Page 125 - Tata_Chemicals_yearly-reports-2021-22

01 INTEGRATED 73 STATUTORY 178 FINANCIAL
REPORT
REPORTS
STATEMENTS
Corporate
Governance Report
Board Procedure In compliance with the relaxations granted by the MCA due
For seamless scheduling of Meetings, the calendar of to the restrictions imposed by the COVID-19 pandemic,
Meetings of the Board and its Committees is circulated and the Company has conducted most of its Board and
agreed upon at the beginning of the year. Committee Meetings through VC during the year under
review.
The Company Secretary tracks and monitors the Board and
its Committees proceedings to ensure that the terms of Independent Directors
reference/charters are adhered to, decisions are properly Independent Directors play a vital role in the governance
recorded in the minutes and actions on the decisions are processes of the Board by enhancing corporate credibility,
tracked. The terms of reference/charters are amended and governance standards and in risk management. Their
updated from time to time in order to keep the functions increased presence in the boardroom has been hailed as a
and role of the Board and its Committees at par with the harbinger for striking a right balance between individual,
changing statutes. Meeting effectiveness is ensured through economic and social interests.
detailed agenda, circulation of material in advance and as per
statutory timelines, detailed presentations at the Meetings The Company currently has 5 Non-Executive Independent
and tracking of action taken reports at every Meeting. Directors (including 2 Women Directors) which comprise
Additionally, based on the agenda, Meetings are attended 55.56% of the total strength of the Board of Directors.
by Members of the senior leadership as invitees which The maximum tenure of the Independent Directors is in
bring in the requisite accountability and also provide accordance with the Act and the SEBI Listing Regulations.
developmental inputs. The Nomination and Remuneration Committee identifies
candidates based on certain criteria laid down and takes
The Board plays a critical role in the strategy development into consideration the need for diversity of the Board which,
of the Company. To enable the Board to discharge its inter alia, includes skills, knowledge and experience and
responsibilities effectively and take informed decisions, the accordingly makes its recommendations to the Board.
Managing Director & CEO apprises the Board on the overall
performance of the Company every quarter including the Independence of Directors
performance of the overseas operating subsidiaries. The Company has received a declaration from the
Independent Directors confirming that they meet the
The Board periodically reviews the strategy, annual business criteria of independence as prescribed under Section 149(6)
plan, business performance of the Company and its key of the Act read with Regulation 16(1)(b) of the SEBI Listing
subsidiaries, technology and innovation, quality, customer Regulations. In terms of Regulation 25(8) of the SEBI Listing
centricity, capital expenditure budgets and risk management, Regulations, the Independent Directors have confirmed that
safety and environment matters. Amongst other things, they are not aware of any circumstances or situations which
the Board also reviews the compliance reports of the laws exist or may be reasonably anticipated that could impair or
applicable to the Company, internal financial controls and impact their ability to discharge their duties.
financial reporting systems, minutes of the Board Meetings
of the Company’s subsidiary companies, adoption of In the opinion of the Board, the Independent Directors fulfil
quarterly/half-yearly/annual results, corporate restructuring, the conditions of independence specified in the Act and
transactions pertaining to purchase/disposal of property, the SEBI Listing Regulations and are independent of the
minutes of the Meetings of the Audit and other Committees Management.
of the Board. Further, the Independent Directors have in terms of
Section 150 of the Act read with Rule 6 of the Companies
In addition to the information required under Regulation
17(7) read with Part A of Schedule II to the SEBI Listing (Appointment & Qualification of Directors) Rules, 2014, as
Regulations which is required to be placed before the Board, amended, confirmed that they have enrolled themselves in
the Directors are also kept informed of major events. the Independent Directors’ Databank maintained with the
Indian Institute of Corporate Affairs (‘IICA’). They are exempt
All the Board and Committee Meetings conducted are from the requirement to undertake the online proficiency
paperless with documents securely uploaded on the self-assessment test conducted by IICA.
Board Application and accessed online. This has resulted in
saving paper, reducing the cycle time to make documents Meeting of Independent Directors
available to the Board/Committee Members and increasing During the year under review, one (1) Meeting of the
confidentiality. Independent Directors of the Company was held on

123