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GOVERNANCE STRUCTURE AND
MANAGEMENT SYSTEMS
Governance Structure (3.1)
Company’s Philosophy on Code of Governance
The Company believes in adopting the best
practices in the areas of Corporate
Governance. Even in a fiercely competitive
business environment, the Management and
Employees of the Company are committed to
uphold the core values of transparency,
integrity, honesty and accountability, which
are fundamental to the Tata Group.
During the year, the
Company has fine-tuned its corporate
practices so as to bring them in line with
the revised Clause 49 of the listing
agreements. The Company adopted the Tata
Code of Conduct for Non-Executive Directors
and the Whistle Blower Policy as prescribed
in the revised Clause.
The Company will continue
to focus its resources, strengths and
strategies for creation and safeguarding of
shareholders’ wealth and at the same time
protect the interests of all its
shareholders.
Board of Directors
The Company has a non-executive Chairman and
the number of independent directors is more
than one-third of the total number of
Directors. The number of Non-Executive
Directors (NED) is more than 50% of the
total number of Directors.
None of the Directors on
the Board is a Member on more than 10
Committees and Chairman of more than 5
Committees (as specified in Clause 49),
across all the companies in which he is a
Director. The necessary disclosures
regarding Committee positions have been made
by the Directors.
The names and categories
of the Directors on the Board, their
attendance at Board Meetings during the year
and at the last Annual General Meeting, as
well as number of Directorships and
Committee Memberships held by them in other
companies are given in Table 3.1. |
