ANNEXURE TO NOTICE
Details of the Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting
[Pursuant to Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings]
Mr N Chandrasekaran (DIN: 00121863) aged 56, was appointed as a Non-Executive Director and Chairman of the Company w.e.f. January 17, 2017.
Educational Qualification
Mr Chandrasekaran holds a Bachelor’s degree in Applied Science. He also holds a Master’s degree in Computer Applications from Regional Engineering College, Trichy, India.
Experience (including expertise in specific functional areas) / Brief Resume
Mr N Chandrasekaran is the Chairman of the Board of Tata Sons Private Limited, the holding company and promoter of more than 100 Tata operating companies with aggregate annual revenues of more than US $100 billion. He joined the Board of Tata Sons in October 2016 and was appointed Chairman in January 2017.
Mr Chandrasekaran also chairs the Boards of several group operating companies, including Tata Steel, Tata Power, Tata Global Beverages Limited, Indian Hotels Company Limited and Tata Consultancy Services (TCS) – of which he was Chief Executive Officer from 2009-17.
His appointment as Chairman followed a 30-year business career at TCS, which he joined from university. Mr Chandrasekaran rose through the ranks at TCS to become CEO and Managing Director of the leading global IT solution and consulting firm.
In addition to his professional career at Tata, Mr Chandrasekaran was also appointed as a Director on the Board of India’s central bank, the Reserve Bank of India, in 2016. He has been appointed on the International Advisory Council of Singapore’s Economic Development Board in 2018. He is the Chairman of Indian Institute of Management Lucknow as well as the President of the Court at Indian Institute of Science Bengaluru. He is the member of Bocconi's International Advisory Council and the Co-Chair India US CEO Forum.
Mr Chandrasekaran has been awarded several honorary doctorates by leading universities in India and internationally, including an honorary Doctor of Letters from Macquarie University, Australia and Doctor of Letters from the Regional Engineering College, Trichy, Tamil Nadu, where he completed a Masters degree in Computer Applications before joining TCS in 1987.
Particulars of experience, attributes or skills that qualify the candidate for Board Chairmanship
Under the leadership of Mr Chandrasekaran, TCS became one of the largest private sector employer in India with the highest retention rate in a globally competitive industry. Under Mr Chandrasekaran’s leadership, TCS was rated as the world’s most powerful brand in IT services in 2015 and was recognised as a Global Top Employer by the Top Employers Institute across 24 countries. A technopreneur known for his ability to make big bets on new technology, Mr Chandrasekaran shaped TCS’s strong positioning in the emerging digital economy with a suite of innovative digital products and platforms for enterprises, some of which have since scaled into sizeable new businesses.
Mr Chandrasekaran having been the CEO of TCS brings with him valuable experience in managing the issues faced by large and complex organisations. The Company and the Board will immensely benefit by leveraging his demonstrated leadership capability, general business acumen and knowledge of complex financial and operational issues faced by the Company.
Mr Chandrasekaran also brings rich experience in various areas of business, technology, operations, societal and governance matters.
Board Meeting Attendance and Remuneration
During the year, Mr Chandrasekaran has attended all 7 Board Meetings and all 3 Nomination & Remuneration Committee Meetings and was paid sitting fees of Rs.6 Lakhs during the year
Directorships held in other public companies and listed entities
Chairman of Tata Consultancy Services Limited, Tata Steel Limited, The Indian Hotels Company Limited, The Tata Power Company Limited, Tata Global Beverages Limited and Jaguar Land Rover Automotive PLC.
Memberships/ Chairmanships of Statutory Committees of other public companies and listed entities
Chairman of Tata Consultancy Services Limited (Corporate Social Responsibility Committee).
Member of Nomination & Remuneration Committees of Tata Consultancy Services Limited, Tata Steel Limited, Tata Global Beverages Limited, The Indian Hotels Company Limited, The Tata Power Company Limited and Remuneration Committee of Jaguar Land Rover Automotive PLC.
Disclosure of Relationship inter-se between Directors, Manager and other Key Managerial Personnel
There is no relationship inter-se between Mr Chandrasekaran, other members of the Board and Key Managerial Personnel of the Company.
Shareholding in the Company
Mr Chandrasekaran does not hold any shares of the Company either by self or on a beneficial basis for any other person.
Ms Vedika Bhandarkar (DIN:00033808) aged 51, was appointed as Additional Director and Non-Executive, Independent Director of the Company w.e.f. June 26, 2019.
Educational Qualification
Ms Bhandarkar is MBA from the Indian Institute of Management, Ahmedabad and B.Sc from the MS University, Udaipur.
Experience (including expertise in specific functional areas) / Brief Resume
Ms Bhandarkar brings more than 25 years of experience, building teams and businesses with Indian and international financial institutions.
Since January 2016, Ms Bhandarkar has been engaged as a senior leader in India with Water.org a not-for-profit organization, overseeing the organization’s strategy, growth and water and sanitation program expansion in the country. In India, Water.org continues to scale WaterCredit through direct partnerships with financial and nonfinancial organizations, collaborating with enabling partners and engaging with the Government’s Swachh Bharat Mission. Working with implementing partners, Water.org has helped reach 1 crore people in the country with access to water and/or sanitation.
Her earlier assignments include - Vice Chairman and Managing Director at Credit Suisse Securities (India) Private Limited (2010- 2015), where she was reposed with the responsibility of overseeing all investment banking, structured finance and capital market business and overseeing the onshore private banking business. She was also part of the 7 member Credit Suisse Asia Investment Banking Department ('IBD') Operating Committee and the Global IBD Management Committee. From 1998-2010 Ms Bhandarkar served as the Managing Director & Head of Investment Banking at J. P. Morgan – India. She was on the Board of Directors for JP Morgan India Pvt. Ltd. and a member of the Location Management Committee. She began her career with ICICI Bank in 1989 where she worked at ISec - a joint venture between ICICI and JPMorgan across groups including project finance, M&A and capital markets and ICICI in leading, focusing on a select set of industries.
Since early 2015, Ms Bhandarkar has dedicated her time to corporate boards and social enterprise, serving as independent director on several corporate boards, and as a volunteer, fundraiser and board member of the Jai Vakeel Foundation, an institution focused on children and adults with intellectual disability. She also serves as a part time member of the Banks Board Bureau.
Particulars of experience, attributes or skills that qualify Ms Bhandarkar for Board membership:
Ms Bhandarkar has extensive experience in variety of M&A (domestic consolidation, outbound and in-bound transactions with associated financing), equity capital market (IPO, QIP, OFS, IPP, GDR, ADR and CB transactions), private equity and debt capital market (bonds, structured financing and loans) transactions for private and public sector clients, across various industry verticals. Ms Bhandarkar’s leadership skills and business acumen are demonstrated by her success in managing large enterprises. Her rich and wide experience enables her to provide valued insights and perspectives on a broad range of business, social and governance issues that are relevant to large corporations.
Directorships held in other public companies and listed entities
Member of Tata Investment Corporation Limited, L&T Infotech Limited, TMF Holdings Limited, Tata Motors Finance Limited, Tata Motors Finance Solutions Limited, Northern Arc Capital Limited and Tata Sky Limited.
Memberships/ Chairmanships of Statutory Committees of other public companies and listed entities
Chairperson of Audit Committees of Tata Motors Finance Limited and Tata Sky Limited; Stakeholders’ Relationship Committees of Tata Motors Finance Limited, Tata Motors Finance Solutions Limited and L&T Infotech Limited; Corporate Social Responsibility Committees of Tata Motors Finance Limited, Tata Motors Finance Solutions Limited and Tata Sky Limited; Risk Management Committee of Tata Motors Finance Solutions Limited; and Asset Liability Committee of Tata Motors Finance Solutions Limited.
Member of Audit Committees of TMF Holdings Limited, Tata Motors Finance Solutions Limited, L&T Infotech Limited and Northern Arc Capital Limited; Stakeholders’ Relationship Committee of Tata Investment Corporation Limited; Risk Management Committee of Tata Motors Finance Limited; Nomination and Remuneration Committees of Tata Motors Finance Solutions Limited, Tata Investment Corporation Limited and Tata Sky Limited; and Asset Liability Committee of Tata Investment Corporation Limited.
Disclosure of Relationship inter-se between Directors, Manager and other Key Managerial Personnel
There is no relationship inter-se between Ms Bhandarkar, other members of the Board and Key Managerial Personnel of the Company.
Shareholding in the Company
Ms Bhandarkar does not hold any shares of the Company either by self or on a beneficial basis for any other person.