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Integrated report Statutory reportS FInancIal StatementS
Board's Report

Annexure 3 to Board’s Report
Criteria for Determining Qualifications, Positive

Attributes and Independence of Directors

1. Definition of Independence 5. not achieve or attempt to achieve any undue gain or
• a director will be considered as an ‘Independent advantage either to himself or to his relatives, partners,
director’ (‘Id’) if the person meets with the criteria for or associates.
‘Independent director’ as laid down in the Companies 6. not assign his office.
act, 2013 (‘the act’) and SeBI (listing obligations and additionally, the directors on the Board of a tata company
disclosure requirements) regulations 2015 (‘listing are also expected to demonstrate high standards of ethical
regulations’). behaviour, strong interpersonal and communication skills
• the definition of Independent director is as provided in and soundness of judgement.
the act and listing regulations. Ids are also expected to abide by the ‘Code for Independent
• Current and ex-employees of a tata company may directors’ as outlined in Schedule IV to Section 149(8) of
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be considered as independent only if he/she has or the act and adopted by the Board. the Code specifies
had no pecuniary relationship with any tata company the guidelines of professional conduct, role and function
(due to employment/receipt of monthly pension by and duties of Independent directors. the guidelines of
way of Special retirement Benefits/holding consultant professional conduct specified in the Code are as follows:
or advisor positions) during the two immediately an Independent director shall:
preceeding financial years or during the current 1. uphold ethical standards of integrity and probity;
financial year.
2. Qualifications of Directors 2. act objectively and constructively while exercising his
duties;
• Boards will ensure that a transparent board nomination 3. exercise his responsibilities in a bona fide manner in the
process is in place that encourages diversity of thought, interest of the company;
experience, knowledge, perspective, age and gender. 4. devote sufficient time and attention to his professional
• It is expected that boards have an appropriate blend of obligations for informed and balanced decision
functional and industry expertise. making;
• While recommending appointment of a director, it 5. not allow any extraneous considerations that will vitiate
is expected that the nomination and remuneration his exercise of objective independent judgement in
Committee (‘nrC’) consider the manner in which the paramount interest of the company as a whole,
the function and domain expertise of the individual while concurring in or dissenting from the collective
contributes to the overall skill-domain mix of the Board. judgement of the Board in its decision making;
• Ids ideally should be thought/practice leaders in their 6. not abuse his position to the detriment of the company
respective functions/domains. or its shareholders or for the purpose of gaining direct
3. Positive attributes of Directors or indirect personal advantage or advantage for any
directors are expected to comply with duties as provided in associated person;
the act. For reference, the duties of the directors as provided 7. refrain from any action that would lead to loss of his
by the act are as follows: independence;
1. act in accordance with the articles of the company. 8. where circumstances arise which make an
2. act in good faith in order to promote the objects of the independent director lose his independence, the
company for the benefit of its members as a whole and independent director must immediately inform the
in the best interests of the company, its employees, the Board accordingly;
shareholders, the community and for the protection of 9. assist the company in implementing the best corporate
environment. governance practices.
3. exercise duties with due and reasonable care, skill and On behalf of the Board of Directors
diligence and exercise independent judgement. Bhaskar Bhat R. Mukundan
4. not be involved in a situation in which he may have a Director Managing Director & CEO
direct or indirect interest that conflicts, or possibly may
conflict, with the interest of the company. Bengaluru, May 15, 2020 Mumbai, May 15, 2020
1 ‘tata company’ shall mean every company in which tata Sons private limited or tata Industries limited or any company promoted by tata Sons private limited or
tata Industries limited is promoter or a company in which such companies whether singly or collectively hold directly or indirectly 26% or more of the paid-up equity
share capital or in which the shareholding of such companies represents the largest Indian holding apart from holdings of financial institutions/mutual funds or a
company which is permitted by tata Sons private limited to use the tata brand name.

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