Tata Motors AR_2016-17

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all Directors and employees of the Company to approach the
Management of the Company (Audit Committee in case where
the concern involves the Senior Management) and make
protective disclosures to the Management about unethical
behaviour, actual or suspected fraud or violation of the
Company’s Code of Conduct or Ethics policy. The disclosures
reported are addressed in the manner and within the time
frames prescribed in the Policy. The Company affirms that no
director or employee of the Company has been denied access
to the Audit Committee.
iv. The Company has compliedwith all themandatory requirements
of corporate governance as specified in sub-paras (2) to (10) of
Part C of Schedule V of the SEBI Listing Regulations.
v. The Company also fulfilled the following non-mandatory
requirements as specified in Part E of the Schedule II of the SEBI
Listing Regulations:
The Board: The Non-Executive Chairman maintains
a separate office, for which the Company does not
reimburse expenses.
Shareholder Rights: Details are given under the heading
“Means of Communications”.
Modified opinion in Audit Report: During the year
under review, there was no audit qualification in the
Auditors’ Report on the Company’s financial statements.
The Company continues to adopt best practices to ensure
a regime of unqualified financial statements.
Separate posts of Chairman and CEO: The post of the
Non- Executive Chairman of the Board is separate from
that of the Managing Director/CEO.
Reporting of Internal Auditor: The Chief Internal Auditor
reports to the Audit Committee of the Company, to ensure
independence of the Internal Audit function.
vi. Commodity price risk or foreign exchange risk and hedging
activities:
During the FY 2016-17, the Company had managed the foreign
exchange risk and hedged to the extent considered necessary.
The Company enters into forward contracts for hedging foreign
exchange exposures against exports and imports. The details of
foreign currency exposure are disclosed in Note No. 41(c)(i)(a)
to the Standalone Financial Statements.
vii. The Company is in compliance with the disclosures required to
be made under this report in accordance with regulation 34(3)
read together with Schedule V(C) to the SEBI listing regulations.
viii. Disclosures on compliance with corporate governance
requirements specified in Regulations 17 to 27 have been
included in the relevant sections of his report. Appropriate
information has been placed on the Company’s website
pursuant to clauses (b) to (i) of sub-regulation (2) of Regulation
46 of the SEBI Listing Regulations.
Information on the Company’s website regarding key policies, codes and charters, adopted by the Company:
Name of Policy, Code or
Charter
Brief Description Web Link
Terms of Appointment of
Independent Directors
Relevant extracts form the appointment letter issued to
Independent Directors detailing the broad terms and
conditions of their appointment.
Terms-of-Appointment-ID.pdf
Board Committees The composition of various committees of the Board
leadership/
Tata Code of Conduct Represents the values and core principles that guide the conduct
of every Tata business. The Code lays down the ethical standards
that Tata colleagues need to observe in their professional lives.
a) For Whole-time Directors & Employees: -ap-
uploads/2015/10/tata-code-of-conduct.pdf
b) For Non-Executive Directors and Independent Directors
ned-id.pdf
Whistleblower Policy (Vigil
Mechanism)
The Whistleblower policy has been formulated for Directors
and employees of the Company to report concerns about
unethical behavior, actual or suspected fraud or violation of the
Tata Code of Conduct.
pdf/whistle-blower-policy.pdf
Corporate Overview Financial Statements Statutory Reports
188 72nd Annual Report 2016-17