Page 84 - Tata_Chemicals_yearly-reports-2021-22

Integrated Annual Report 2021-22

The Independent Directors of the Company have confirmed The list of core skills, expertise and competencies of the
that they have enrolled themselves in the Independent Board of Directors as are required in the context of the
Directors’ Databank maintained with the Indian Institute businesses and sectors applicable to the Company are
of Corporate Affairs (‘IICA’) in terms of Section 150 of the identified by the Board and are available with the Board.
Act read with Rule 6 of the Companies (Appointment & The Director have also reviewed the list of core skills,
Qualification of Directors) Rules, 2014. expertise and competencies which were mapped against
them. The same is disclosed in the Corporate Governance
Details of Familiarisation Programme for the Independent Report forming part of this Integrated Annual Report.
Directors are provided separately in the Corporate
Governance Report which forms a part of this Integrated Scientific Advisory Board
Annual Report. The Board has constituted a Scientific Advisory Board
consisting of scientists with relevant domain expertise under
During the year under review, the Non-Executive Directors of the Chairmanship of Dr. C. V. Natraj, Independent Director
the Company had no pecuniary relationship or transactions of the Company with a view to synergise the Research &
with the Company, other than sitting fees, commission Development initiatives at the Company’s Innovation Centre
and reimbursement of expenses incurred by them for the and Research & Development Centres of Rallis India Limited
purpose of attending meetings of the Board/Committees of (Crop Care and Seeds). Further details in this regard are
the Company. provided in the Corporate Governance Report.
Key Managerial Personnel (‘KMP’) Criteria for determining Qualifications, Positive
Pursuant to the recommendation of the Nomination & Attributes and Independence of a Director
Remuneration Committee (‘NRC’) and Audit Committee, The NRC has formulated the criteria for determining
the Board appointed Mr. Nandakumar S. Tirumalai as the qualifications, positive attributes and independence of
Chief Financial Officer and Key Managerial Personnel of the Directors in terms of provisions of Section 178(3) of the Act
Company with effect from April 1, 2021. and the SEBI Listing Regulations. The relevant information has
been given in Annexure 2 which forms part of this Report.
In terms of the provisions of Section 2(51) and Section 203 of
the Act, the following are the KMP of the Company: Board Evaluation
• Mr. R. Mukundan, Managing Director & CEO The Board has carried out the annual evaluation of its own
performance and that of its Committees and individual
• Mr. Zarir Langrana, Executive Director Directors for the year pursuant to the provisions of the Act
• Mr. Nandakumar S. Tirumalai, Chief Financial Officer and the SEBI Listing Regulations. The exercise of performance
evaluation was carried out electronically through a secure
• Mr. Rajiv Chandan, General Counsel & Company Secretary application. This resulted in saving paper, reducing the cycle
time to make documents available to the Board/Committee
Procedure for Nomination and Appointment of Members and in increasing confidentiality and accuracy.
Directors
The performance of the Board and individual Directors was
The NRC is responsible for developing competency evaluated by the Board after seeking inputs from all the
requirements for the Board based on the industry and Directors. The criteria for performance evaluation of the
strategy of the Company. The Board composition analysis Board included aspects such as Board composition and
reflects in-depth understanding of the Company, including structure, effectiveness of Board processes, contribution in
its strategies, environment, operations, financial condition the long-term strategic planning, etc. The performance of the
and compliance requirements. Committees was evaluated by the Board after seeking inputs
The Committee is also responsible for reviewing the profiles from the Committee Members. The criteria for performance
of potential candidates vis-à-vis the required competencies evaluation are broadly based on the Guidance Note issued
and meeting the potential candidates prior to making by SEBI on Board Evaluation.
recommendations of their nomination to the Board. At the The Chairman of the Board had one-on-one meetings
time of appointment, specific requirements for the position with each Independent Director and the Chairman of the
including expert knowledge expected is communicated to NRC had one-on-one meetings with each Executive and
the appointee. Non-Executive, Non-Independent Directors.

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