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8.   Safety, Health, Environment and Sustainability      Composition and Attendance
               Committee
                                                                                                      No. of
               The Safety, Health, Environment and Sustainability   Name of the Member      Category Meetings
               (‘SHES’) Committee of the Company was constituted on                                 attended
               August 8, 2019 upon splitting of CSR, Safety and   Ms. Vibha Paul Rishi (Chairperson)  ID  2
               Sustainability Committee. The SHES Committee is entrusted   Mr. S. Padmanabhan  NED      2
               with the specific responsibility of reviewing and monitoring   Mr. R. Mukundan  MD & CEO  2
               the health, environment and safety framework and   Mr. Zarir Langrana          ED        2
               sustainable development.  The overall roadmap as well as      ID - Independent Director; NED - Non-Executive Director; MD & CEO -
               specific issues of concern including those related to safety   Managing Director & Chief Executive Officer; ED - Executive Director
               and climate change is reviewed in detail.
                                                             9.  Risk Management Committee
               Terms of Reference
                                                                 Regulation  21 of  the Listing  Regulations  mandates top
               The terms of reference of the SHES Committee, inter alia, are   500 listed entities based on market capitalisation as at the
               as under:
                                                                 end of the immediate previous financial year to constitute
               •   Provide guidance to the management to ensure that   a Risk  Management  Committee (‘RMC’) with effect from
                   all long-term strategic proposals made to the Board   April 1, 2019. The Company had constituted a RMC of the
                   include safety, health, environment and sustainability   Board in February 2015.
                   implications;
                                                                 The primary role of the RMC is that of assisting the Board of
               •   Review and monitor the sustainability, environmental,   Directors in overseeing the Company’s risk management
                   safety and health policies and activities across the Tata   processes and controls. RMC, through the Enterprise Risk
                   Chemicals Group on behalf of the Board to ensure that   Management in the Company, seeks to minimise adverse
                   the Group is in compliance with appropriate laws and   impact on the business objectives and enhance stakeholder
                   legislation;                                  value. The Board has adopted a charter for the functioning
                                                                 of the RMC covering the composition, meetings, quorum,
               •   Encourage, assist, support and counsel management in   responsibilities, etc.
                   developing short and long term policies and standards
                   to ensure that the principles set out in the sustainability,      Terms of Reference
                   safety, health  and environmental,  health  and  safety      The terms of reference of the RMC, inter alia, are as under:
                   policies are being adhered to and achieved;
                                                                 •   Review the Company’s risk governance structure,
               •   Review and recommend to the Board the annual budget   risk assessment and risk management practices and
                   for the SHES Audit plans and related improvement   guidelines, policies and procedures for risk assessment
                   plans and report regularly to the Board on Committee   and risk management;
                   findings, recommendations, and any other matters the
                   Committee deems appropriate;                  •   Review and approve the Enterprise Risk Management
                                                                     (ERM) framework;
               •   Investigate or  cause  to be  investigated,  any
                   extraordinary negative sustainability, environment,      •   Review the  Company’s  risk  appetite  and  strategy
                                                                     relating to key risks, including market risk, cyber
                   health and safety performance or issues of asset
                   integrity which can impact safety, health, environment   security risk, product risk and reputational risk, as well
                   and sustainability where appropriate.             as the guidelines, policies and processes for monitoring
                                                                     and mitigating such risks;
               Meetings Held                                     •   Oversee Company’s process and policies for
               During FY 2019-20, two (2) Meetings were held on the   determining risk tolerance and review management’s
               following dates :                                     measurement and comparison of overall risk tolerance
               •  October 7, 2019   •  February 24, 2020             to established levels;
               The necessary quorum was present for all the Meetings of      •   Review and analyse risk exposure related to specific
               the Committee.                                        issues and provide oversight of risk across organisation;


           136  I  INTEGRATED ANNuAL REPORT 2019-20
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