Corporate Governance Report for the year 2013-14
Details of remuneration for 2013-14
Non-Whole-time Directors
| (Rs.lakhs) | |||
| Name of the Director | Commission* | Sitting Fees | |
| 1. | Mr. Cyrus P. Mistry | - | 4.80 |
| 2. | Mr. B. Muthuraman | #200 | 2.80 |
| 3. | Mr. Nusli N. Wadia | 110 | 3.60 |
| 4. | Mr. S. M. Palia | 15 | 1.00 |
| 5. | Mr. Ishaat Hussain | 110 | 5.30 |
| 6. | Mr. Subodh Bhargava | 105 | 3.30 |
| 7. | Mr. Jacobus Schraven | 45 | 2.00 |
| 8. | Mr. Andrew Robb | 55 | 3.45 |
| 9. | Mrs. Mallika Srinivasan | 60 | 1.20 |
| 10. | Mr. D.K. Mehrotra | 75 | 1.80 |
| 11. | Mr. O P Bhatt | 75 | 2.20 |
| 12. | Dr. Karl-Ulrich Koehler | - | 3.00 |
| Total | 850 | 34.45 | |
* Payable in Financial Year 2014-15.
# Excluding retirement benefits of Rs.78.39 lakhs paid to Mr. B. Muthuraman.
Executive Directors
| Name | Salary | Perquisites & Allowances |
Commission @ | Stock Options | Service Contracts |
| Rs.lakhs | Rs.lakhs | Rs.lakhs | |||
| Mr. H. M. Nerurkar * Managing Director |
74.32 | 84.36 | 220 | NIL | - |
| Mr. Koushik Chatterjee Group Executive Director (Finance and Corporate) |
98.12 | 37.79 | 370 | NIL | From 09.11.2012 to 08.11.2017 |
| Mr. T. V. Narendran ** Managing Director, India and South East Asia |
57.38 | 25.69 | 400 | NIL | From 19.09.2013 to 18.09.2018 |
| @ | Payable in Financial Year 2014-15 |
| * | Retired as Managing Director on 31st October, 2013 |
| ** | Appointed as Managing Director-Designate India and South East Asia w.e.f 19th September, 2013 and succeeded Mr. H. M. Nerurkar as Managing Director, India and South East Asia w.e.f 1st November, 2013 |
Notice Period & Severance Fees
The respective contracts may be terminated by either party giving the other party six months' notice or the Company paying six months' salary in lieu thereof.
There is no separate provision for payment of severance fees.
5. Shareholders' Committee
An Investors' Grievance Committee was constituted on 23rd March, 2000 to specifically look into the redressal of Investors' complaints like transfer of shares, non-receipt of balance sheet and non-receipt of declared dividend, etc.
One meeting of the Investors' Grievance Committee was held on 11th July, 2013.
The composition of the Investors' Grievance Committee and the details of the meeting attended by the Directors is given below:
| Date of Meeting | Mr. Ishaat Hussain Chairman,Not Independent, Non-Executive |
Mr. S. M. Palia # Member, Independent, Non-Executive |
Mr. Subodh Bhargava Member, Independent, Non-Executive |
Mr. D K Mehrotra ## Member, Independent Non-Executive |
| 11th July 2013 | Yes | NA | Yes | NA |
| # | Stepped down as member w.e.f. 25th April, 2013. |
| ## | Appointed as member w.e.f. 13th August, 2013. |
|
Name, designation & address of Compliance Officer: Mr. A. Anjeneyan Company Secretary & Chief of Compliance Bombay House, 24, Homi Mody Street, Fort, Mumbai - 400 001. Phone: (022) 6665 7279 Fax: (022) 6665 7724 E-mail: cosec@tatasteel.com |
Name, designation & address of Investor Relations Officer: Mr. Subhra Kanti Das Head - Group Investor Relations Bombay House, 24, Homi Mody Street, Fort, Mumbai - 400 001. Phone: (022) 6665 7382 Fax: (022) 6665 7724 E-mail: cosec@tatasteel.com |
| Shareholder/Investor Complaints: | ||
| Complaints pending as on 1st April, 2013 |
: | 8 |
| During the period 1st April, 2013 to 31st March, 2014, complaints identified and reported under Clause 41 of the Listing Agreements | : | 358 |
| Complaints disposed off during the year ended 31st March, 2014 | : | 363 |
| Complaints unresolved to the satisfaction of shareholders as on 31st March, 2014 | : | 3 |
| No. of pending share transfers of Ordinary Shares as on 31st March, 2014 | : | - |
Note:
The correspondence identified as investor complaints are letters received through Statutory/Regulatory bodies and those related to Court/Consumer forum matters, (where the Company/Registrars is involved and is accused of deficiency in service) fraudulent encashment, non-receipt of dividend/fractional warrants (received after one month from the date of payment and where reconciliation of the payment was in progress) and non-receipt of refund orders/allotment of shares pertaining to Rights issue/Follow-on Public Offer. The above figures are consolidated figures which includes complaints received by Link Intime India Pvt. Ltd. and TSR Darashaw Private Ltd.
Committees
In addition to the above Committees, the Board has constituted 6 more Committees, viz. Executive Committee of the Board, the Nomination Committee, the Ethics and Compliance Committee, the Safety, Health and Environment Committee, the Committee of Investments and Projects and Committee of Directors.
The terms of reference of the Executive Committee of the Board (ECOB) are to approve capital expenditure schemes and donations within the stipulated limits and to recommend to the Board, capital budgets and other major capital schemes, to consider new businesses, acquisitions, divestments, changes in organisational structure and also to periodically review the Company's business plans and future strategies.
Three ECOB Meetings were held during the Financial Year 2013-14.
The composition of the ECOB and details of the meetings attended by the Directors are given below:
| Date of Meeting | Mr. Cyrus P. Mistry Chairman, Not Independent, Non-Executive |
Mr. B. Muthuraman Member, Not Independent, Non-Executive |
Mr. Nusli N. Wadia Member, Independent, Non-Executive |
Mr. S. M. Palia* Member, Independent, Non-Executive |
Mr. Ishaat Hussain Member, Not Independent, Non-Executive |
| 21st May, 2013 | Yes | Yes | Yes | NA | Yes |
| 10th July, 2013 | Yes | Yes | Yes | NA | Yes |
| 12th November, 2013 | Yes | Yes | Yes | NA | Yes |
| Date of Meeting | Mr. Andrew Robb Member, Independent, Non-Executive |
Mr. H. M. Nerurkar ** Member, Not Independent, Executive |
Dr. Karl-Ulrich Koehler Member, Not Independent, Non-Executive |
Mr. Koushik Chatterjee Member, Not Independent, Executive |
Mr. T. V. Narendran *** Member, Not Independent, Executive |
| 21st May, 2013 | Yes | Yes | Yes | Yes | NA |
| 10th July, 2013 | Yes | Yes | Yes | Yes | NA |
| 12th November, 2013 | Yes | NA | Yes | Yes | YES |
| * | Stepped down as Member w.e.f. 25th April, 2013. |
| ** | Retired on 31st October, 2013. |
| *** | Appointed as Member w.e.f. 6th November, 2013. |
The Nomination Committee has been constituted on 18th May, 2006 with the objective of identifying Independent Directors to be inducted to the Board from time to time and to take steps to refresh the constitution of the Board from time to time.
Two meetings of the Nomination Committee were held during the Financial Year 2013-14.
The composition of the Nomination Committee and the details of the meetings attended by the Directors is given below:
| Date of Meeting | Mr. Nusli N. Wadia Chairman, Independent, Non-Executive |
Mr. Cyrus P. Mistry Member, Not Independent, Non-Executive |
Mr. S. M. Palia@ Member, Independent, Non-Executive |
Mr. Subodh Bhargava Member, Independent, Non-Executive |
Mr. O P Bhatt@@ Member, Independent, Non-Executive |
| 4th April, 2013 | Yes | Yes | Yes | No | NA |
| 19th September, 2013 | Yes | Yes | NA | Yes | No |
| @ | Stepped down as Member w.e.f. 25th April, 2013. |
| @@ | Appointed as Member w.e.f. 13th August, 2013. |
Ethics and Compliance Committee
In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,1992, as amended (the Regulations), the Board of Directors of the Company adopted the revised Tata Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices (the Code) to be followed by Directors, Officers and other Employees. The Code is based on the principle that Directors, Officers and Employees of a Tata Company owe a fiduciary duty to, among others, the shareholders of the Company to place the interest of the shareholders above their own and conduct their personal securities transactions in a manner that does not create any conflict of interest situation. The Code also seeks to ensure timely and adequate disclosure of Price Sensitive Information to the investor community by the Company to enable them to take informed investment decisions with regard to the Company's securities.
In terms of the said Code, a Committee has been constituted on 30th May, 2002 called Ethics and Compliance Committee.
One meeting of the Ethics and Compliance Committee was held on 11th July, 2013.
The composition of the Ethics and Compliance Committee and the details of the meeting attended by the Directors is given below:
| Date of Meeting | Mr. Ishaat Hussain Chairman, Not Independent, Non-Executive |
Mr. Subodh Bhargava Member, Independent, Non-Executive |
Mr. Andrew Robb Member, Independent, Non-Executive |
| 11th July, 2013 | Yes | Yes | Yes |
The Board has also appointed the Group Executive Director (Finance & Corporate) as the Compliance Officer to ensure compliance and effective implementation of the Regulations and also the Code across the Company.
During the year under review, the Compliance Officer submitted periodic Reports on the compliance of the Tata Code of Conduct for Prevention of Insider Trading.