Page 130 - Tata_Chemicals_yearly-reports-2019-20

the views of Executive Directors and Non-Executive Directors updated by regularly sharing various useful articles relating
and also assessed the quality, quantity and timeliness of flow to the Company’s performance, operations, its market and
of information between the Company’s management and competition on the Board Application.
the Board that is necessary for the Board to effectively and
reasonably perform their duties. The Meeting was attended The Board of Directors and Senior Management of
by all the Independent Directors as on that date and the Company as well as its key operating subsidiaries
Dr. C. V. Natraj chaired the said Meeting. jointly participated in a strategy workshop held on
December 11 & 12, 2019 to review the Company’s strategy
Terms and Conditions of appointment of across its businesses, future growth, performance of its key
Independent Directors operating subsidiaries and updates on the Tata Business

All the Independent Directors of the Company have been Excellence Model (‘TBEM’).
appointed as per the provisions of the Act and the Listing During the year, as part of the induction programme,
Regulations. Formal letters of appointment are issued to
the Independent Directors after their appointment by Dr. C. V. Natraj and Mr. K. B. S. Anand, Independent Directors
the Members. As required by Regulation 46 of the Listing visited the Company’s plant at Mithapur and met the leadership
Regulations, the terms and conditions of their appointment teams there. The Directors spent entire day at the respective
have been disclosed on the website of the Company at plants to get a deeper insight on the Company’s operations.
https://www.tatachemicals.com/TCAID.htm. Pursuant to Regulation 46 of the Listing Regulations, the
details of such familiarisation programme during the year
Induction and Familiarisation Programme for FY 2019-20 are available on the website of the Company at
Directors
https://www.tatachemicals.com/FamiliarisationProgramme.htm.
The Company has a familiarisation programme for its
Independent Directors. The objective of the programme Appointment/Re-appointment of Directors
is to familiarise the Independent Directors to enable them As required under Regulation 26(4) and Regulation 36(3)
to understand the Company, its operations, strategies,
business, functions, policies, industry and environment of the Listing Regulations and Secretarial Standards - 2 on
in which it functions and the regulatory environment General Meetings issued by Institute of Company Secretaries
applicable to it and operations of its subsidiaries. These of India, particulars of Directors seeking appointment/
include orientation programme upon induction of new re-appointment at this AGM are given in the Notice of the
Directors as well as other initiatives to update the Directors AGM which forms part of this Annual Report.
on a continuous basis. An induction kit is provided to new Code of Conduct
Directors which includes the Annual Report, overview
of the Company and its operating subsidiaries, charters The Company has adopted the TCoC for its Whole-time
of the Committees, annual Board/Committee Meeting Directors, Senior Management Personnel and other
calendar, TCoC, Code of Conduct for Non-Executive Executives which is available on the website of the Company
Directors including Independent Directors, Company’s at https://www.tatachemicals.com/TCOC.htm.
Code of Conduct for Prevention of Insider Trading and The Board has also adopted a Code of Conduct
Code of Corporate Disclosure Practices, etc. Meetings with
for Non-Executive Directors, which incorporates the
Business/Functional Heads are organised to provide a brief
on the businesses/functions. duties of Independent Directors as laid down in
Schedule IV of the Act (‘Code for Independent Directors’)
Pursuant to Regulation 25(7) of the Listing Regulations, the and Regulation 17(5) of the Listing Regulations and
Company imparted various familiarisation programmes the same is available on the website of the Company at
to its Directors including review of long-term strategy, https://www.tatachemicals.com/TCOCNED.htm.
industry outlook, regulatory updates at the Board and Audit As on March 31, 2020, all the Board Members and Senior
Committee Meetings, Corporate Social Responsibility, Data Management of the Company have affirmed compliance
Analytics, Cyber Security, Tax, Digital and Litigation updates. with their respective Codes of Conduct. A declaration to this
Besides the above, presentation on Risk Management, effect duly signed by the Managing Director & CEO forms
HR processes and people strategy, Safety and Sustainability part of this Report.
initiatives of the Company are made at their respective
Committees where some of the Independent Directors Apart from reimbursement of expenses incurred in discharging
are also members. The Directors are also kept continuously their duties and the remuneration that the Directors would

128 I INTEGRATED ANNuAL REPORT 2019-20