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Integrated Annual Report 2021-22

Corporate Governance Report

Business need to go beyond the interest of their companies to the communities they serve

- Ratan Tata

1. Company’s Philosophy on Corporate the SEBI (Listing Obligations and Disclosure Requirements)
Governance Regulations, 2015 (‘SEBI Listing Regulations’) as applicable
The Company strongly believes that having a robust with regard to Corporate Governance.
governance structure is the stepping stone for every 2. Board of Directors
milestone ahead. The Company further asserts that good
Corporate Governance fosters long-term corporate goals Composition of the Board
and enhances stakeholders’ value. The Company has always The Company has an active, experienced, diverse and a
been committed to the Tata Code of Conduct (‘TCoC’) that well-informed Board. The Board along with its Committees
enunciates and imbibes principles, values and ideals guiding undertakes its fiduciary duties keeping in mind the interests
and governing the conduct of all Tata companies as well as its of all its stakeholders and the Company’s Corporate
employees in all matters relating to business. The Company’s Governance philosophy. The Company has an optimum
overall governance framework, systems and processes reflect combination of Executive and Non-Executive Directors
and support its Mission, Vision and Values and also guide the which is in conformity with Regulation 17 of the SEBI Listing
Company on its journey towards continued success. Regulations read with Sections 149 and 152 of the Act.
The Board periodically evaluates the need for change in its
The Company’s business strategies are guided by its composition and size.
philosophy on Corporate Governance which ensures fiscal
accountability, ethical corporate behaviour and fairness to all In terms of Regulation 17 of the SEBI Listing Regulations,
stakeholders comprising regulators, employees, customers, at least 50% of the Board should comprise Non-Executive
vendors, investors and the society at large. Independent Directors with at least one Woman Director.
Out of total 9 Directors as on March 31, 2022, the
The Company has adopted a Code of Conduct for Non-Executive Independent Directors constitute 55.56%
its employees, Executive Directors as well as for its of the Board. The Company has 2 Women Directors on the
Non-Executive Directors including Independent Directors Board as on the said date who are holding their office as
which suitably incorporates the duties of Independent Non-Executive Independent Directors.
Directors as laid down in the Companies Act, 2013 (‘the Act’).
The Company’s governance guidelines cover aspects mainly Detailed profile of the Directors is available on the Company’s
relating to composition and role of the Board, Chairman and website at https://www.tatachemicals.com/DirectorsProfile.
Directors, Board diversity and Committees of the Board. htm. The Board met seven (7) times during FY 2021-22 on
the following dates:
The Company’s Corporate Governance philosophy has been • May 3, 2021 • July 21, 2021
further strengthened through the Tata Business Excellence
Model, the Tata Code of Conduct for Prevention of Insider • August 5, 2021 • October 27, 2021
Trading and the Code of Corporate Disclosure Practices and • December 2, 2021 • February 10, 2022
adoption of Anti-Bribery & Anti-Corruption, Anti-Money • March 30, 2022
Laundering and Tata Business and Human Rights Policies.
The gap between two Meetings did not exceed 120 days
The Company has adhered to the requirements stipulated and the Meetings were conducted in compliance with all
under Regulations 17 to 27 read with Para C and D of applicable laws. The necessary quorum was present for all
Schedule V and clauses (b) to (i) and (t) of Regulation 46(2) of the Board Meetings.

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