and
employees and is 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 based 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 focuses on areas that continue to meet the progressive
governance standards.
As a good corporate governance practice, the Company has
been voluntarily undertaking an Audit by M/s Parikh & Associates,
Practicing Company Secretaries, of the secretarial records and
documents since the last two years in respect of compliance with
the Companies Act, 1956, applicable provisions of the Companies
Act, 2013 (“The Act”), Listing Agreement with the Indian Stock
Exchanges and the applicable regulations and guidelines issued
by Securities and Exchange Board of India. A copy of the Audit
Report for the period under review is a part of the Annual Report.
BOARD OF DIRECTORS
The Board of Directors alongwith its Committees provide
leadership and guidance to the Company’s management as also
direct, supervise and control the performance of the Company.
The Board currently comprises of eleven Directors out of which
nine Directors (82%) are Non-Executive Directors. The Company
has a Non-Executive Chairman and the six Independent Directors
comprise more than one half of the total strength of the Board.
All the Independent Directors have confirmed that they meet the
‘independence’ criteria as mentioned under the existing Clause
49 of the Listing Agreement and Section 149 of the Act.
None of the Directors on the Company’s Board is a Member
of more than ten Committees and Chairman of more than
five Committees [Committees being, Audit Committee and
Stakeholder Relationship Committee (Erstwhile Investors’
Grievance Committee)] across all the Indian public limited
companies in which he/she is a Director. All the Directors have
made necessary disclosures regarding Committee positions held
by them in other companies and do not hold the office of Director
in more than twenty companies, including ten public companies.
None of the Directors of the Company are related to each other. All
Non Executive Directors, excluding the ‘Steel’ Director (Tata Steel
representative) are liable to retire by rotation. The appointment
of the Managing Director and Executive Directors including the
tenure and terms of remuneration are also approved by the
Members at the first meeting after the said appointment.
The required information as enumerated in Annexure IA to Clause
49 of the Listing Agreement is made available to the Board of
Directors for discussions and consideration at Board Meetings.
The Board reviews the declaration made by the Management
regarding compliance with all applicable laws on a quarterly basis
as also steps taken to remediate instances of non-compliance.
REPORT ON CORPORATE
GOVERNANCE
