Page 132 - Tata_Chemicals_yearly-reports-2019-20

The gap between two Meetings did not exceed one hundred where Internal Audit Reports are discussed. The Committee,
and twenty days. The necessary quorum was present for all from time to time, also invites such of the executives, as it
the Meetings of the Committee. considers appropriate, to be present at the Meetings.
Composition and Attendance During the year under review, the Committee reviewed
the key audit findings covering operational, financial and
No. of compliance areas, internal financial controls and financial
Name of the Member Category Meetings reporting systems. The Audit Committee also reviewed the
attended reports on leadership of business ethics, reports on dealings
Mr. Nasser Munjee (Chairperson)* ID 4 under Prohibition of Insider Trading Regulations and Related
Dr. Y. S. P. Thorat** ID 5 Party Transactions. The Chairperson of the Audit Committee
Ms. Padmini Khare Kaicker ID 9 briefs the Board about the significant discussions at the
(Chairperson) # Audit Committee Meetings. The minutes of each of the Audit
Ms. Vibha Paul Rishi @ ID 5 Committee Meeting are placed in the next Meeting of the
Mr. S. Padmanabhan NED 9 Board.
Dr. C. V. Natraj @ ID 5 Mr. Nasser Munjee, former Chairperson of the
ID - Independent Director; NED - Non-Executive Director Audit Committee, was present at the last AGM held on
* Retired as Independent Director of the Company July 8, 2019. Ms. Padmini Khaire Kaicker, Chairperson of the
w.e.f. August 20, 2019 upon completion of tenure and accordingly Audit Committee, was also present at the last AGM held on
ceased as the Chairperson and Member of the Committee with effect July 8, 2019.
from that date
4. Nomination and Remuneration Committee
** Retired as Independent Director of the Company
w.e.f. August 20, 2019 upon completion of tenure and accordingly The role of the Nomination and Remuneration Committee
ceased as a Member of the Committee with effect from that date (‘NRC’) is to oversee the selection of Directors and Senior
Management Personnel based on criteria related to the
# Appointed as the Chairperson of the Committee specific requirement of expertise and independence.
w.e.f. August 21, 2019
The NRC evaluates the performance of Directors and
@ Appointed as a Member of the Committee w.e.f. August 8, 2019 Senior Management Personnel based on the expected
performance criteria. NRC also recommends to the Board the
Mr. Nasser Munjee, former Chairperson of the remuneration payable to Directors and Senior Management
Audit Committee, is an eminent economist and leading Personnel of the Company.
banker. Ms. Padmini Khare Kaicker, Chairperson of the
Audit Committee is a Chartered Accountant, Certified Terms of Reference
Public Accountant (uSA) and the Managing Partner of The Board has adopted a charter of the NRC for its smooth
B. K. Khare & Co., one of the leading and respected Indian functioning covering aspects relating to composition,
Accounting Firms. All Members of the Audit Committee are responsibilities, evaluation process, remuneration, Board
financially literate. development and reviewing HR strategy. The key terms of
reference of the NRC, inter alia, are:
The Company Secretary acts as the Secretary to the Audit
Committee. The composition of the Committee is in • Make recommendations to the Board regarding the
conformity with Section 177 of the Act and Regulation 18(1) setup and composition of the Board;
of the Listing Regulations. • Identify persons who are qualified to become directors
and who may be appointed in senior management in
The Chairperson of the Audit Committee has one on one accordance with the criteria laid down and recommend
meetings both with the Internal Auditor and the Statutory to the Board of Directors their appointment and
Auditors to discuss key concerns on periodic basis. removal;
The Managing Director & CEO, Executive Director, • Formulate the criteria for determining qualifications,
Chief Financial Officer, Statutory Auditor and Controller positive attributes and independence of a Director
- Risk & Internal Auditor attend and participate in all the and recommend to the Board a policy, relating to
Meetings of the Committee. The Chief Operating Officers the remuneration of the Directors, Key Managerial
and Chief Human Resources Officer attend the Meetings Personnel (‘KMP’) and other employees;

130 I INTEGRATED ANNuAL REPORT 2019-20