Corporate Governance
Fundamentals of a strong business

For any enterprise, sustainable long-term value-creation is not just dependent on a robust business model or a dynamic strategy; it also largely depends on the direction towards which its leadership is steering the organisation. At Tata Motors, our Board of Directors has a key role to play in directing our journey through these challenging times.

OVERSIGHT OF THE VALUE-CREATION PROCESS

The Board plays a formidable role in directing our value-creation process. The key areas of focus are:

• Directing, supervising and controlling the performance of the Company
• Reviewing whether the Company is progressing as per the strategic plans
• Monitoring the responsibilities delegated to the Board Committees to ensure proper and effective governance and control of the Company’s activities
• Establishing and closely monitoring the risk management process of the organisation
• Closely monitoring the financial as well non-financial (including ESG) performance aspects of the Company

EVALUATION OF EFFECTIVENESS

Adhering to the global best practices of internal controls and governance, our Board of Directors is also subject to evaluation and the criteria used for evaluating their performance are enumerated here:

• Composition and structure
• Effectiveness of Board meetings, processes, information flow and coordination with executive management

Individually, Directors are evaluated as per their:

• Contribution to the Board and Board Committee meetings
• Preparation on the issues to be discussed
• Not just number of meetings but the nature of contributions to the meetings

INTEGRATED GOVERNANCE STRUCTURE

At the core of our value-creation lies ‘integrated thinking’. The genesis of our ‘integrated thinking’ is the integration of the Boards of Tata Motors Limited and Jaguar Land Rover.

Board of Directors

BOARD COMMITTEES AND THEIR RESPONSIBILITIES

The Audit Committee reviews quarterly/ annual financial statements, adequacy of internal control systems, internal audit reports (ensuring independence of auditors) and statement of uses/application of funds raised. The Nomination and Remuneration Committee provides various recommendations to the Board including the set up and composition of the Board and its Committees, the Remuneration Policy and more. The Stakeholders' Relationship Committee reviews statutory compliances and services relating to security holders, dividend payments and performance of Registrar and Transfer Agents. The Corporate Social Responsibility Committee formulates and recommends the CSR policy to the Board and monitoring the CSR activities and expenditure. The Risk Management Committee assists the Board in overseeing the risk management process, controls, risk tolerance, capital liquidity and funding and reviewing the Company’s risk governance. The Safety, Health and Sustainability Committee reviews the Company’s performance on SHS aspects and oversees the implementation of relevant policies and strategies.