Page 114 - Tata_Chemicals_yearly-reports-2020-2021

Integrated Annual Report 2020-21

Board Procedure In compliance with the relaxations granted by the MCA
For seamless scheduling of Meetings, the calendar of due to the outbreak of Covid-19, the Company has also
Meetings of the Board and Committees is circulated and conducted its Board and Committee Meetings through
agreed upon at the beginning of the year. video conferencing during the year.
Independent Directors
The Company Secretary tracks and monitors the Board
and Committee proceedings to ensure that the terms of The Company currently has 5 Non-Executive Independent
reference/charters are adhered to, decisions are properly Directors (including 2 Women Directors) which comprise
recorded in the minutes and actions on the decisions are 55.56% of the total strength of the Board of Directors.
tracked. The terms of reference/charters are amended and During the year under review, the Board of Directors
updated from time to time in order to keep the functions and based on the recommendations made by the Nomination
role of the Board and Committees at par with the changing and Remuneration Committee appointed Mr. Rajiv Dube
statutes. Meeting effectiveness is ensured through clear as Non-Executive Independent Director with effect from
agenda, circulation of material in advance and as per statutory September 18, 2020 subject to approval of the shareholders.
timelines, detailed presentations at the Meetings and tracking During the year under review, none of the Independent
of action taken reports at every Meeting. Additionally, based Director(s) of the Company resigned.
on the agenda, Meetings are attended by Members of the
senior leadership as invitees, which brings in the requisite Independence of Directors
accountability and also provides developmental inputs. The Company has received a declaration from the
Independent Directors confirming that they meet the
The Board plays a critical role in the strategy development criteria of independence as prescribed under Section 149(6)
of the Company. To enable the Board to discharge its of the Act read with Regulation 16(1)(b) of the SEBI Listing
responsibilities effectively and take informed decisions, the Regulations. In terms of Regulation 25(8) of the SEBI Listing
Managing Director & CEO apprises the Board on the overall Regulations, the Independent Directors have confirmed that
performance of the Company every quarter including the they are not aware of any circumstances or situations which
performance of the overseas operating subsidiaries. exist or may be reasonably anticipated that could impair or
The Board periodically reviews the strategy, annual business impact their ability to discharge their duties.
plan, business performance of the Company and its key In the opinion of the Board, the Independent Directors fulfil
subsidiaries, technology and innovation, quality, customer the conditions of independence specified in the Act and
centricity, capital expenditure budgets and risk management, the SEBI Listing Regulations and are independent of the
safety and environment matters. Amongst other things, management.
the Board also reviews the compliance reports of the laws
applicable to the Company, internal financial controls and Further, the Independent Directors have in terms of
financial reporting systems, minutes of the Board Meetings Section 150 of the Act read with Rule 6 of the Companies
of the Company’s subsidiary companies, adoption of (Appointment & Qualification of Directors) Rules, 2014,
quarterly/half-yearly/annual results, corporate restructuring, confirmed that they have enrolled themselves in the
Independent Directors’ Databank maintained with the
transactions pertaining to purchase/disposal of property, Indian Institute of Corporate Affairs (‘IICA’). They are exempt
minutes of the Meetings of the Audit and other Committees from the requirement to undertake the online proficiency
of the Board.
self-assessment test conducted by IICA.
In addition to the information required under Regulation
17(7) read with Part A of Schedule II of the SEBI Listing Meeting of Independent Directors
Regulations which is required to be placed before the Board, During the year under review, one (1) meeting of the
the Directors are also kept informed of major events. Independent Directors of the Company was held on March
23, 2021 as required under Schedule IV to the Act (Code of
All the Board and Committee Meetings conducted are Independent Directors) and Regulation 25(3) of the SEBI
paperless with documents securely uploaded on the Listing Regulations. At their Meeting, the Independent
Board Application and accessed online. This has resulted in Directors reviewed the performance of Non-Independent
saving paper, reducing the cycle time to make documents Directors and the Board as a whole including the Chairman
available to the Board/Committee Members and increasing of the Board after taking the views of Executive Directors
confidentiality. and Non-Executive Directors and also assessed the quality,

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