Tata Steel - Sustainability Report

GOVERNANCE STRUCTURE AND MANAGEMENT SYSTEMS

3.1 Governance Structure

Company’s Philosophy on Code of Governance

The Company has set out to achieve its Vision 2007 i.e. to seize the opportunities of tomorrow and create a future that will make it an EVA positive Company and to continue to improve the quality of life of its employees and the communities it serves.

The Company has and will continue to focus its resources, strengths and strategies, in order to achieve this Vision, while upholding the core values of transparency, integrity, honesty and accountability, which are fundamental to the Tata Group. The Company believes that good corporate governance practices enable the Management to direct and control the affairs of a Company in an efficient manner and to achieve its ultimate goal of maximising value for all its stakeholders.

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 (NEDs) is more than 50% of the total number of Directors.

None of the Directors on the Board is a Member on more the 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 also the number of Directorships and Committee Memberships held by them in other companies are given below;

Name	Category	No. of Board Meetings attended during 03-04	Whether attended AGM held on 23-7-03	No. of Directorships in other public companies		No. of Committee positions held in other public companies**
Name	Category	No. of Board Meetings attended during 03-04	Whether attended AGM held on 23-7-03	Chairman	Member	Chairman	Member
Mr. R. N. Tata (Chairman)	Promoter Non Independent Non Executive	7	Yes	10	1		6
Mr. Keshub Mahindra	Independent Non Executive	4	Yes	3	5	4	2
Mr. Nusli N Wadia	-do-	5	Yes	5	5	1	3
Mr. S. M. Palia Financial Institution's Nominee*	-do-	7	Yes	1	4	3	2
Mr. Suresh Krishna	-do-	5	Yes	6	3	2	2
Mr. Kumar Mangalam Birla	-do-	-	Yes	6	6	-	1
Mr. Ishaat Hussain	Promoter Non Independent Non-Executive	7	Yes	2	11	2	4
Dr. J. J. Irani	Promoter Non Independent Non Executive	7	Yes	4	10	1	9
Mr. Jitendra Financial Institution's Nominee*	Independent Non Executive	5	Yes	-	4	-	2
Mr. B. Muthuraman Managing Director	Non Independent Executive	7	Yes	2	2	-	2
Dr. T. Mukherjee Dy. Managing director (Steel)	-do-	7	Yes	1	7	-	5
Mr. A. N. Singh Dy. Managing Director (Corporate Service)	-do-	7	Yes	4	-	1	1

* Appointed by IDBI as the lead institution

** Represents Chairmanships/Memberships of Audit Committee, Shareholders’/Investors’ Grievance Committee and Remuneration Committee.

Seven Board Meetings were held during the year 2003-2004 and the gap between two meetings did not exceed four months. The Dates on which the Board Meetings were held were as follows:

29th May 2003, 23rd July 2003, 28th August 2003, 30th October 2003, 27th November 2003, 22nd January 2004, 6th February 2004.

The information as required under Annexure I to Clause 49 is being made available to the Board.

During 2003-2004, the Company did not have any material pecuniary relationship or transactions with Non Executive Directors, other than Dr. J J Irani, to whom the Company paid retiring benefits aggregating Rs.2.707 million. The Company, with the approval of the Department of Company Affairs has also paid Rs.26.0 million as transportation charges to M/s. Dimnar and Company, a firm, whose proprietor is related to Dr. J J Irani.