Page 167 - Tata Chemical Annual Report_2022-2023

Integrated Annual Report 2022-23 01-83 84-192 193-365
Integrated Report Statutory Reports Financial Statements
Corporate Governance Report

Corporate Governance Report Category and Attendance of Directors:

The category of Directors, attendance at Board Meetings held during the Financial Year (‘FY’) under review, the number of Directorships/
Chairpersonships and Committee positions held by them in other public limited companies and Directorships held by them in other
listed entities as on March 31, 2023 are as follows:
In a free enterprise, the community is not just another stakeholder in business, but is in fact the very

purpose of its existence Sr. No. Name of the Director No. of Board Number of Directorships Number of committee Directorships in other listed entities
- Jamsetji Tata Meetings in other public limited positions held in
attended in the companies* other public limited
year (Total 6 companies**
Meetings) Chairperson Member Chairperson Member Name of the listed entity Category of
1. Company’s Philosophy on Corporate C and D of Schedule V and clauses (b) to (i) and (t) of (including debt listed) Directorship
Governance Regulation 46(2) of the SEBI (Listing Obligations and Non-Executive Non-Independent Directors
The Company strongly believes that having a robust Disclosure Requirements) Regulations, 2015 (‘SEBI 1. Mr. N. Chandrasekaran 6 7 - - - Tata Motors Limited NE-NID
governance structure is the stepping stone for every Listing Regulations’) as applicable with regard to Chairman Tata Steel Limited NE-NID
(DIN: 00121863)
milestone ahead. The Company further asserts that good Corporate Governance. The Tata Power Company Limited NE-NID
The Indian Hotels Company Limited
NE-NID
Corporate Governance fosters long-term corporate goals Tata Consumer Products Limited NE-NID
and enhances stakeholders’ value. The Company has always 2. Board of Directors Tata Consultancy Services Limited NE-NID
been committed to the Tata Code of Conduct (‘TCoC’) Composition of the Board 2. Mr. S. Padmanabhan 6 - 2 - 1 - -
that enunciates and imbibes principles, values and ideals The Company has an active, experienced, diverse and a (DIN: 00306299)
guiding and governing the conduct of all Tata companies well-informed Board. The Board along with its Committees
as well as its employees in all matters relating to business. undertakes its fiduciary duties keeping in mind the interests Independent Directors
The Company’s overall governance framework, systems of all its stakeholders and the Company’s Corporate 3. Ms. Vibha Paul Rishi 6 - 4 2 2 Asian Paints Limited ID
and processes reflect and support its Mission, Vision and Governance philosophy. The Company has an optimum (DIN: 05180796) ICICI Bank Limited ID
Values and also guide the Company on its journey towards combination of Executive and Non-Executive Directors ICICI Prudential Life Insurance Company ID
Limited
continued success. which is in conformity with Regulation 17 of the SEBI Listing Piramal Pharma Limited ID
Regulations read with Sections 149 and 152 of the Act. The 4. Ms. Padmini Khare Kaicker 6 - 5 3 2 Rallis India Limited ID
The Company’s business strategies are guided by its Board periodically evaluates the need for change in its (DIN: 00296388) Kotak Mahindra Investments Limited ID
^
philosophy on Corporate Governance which ensures fiscal composition and size. J B Chemicals and Pharmaceuticals Limited ID
accountability, ethical corporate behaviour and fairness Bosch Limited ID
to all stakeholders comprising regulators, employees, In terms of Regulation 17 of the SEBI Listing Regulations, Blue Dart Express Limited ID
customers, vendors, investors and the society at large. at least 50% of the Board should comprise Non-Executive 5. Dr. C. V. Natraj 6 - 2 - 1 Rallis India Limited ID
Independent Directors with at least one Woman Director. (DIN: 07132764)
The Company has adopted a Code of Conduct for its Out of total 9 Directors as on March 31, 2023, the 6. Mr. K. B. S. Anand 6 1 4 1 3 Borosil Limited ID
employees, Executive Directors as well as for its Non- Independent Directors constitute 55.56% of the Board. The (DIN: 03518282) Lupin Limited ID
Executive Directors including Independent Directors which Company has 2 Women Directors on the Board as on the said UFO Moviez India Limited ID
suitably incorporates the duties of Independent Directors date who are holding their office as Independent Directors. Bharat Forge Limited ID
as laid down in the Companies Act, 2013 (‘the Act’). The Galaxy Surfactants Limited ^ ID
Company’s governance guidelines cover aspects mainly Detailed profile of the Directors is available on the 7. Mr. Rajiv Dube 6 - 2 1 1 Tata International Limited ID
ID
(DIN: 00021796)
Tata Investment Corporation Limited
relating to composition and role of the Board, Chairman Company’s website at https://www.tatachemicals.com/ Executive Directors
and Directors, Board diversity and Committees of the Board. DirectorsProfile.htm. The Board met six (6) times during 8. Mr. R. Mukundan 6 - 2 - 3 Rallis India Limited NE-NID
FY 2022-23 on the following dates: – MD & CEO Tata International Limited ^ NE-NID
The Company’s Corporate Governance philosophy has (DIN: 00778253)
been further strengthened through the Tata Business • April 29, 2022 • August 9, 2022 9. Mr. Zarir Langrana – ED 6 - - - - - -
Excellence Model, the Tata Code of Conduct for Prevention (DIN: 06362438)
of Insider Trading and the Code of Corporate Disclosure • October 27, 2022 • December 6, 2022 MD & CEO – Managing Director & Chief Executive Officer; ED – Executive Director; NE-NID – Non-Executive Non-Independent Director; ID – Independent Director
Practices and adoption of Anti-Bribery & Anti-Corruption, • February 1, 2023 • March 31, 2023 *Excludes Directorships/Chairpersonships in private limited companies, foreign companies, companies registered under Section 8 of the Act, Government Bodies
Anti-Money Laundering and Tata Business and Human and Alternate Directorships
Rights Policies. The gap between two Meetings did not exceed 120 days **Represents Chairpersonships/Memberships of Audit and Stakeholders Relationship Committees in all public limited companies as required under Regulation
and the Meetings were conducted in compliance with all 26(1)(b) of the SEBI Listing Regulations
The Company has adhered to the requirements applicable laws. The necessary quorum was present for all ^Debt listed company
stipulated under Regulations 17 to 27 read with Para the Board Meetings.

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