Page 173 - 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

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

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