Page 126 - Tata_Chemicals_yearly-reports-2021-22

Integrated Annual Report 2021-22

March 29, 2022 as required under Schedule IV to the Act analysts, cyber security, Safety and Sustainability initiatives,
(Code for Independent Directors) and Regulation 25(3) of the Talent pipeline, HR Strategy and Succession planning, etc.
SEBI Listing Regulations. At their Meeting, the Independent are made at the respective Committee Meetings where
Directors reviewed the performance of Non-Independent some of the Independent Directors are also Members.
Directors and the Board as a whole including the Chairman The Directors are also regularly updated by sharing
of the Board after taking the views of Executive and various useful reading material/newsletters relating to
Non-Executive Directors and also assessed the quality, the Company’s performance, operations, business
quantity and timeliness of flow of information between the highlights, developments in the industry, sustainability
Management and the Board that is necessary for the Board to initiatives, customer-centric initiatives, its market and
effectively and reasonably perform their duties. competitive position on the Board Application.
The Meeting was attended by all the Independent Directors The Directors from time to time get an opportunity to visit
as on that date and Dr. C. V. Natraj chaired the said Meeting. the Company’s plants where plant heads apprise them of
the operational and sustainability aspects to enable them to
Terms and Conditions of appointment of Independent have full understanding on the activities of the Company and
Directors initiatives undertaken on safety, quality, CSR, sustainability,
etc. In view of the ongoing restrictions due to the COVID-19
All the Independent Directors of the Company have been
appointed as per the provisions of the Act and the SEBI pandemic, physical visit(s) to the Company’s plants/R&D
Listing Regulations. Formal letters of appointment are issued centres was deferred during the year under review.
to the Independent Directors after their appointment by the Pursuant to Regulation 46 of the SEBI Listing Regulations,
Members. As required by Regulation 46 of the SEBI Listing the details of such familiarisation programmes during
Regulations, the terms and conditions of their appointment FY 2021-22 are available on the website of the Company at
https://www.tatachemicals.com/familiarisation-directors-
have been disclosed on the website of the Company at fy-21-22.pdf.
https://www. tatachemicals.com/TCAID.htm.
During the year under review, a full day offsite strategy
Induction and Familiarisation Programme for Board Meeting was organised which provided the Board
Directors an opportunity to comprehend the Company’s footprint in
The Company has a familiarisation programme for its the industry and also interact with the Company’s Senior
Independent Directors with an objective to enable them to Leadership team that provided a good perspective of the
understand the Company, its operations, strategies, business, future opportunities and challenges.
functions, policies, industry and environment in which it
functions and the regulatory environment applicable to it Re-appointment of Director
and operations of its subsidiaries. These include orientation As required under Regulation 36(3) of the SEBI Listing
programmes upon induction of new Directors as well as Regulations and Secretarial Standard - 2 on General Meetings
other initiatives to update the Directors on a continuous issued by the Institute of Company Secretaries of India,
basis. An induction kit is provided to new Directors which particulars of the Director seeking re-appointment are given
includes the Annual Report, overview of the Company and in the Notice of the AGM which forms part of this
its operating subsidiaries, charters of the Committees, annual Integrated Annual Report.
Board and Committee Meetings calendar, TCoC, Code of
Conduct for Non-Executive Directors including Independent Code of Conduct
Directors, Company’s Code of Conduct for Prevention of The Company has adopted the TCoC for its Whole-time
Insider Trading and Code of Corporate Disclosure Practices, Directors, Senior Management and other Executives
etc. Meetings with Business/Functional Heads are organised which is available on the website of the Company at
to provide a brief on the businesses/functions. https://www.tatachemicals.com/TCOC.htm.
Pursuant to Regulation 25(7) of the SEBI Listing Regulations, The Board has also adopted a Code of Conduct for
the Company imparted various familiarisation programmes Non-Executive Directors, which incorporates the duties
to its Directors including review of long-term strategy, of Independent Directors as laid down in Schedule IV to
industry outlook, regulatory updates at the Board and the Act (‘Code for Independent Directors’) and Regulation
Committee Meetings, Tax and Litigation updates. Besides the 17(5) of the SEBI Listing Regulations and the same
above, presentation on Risk Management, benchmarking is available on the website of the Company at
with peers on financial performance, interaction with https://www.tatachemicals.com/TCOCNED.htm.

124