Tata Motors AR

Recommend to the Board the set up and composition of

the Board and its Committees including the “formulation of

the criteria for determining qualifications, positive attributes

and independence of a director”. The Committee periodically

reviews the composition of the Board with the objective of

achieving an optimum balance of size, skills, independence,

knowledge, age, gender and experience.

Devise a policy on Board diversity.

Recommend to the Board the appointment or reappointment

of Directors, including Independent Directors, on the basis of

Report on performance evaluation of Independent Directors.

Support the board in matters related to set-up, review and

refresh of the Committees.

Recommend to the Board on voting on resolutions for

appointment and remuneration of Directors on the Boards of

its material subsidiary companies and provide guidelines for

remuneration of Directors on material subsidiaries.

Identify and recommend to the Board appointment of Key

Managerial Personnel (“KMP” as defined by the Act) and

executive team members of the Company (as defined by this

Committee). The Committee shall consult the Audit Committee

before recommending the appointment of the CFO.

Carry out evaluation of every Director’s performance and

support the Board, its Committees and individual Directors,

including “formulation of criteria for evaluation of Independent

Directors and the Board”.

Oversee the performance review process for the KMP and

executive team of the Company with a view that there is

an appropriate cascading of goals and targets across the

Company and on an annual basis, recommend to the Board

the remuneration payable to the Directors, KMP and executive

team of the Company.

Recommend the Remuneration Policy for Directors, KMP,

executive team and other employees.

Review matters related to voluntary retirement and early

separation schemes for the Company.

Oversee familiarization programmes for Directors.

Oversee HR philosophy, HR and people strategy and efficacy

of HR practices including those for leadership development,

rewards and recognition, talent management and succession

planning (specifically for the Board, KMP and executive team).

Performing such other duties and responsibilities as may be

consistent with the provisions of the Committee Charter.

The Committee presently comprises of 3 Independent Directors

and 1 Non-Executive Director. During the year under review, four

meetings of the Committee were held on May 30, 2016, August

12, 2016, November 14, 2016 and March 30, 2017. The Board also

inducted Mr O P Bhatt, Inependent Director as a Member of the

NRC with effect from May 16, 2017. The decisions are taken by the

Committee, at meetings or by passing circular resolutions. The

composition of the Nomination and Remuneration Committee and

attendance at its meeting is as follows:.

Composition

Meetings attended Attendance (%)

Mr Nusli Wadia

(1)

100

Mr Cyrus Mistry

(2)

100

Mr N Chandrasekaran

(3)

100

Mr S Bhargava

(4)

100

Dr R A Mashelkar

Mr N Munjee

(5)

100

Removed as Independent Director by the Shareholders at the Extraordinary

General Meeting of the Company held on December 22, 2016.

Resigned as the Non-Executive Chairman and Director of the Company with

effect from December 19, 2016.

Appointed as an Additional Director and Non-Executive Chairman of the

Company with effect from January 17, 2017.

Retired in accordance with the Company’s Governance Guidelines on Board

Effectiveness on March 29, 2017, upon attaining the age of 75 years.

Appointed as a Member with effect fromMarch 29, 2017.

Remuneration Policy

The Company has in place a Remuneration Policy for Directors, KMP

and other employees, in accordance with the provisions of the Act

and the SEBI Listing Regulations. For details on Remuneration Policy

for Directors, KMP and other employees, kindly refer to Annexure 4

of the Board’s Report.

Remuneration of Directors

Non-Executive Directors

A sitting fee of

60,000/- for attendance at each meeting of the

Board, Audit Committee, Executive Committee of the Board,

NRC and for Independent Directors Meeting; and

20,000/-

for attendance at each meeting of Stakeholders’ Relationship

Committee, Safety, Health & Environment Committee, the

Corporate Social Responsibility Committee, Risk Management

Committee, Fund Raising Committee and other special

need based committees,

is paid to its Members (excluding

Managing Director and Executive Directors) and also to

Directors attending by invitation. The sitting fees paid/payable

to the Non Whole-time Directors is excluded whilst calculating

the limits of remuneration in accordance with Section 197 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.

Notice

Board’s Report

Management Discussion & Analysis

Corporate Governance Report

Business Responsibility Report

175