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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 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 along with its Committees undertakes
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 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 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 the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”). 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 companies
listed on US Exchange) which cast upon the Board of Directors and the
Audit Committee, onerous responsibilities to improve the Company’s
operating efficiencies. Risk management and the internal control
process focus areas, continue to meet the progressive governance
standards.
The Company has adopted Governance Guidelines on Board
Effectiveness based on current and emerging best practices from both
within and outside the Tata Group of companies.
BOARD OF DIRECTORS
The Board of Directors along with 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 10 Directors out
of which 7 Directors (70%) are Non-Executive Directors. As at
March 31, 2017 the Company has a Non-Executive Chairman
and 4 Independent Directors consequent to the retirement of
Mr Subodh Bhargava, an Independent Director on March 29,
2017. The Company appointed Mr Om Prakash Bhatt on May 9,
2017 and presently the Independent Directors comprise more
than half of the total strength of the Board. All the Independent
Directors have confirmed that they meet the ‘independence’
criteria as mentioned under Regulation 16(1)(b) of the SEBI Listing
Regulations and Section 149 of the Companies Act, 2013 (“Act”).
All the Directors have made necessary disclosures regarding their
directorships as required under Section 184 of the Act and on the
Committee positions held by them in other companies. None of
the Directors on the Company’s Board hold the office of Director
in more than 20 companies, including 10 public companies and
none of the Directors of the Company are related to each other. In
accordance with Regulation 26 of the SEBI Listing Regulations none
of the Directors are members in more than 10 committees or act
as chairperson of more than 5 committees [the committees being,
Audit Committee and Stakeholders’Relationship Committee] across
all listed entities in which he/she is a Director. All Non-Executive,
Non Independent Directors, 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, including information as enumerated in
Regulation 17(7) read together with Part A of Schedule II of the SEBI
Listing Regulations is made available to the Board of Directors, for
discussions and consideration at Board Meetings. The Board reviews
the declaration made by the CEO & Managing Director and the
Group Chief Financial Officer (“CFO”) regarding compliance with all
applicable laws on a quarterly basis, as also steps taken to remediate
instances of non-compliance, if any.
Pursuant to Regulation 27(2) of the SEBI Listing Regulations, the
Company also submits a quarterly compliance report on Corporate
Governance to the Indian Stock Exchanges including details on all
material transactions with related parties, within 15 days from the
close of every quarter. The CEO & Managing Director and the CFO
have certified to the Board on
inter alia
, the accuracy of the financial
statements and adequacy of internal controls for financial reporting,
in accordance with Regulation 17(8) read together with Part B of
Schedule II of the SEBI Listing Regulations, pertaining to CEO and
CFO certification for the Financial Year ended March 31, 2017. During
the year under review, 10 Board Meetings were held on May 30,
2016, August 6, 2016, August 26, 2016, October 5, 2016, November
14, 2016 November 23, 2016, December 12, 2016, January 24,
2017, February 14, 2017 and March 30, 2017. The maximum time-
gap between any two consecutive meetings did not exceed 120
days. All the agenda papers for the Board and Committee meetings
are disseminated electronically on a real-time basis, by uploading
them on a secured online application, specifically designed for this
purpose, thereby eliminating circulation of printed agenda papers.
The composition of the Board, attendance at Board Meetings held
during the Financial Year under review and at the last Annual General
Meeting (AGM), number of directorships (including Tata Motors),
memberships/chairmanships of the Board and Committees of
public companies and their shareholding as at March 31, 2017 in the
Company are as follows:
REPORT ON CORPORATE GOVERNANCE
Corporate Overview
Financial Statements
Statutory Reports
170
72nd Annual Report 2016-17