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Integrated report Statutory reportS FInancIal StatementS
Corporate Governance Report

Corporate Governance Report

We do not claim to be more unselfish, more generous or more philanthropic than other people. But we think we

started on sound and straightforward business principles, considering the interests of the shareholders our own,
and the health and welfare of the employees, the sure foundation of our success.
- Jamsetji Tata

1. Company’s Philosophy on the Code of of Covid-19], with regard to Corporate Governance and
Governance the same has been disclosed in this Report. The Company
The Company has over the years followed best practices of endeavours to ensure that highest standards of ethical and
Corporate Governance. The Company is committed to the Tata responsible conduct are met throughout the organisation.
Code of Conduct (‘TCoC’) which articulates values and ideals
that guide and govern the conduct of the Tata companies 2. Board of Directors
as well as its employees in all matters relating to business. Composition of the Board
The Company’s overall governance framework, systems and The Board of Directors of the Company is the highest
processes reflect and support our Mission, Vision and Values. governance authority within the management structure
The Company’s philosophy on corporate governance of the Company. Further, the Board is totally committed to
oversees business strategies and ensures fiscal accountability, the best practices for effective Corporate Governance. The
ethical corporate behaviour and fairness to all stakeholders Board regularly reviews and updates Corporate Governance
comprising regulators, employees, customers, vendors, practices to accommodate developments within the market
investors and the society at large. place in general and the business in particular.
The Company has a strong legacy of fair, transparent The Company has an active, experienced, diverse and a
and ethical governance practices and it believes that well-informed Board. The Board along with its Committees
good Corporate Governance is essential for achieving undertakes its fiduciary duties keeping in mind the interests
long-term corporate goals and enhancing stakeholders’ of all its stakeholders and the Company’s Corporate
value. In this pursuit, the Company’s Corporate Governance Governance philosophy. The Nomination and Remuneration
philosophy is to ensure fairness, transparency and integrity Committee of the Board ensures the right composition of the
of the management, in order to protect the interests of all its Board. As on March 31, 2020, the composition of the Board of
stakeholders. Directors was as under:
The Company has adopted a Code of Conduct for its Board Composition as on March 31, 2020
employees including the Managing Director & CEO and the
Executive Director as well as for its Non-Executive Directors
including Independent Directors which suitably incorporates 25%
the duties of Independent Directors as laid down in the
Companies Act, 2013 (‘the Act’). The Company has also 8
adopted the Guidelines on Board Effectiveness to fulfill its 50% Directors
responsibilities towards its stakeholders.
25%
The Company’s Corporate Governance philosophy has been
further strengthened through the Tata Business Excellence
Model, the Tata Code of Conduct for Prevention of Insider Non-Executive Independent Directors
Trading and the Code of Corporate Disclosure Practices and (including 2 Women Directors)
adoption of Anti-Bribery & Anti-Corruption and Anti-Money Non-Executive Non-Independent Directors
Laundering Policies. Executive Directors
The Company has adhered to the requirements stipulated The composition of the Board of Directors of the Company is
under Regulations 17 to 27 read with para C and D of in conformity with Regulation 17 of the Listing Regulations
Schedule V and clauses (b) to (i) of sub-regulation (2) of
Regulation 46 of SEBI (Listing Obligations and Disclosure and Section 149 of the Act.
Requirements) Regulations, 2015 (‘Listing Regulations’) as Detailed profile of the Directors is available on the Company’s
applicable [including relaxations granted by SEBI in the wake website at https://www.tatachemicals.com/DirectorsProfile.htm.

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