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An Independent Directors meeting in accordance with the provisions
of Section 149(8) read with Schedule IV of the Act and Regulation
25(3) and 25(4) of the SEBI Listing Regulations was convened on
March 30, 2017, to review the performance of the Non-Independent
Non-Executive Directors including the Chairman of the Board and
performance of the Board as a whole.
Board Effectiveness Evaluation:
Pursuant to provisions of
Regulation 17(10) of the SEBI Listing Regulations and the provisions
of the Act, Board evaluation involving evaluation of the Board of
Directors, its Committees and individual Directors, including the role
of the Board Chairman, was conducted during the year. For details
pertaining to the same kindly refer to the Board’s Report.
Familiarisation Programme:
Kindly refer to the Company’s website
for details of the familiarisation programme for Independent
Directors on their roles, rights, responsibilities in the Company, nature
of the industry in which the Company operates, business model of
the Company and related matters.
COMMITTEES OF THE BOARD
The Board has constituted a set of Committees with specific terms
of reference/scope to focus effectively on the issues and ensure
expedient resolution of diverse matters. The Committees operate
as empowered agents of the Board as per their Charter/terms of
reference. Targets set / actions directed by them as agreed with the
management are reviewed periodically and mid-course corrections
are also carried out. The Board of Directors and the Committees also
take decisions by circular resolutions which are noted at the next
meeting. Theminutes of the meetings of all Committees of the Board
are placed before the Board for discussions/noting. An Organisation
Chart depicting the relationship between the Board of Directors, the
Committees and the senior management functions as at March 31,
2017 is illustrated below:
SHAREHOLDERS
CEO & MANAGING DIRECTOR (MD)
BOARD COMMITTEES
EXECUTIVE
COMMITTEE - ExCom#
BUSINESS COMMITTEES
CV & PV Business Unit Steering
Committee#
CV & PV Product Review
Committee
Investment Review Committee#
Risk Oversight Committee
Sourcing Council#
IT Governance Committee
Commercial Vehicles (ED)
Quality (ED)
Passenger Vehicles
CTO (Chief Technology Officer)
Group Chief Financial Officer
Chief Human Resource Officer
Chief Purchasing Officer
Corporate Strategy and Business
Transformation
Corporate Communications**
Audit Committee
Executive Committee of the Board
Nomination & Remuneration
Committee
Stakeholders’ Relationship
Committee
Safety, Health & Environment
Committee
Corporate Social Responsibility
Committee
Risk Management Committee
Special Need Based Committees
OTHERDIRECTREPORTSTOMD
** associated member of ExCom
*The CEO & MD chairs the ExCom
# Business Committees are chaired by related ExCom
member where indicated, otherwise by the CEO & MD
Chief Internal Auditor
Company Secretary
Government Affairs
Corporate Legal
Chief Information Officer
BOARD OF DIRECTORS
Corporate Overview
Financial Statements
Statutory Reports
172
72nd Annual Report 2016-17