Page 172 - Tata Chemical Annual Report_2022-2023

Integrated Annual Report 2022-23 01-83 84-192 193-365
Integrated Report
secure attendance of outsiders with relevant expertise, findings covering operational, financial and compliance
if considered necessary. Apart from the above, the Audit areas, internal financial controls and financial reporting
Committee also exercises the role and powers entrusted systems. The Audit Committee also reviewed the reports
upon it by the Board of Directors from time to time. on Leadership of Business Ethics as well as Business &
Human Rights, reports on dealings under Prohibition of
Meetings Held Insider Trading Regulations and statement of significant
During FY 2022-23, nine (9) Meetings of the Audit Related Party Transactions. The Chairperson of the Audit
Committee were held on the following dates: Committee briefs the Board at its Meetings about the
significant discussions at each of the Audit Committee
• April 29, 2022 • June 21, 2022 Meetings including the internal audit matters. The minutes
• August 9, 2022 • August 29, 2022 of each of the Audit Committee Meetings are placed in the
next Meeting of the Board after they are confirmed by
• October 27, 2022 • January 12, 2023 the Committee.
• February 1, 2023 • March 10, 2023 Ms. Padmini Khare Kaicker, Chairperson of the Audit
• March 30, 2023 Committee, was present during the last e-AGM held on
July 6, 2022.
The gap between two Meetings did not exceed 120 days.
Necessary quorum was present for all the Meetings of 4. Nomination and Remuneration Committee
the Committee. The Nomination and Remuneration Committee (‘NRC’) is
constituted and functions in accordance with Section 178
Composition and Attendance of the Act, Regulation 19 of the SEBI Listing Regulations and
No. of No. of its Charter as approved by the Board.
Name of the Member Category Meetings Meetings The role of the NRC is to oversee the selection of Directors
held attended
and Senior Management based on criteria related to the
Ms. Padmini Khare ID 9 8
Kaicker (Chairperson) specific requirement of expertise and independence. The
Ms. Vibha Paul Rishi ID 9 8 NRC evaluates the performance of Directors and Senior
Mr. S. Padmanabhan NED 9 9 Management based on the expected performance criteria.
Mr. K. B. S. Anand ID 9 9 The NRC also recommends to the Board the remuneration
payable to Directors and Senior Management of the
ID - Independent Director; NED - Non-Executive Director
Company. An annual working plan for the NRC Meetings
Independent Directors who are not Members of the Audit is agreed by the Members at the beginning of the year.
Committee also attend the Audit Committee Meetings as
permanent invitees. Terms of Reference
The Chief General Counsel & Company Secretary acts as the The Board has adopted a charter of the NRC for its smooth
Secretary to the Audit Committee. The composition of the functioning covering aspects relating to composition,
Committee is in conformity with Section 177 of the Act and responsibilities, evaluation process, remuneration, Board
Regulation 18(1) of the SEBI Listing Regulations. development and reviewing HR strategy. The key terms of
reference of the NRC, inter alia, are:
The Chairperson of the Audit Committee has one-on-one
meetings with both the Internal Auditors and the Statutory • Make recommendations to the Board regarding the
Auditors on a periodic basis to discuss key concerns, if any. setup and composition of the Board;
The Managing Director & CEO, Executive Director, Chief • Review the efficacy of HR practices including those
Financial Officer, Statutory Auditors and Chief Internal for leadership development, rewards and recognition,
Auditor attend and participate in all the Meetings of the talent management and succession planning
Committee. The Business Heads, Functional Heads and (specially for Board, KMP and Senior Management);
Chief Human Resources Officer attend the Meetings where • Identify persons who are qualified to become
Internal Audit Reports are discussed. The Committee, from Directors and who may be appointed in Senior
time to time, also invites such executives, as it considers Management in accordance with the criteria laid
appropriate, to be present at the Meetings. During the down and recommend to the Board of Directors their
year under review, the Committee reviewed the key audit appointment and removal;
170
Statutory Reports Financial Statements
Corporate Governance Report
• Support the Board and Independent Directors, as may Dr. C. V. Natraj, Chairman of the NRC, was present during
be required, in evaluation of the performance of the the last e-AGM held on July 6, 2022.
Board, its Committees and Individual Directors;
Board, Director Evaluation and Criteria for Evaluation
• Whether to extend or continue the term of In terms of the requirement of the Act and the SEBI Listing
appointment of the Independent Director, on the Regulations, during the year under review, the Board
basis of the report of performance evaluation of
Independent Directors; has carried out an annual performance evaluation of its
own performance, performance of the Directors as well
• On an annual basis, recommend to the Board the as the evaluation of the working of its Committees. This
remuneration payable to Directors, KMP and executive exercise was led by the Chairman of the NRC along with
team members of the Company; the Chairman of the Board.
• Devise a policy on Board diversity; Criteria for Evaluation
• Review HR and people strategy and its alignment with The performance evaluation criteria for Independent
the business strategy periodically or when a change Directors are determined by the NRC. An indicative list
is made to either; of factors on which evaluation was carried out includes
• Provide guidelines for remuneration of Directors on participation and contribution by a Director, commitment,
material subsidiaries; and effective deployment of knowledge and expertise, integrity
and maintenance of confidentiality and independence of
• Evaluate the balance of skills, knowledge and behaviour and judgement.
experience on the Board and prepare a description The overall functioning of the evaluation process reflected
of the role and capabilities required of an a high degree of engagement amongst the Board Members
Independent Director.
and their freedom to express views on matters transacted
at the Meetings.
Meetings Held
The procedure followed for the performance evaluation
During FY 2022-23, four (4) Meetings of the NRC were held
on the following dates: of the Board, its Committees and individual Directors is
• April 29, 2022 • August 29, 2022 detailed in the Board’s Report.
Remuneration of Directors and Key Managerial
• February 1, 2023 • March 31, 2023
Personnel
The necessary quorum was present for all the Meetings of The Company’s philosophy for remuneration of Directors,
the Committee. Key Managerial Personnel (‘KMP’) and all other employees
is based on the commitment of fostering a culture of
Composition and Attendance leadership with trust. The Company has adopted a Policy
Name of the Category No. of No. of for Remuneration of Directors, KMP and other employees
Member Meetings Meetings which is aligned to this philosophy.
held attended The said Policy is also uploaded on the website of the
Dr. C. V. Natraj ID 4 4 Company at https://www.tatachemicals.com/RemPolicy.htm.
(Chairman)
Ms. Vibha Paul Rishi ID 4 4 Executive Directors
Mr. S. Padmanabhan NED 4 4 The Company pays remuneration by way of salary, benefits,
ID - Independent Director; NED - Non-Executive Director perquisites and allowances (fixed component) and
commission (variable component) to its Executive Directors.
The composition and terms of reference of the NRC are in Annual increments are recommended by the NRC within
compliance with the provisions of Section 178(1) of the Act the salary scale approved by the Members of the Company
and Regulation 19 of the SEBI Listing Regulations. and are effective April 1 each year. The NRC recommends
the commission payable to the Executive Directors out
The Chairman of the NRC briefs the Board at its of the profits for the financial year and within the ceiling
Meetings about the significant discussions at each of the prescribed under the Act based on the performance of the
NRC Meetings. Company as well as that of the Executive Directors.
171