Page 176 - 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

Name, designation and address of the Compliance Terms of Reference Composition and Attendance implementation and monitoring of CSR activities as
Officer The terms of reference of the RMC, inter alia, are as under: Name of the Member Category No. of No. specified under Schedule VII to the Act;
Mr. Rajiv Chandan • To formulate a detailed risk management policy which Meetings held of Meetings • Recommend the amount to be spent on CSR activities
Chief General Counsel & Company Secretary shall include: attended and review reports on performance of CSR;
Tata Chemicals Limited i. A framework for identification of internal Mr. K. B. S. Anand ID 4 4
Bombay House, 24 Homi Mody Street, Fort, and external risks specifically faced by the (Chairman) • Review and monitor the Company’s CSR policy and
Mumbai - 400 001 listed entity, in particular including financial, Mr. S. Padmanabhan NED 4 4 activities of the Company on behalf of the Board
Tel. No.: +91 22 6665 8282 operational, sectoral, sustainability (particularly Ms. Padmini Khare ID 4 3 to ensure that the Company is in compliance with
Kaicker
Email: investors@tatachemicals.com appropriate laws and legislations;
ESG related risks) information, cyber security Mr. R. Mukundan MD & CEO 4 4
risks or any other risk as may be determined by Mr. Zarir Langrana ED 4 4
The Company has taken various investor-friendly the Committee; Mr. Nandakumar CFO 4 4 • Provide guidance to Management to evaluate long
activities like encouraging investors to register their S. Tirumalai term strategic proposals (including technologies
email ids, facility for registration of email ids for the ii. Measures for risk mitigation including ID - Independent Director; NED - Non-Executive Director; MD & CEO - adopted) with respect to CSR implications;
limited purpose of receiving Annual Report and e-voting systems and processes for internal control of Managing Director & Chief Executive Officer; ED - Executive Director;
credentials for the e-AGM, activities and initiatives during identified risks; CFO - Chief Financial Officer • Formulate and recommend to the Board (including
the e-AGM and preparation of the Digital Annual Report iii. Business continuity plan The Chairman of the RMC briefs the Board at its any revisions thereto), an annual action plan in
for FY 2021-22 to enable a live feel of the Annual Report. Meetings about the significant discussions at each of pursuance of the CSR policy and have an oversight
Encouraging the corporate shareholders for converting • To keep the Board of Directors informed about the RMC Meetings. The Company has a well-defined risk over its implementation; and
their holdings in dematerialised form, communication the nature and content of its discussions, management framework in place. The risk management • Review the impact assessment carried out for the
to shareholders for updating their bank account details recommendations and actions to be taken; framework adopted by the Company is discussed in detail projects of the Company as per the requirements of
and other details for payment of dividend and tax • Review the Company’s risk governance structure, in the Management Discussion & Analysis which forms part the law.
deducted at source related activity and communication risk assessment and risk management practices of this Integrated Annual Report.
of quarterly financial results to the shareholders via and guidelines, policies and procedures for risk Meetings Held
email are some of the other investor-friendly initiatives assessment and risk management; 7. Corporate Social Responsibility Committee During FY 2022-23, three (3) Meetings of the CSR Committee
undertaken by the Company. The Corporate Social Responsibility (‘CSR’) Committee of
• Review and approve the Enterprise Risk Management were held on the following dates:
Pursuant to the SEBI Circular dated March 16, 2023 issued (ERM) framework; the Board is constituted in accordance with the provisions • June 21, 2022 • December 1, 2022
for common and simplified norms for processing investor’s of Section 135 of the Act. The CSR Committee has been
service request and norms for furnishing PAN, KYC details • Review the Company’s risk appetite and strategy entrusted with the specific responsibility of reviewing • March 3, 2023
and Nomination details, individual letters are being sent to relating to key risks, including market risk, cyber corporate social responsibility programmes. The scope of The necessary quorum was present for all the Meetings of
shareholders holding shares in physical form for furnishing security risk, product risk and reputational risk as the CSR Committee also includes approving the budget of the Committee.
the KYC details to comply with the KYC requirements. well as the guidelines, policies and processes for CSR activities, reviewing the CSR programmes, formulation
monitoring and mitigating such risks; of annual action plan and monitoring the CSR spends.
The Chairperson of the SRC briefs the Board at its Meetings Composition and Attendance
about the significant discussions at each of the SRC • Review and analyse risk exposure related to specific The CSR Policy is displayed on the website of the Company Name of the Member Category No. of No.
Meetings. Ms. Vibha Paul Rishi, Chairperson of the SRC, was issues and provide oversight of risk across organisation; at https://www.tatachemicals.com/CSRPolicy2021.htm. Meetings held of Meetings
present during the last e-AGM held on July 6, 2022. • Nurture a healthy and independent risk management The annual report on CSR activities undertaken by the attended
function in the Company; and Company during the year under review, along with the Mr. S. Padmanabhan NED 3 3
6. Risk Management Committee amount spent forms part of the Board’s Report as an (Chairman)
• Review the appointment, removal and terms of
In terms of Regulation 21 of the SEBI Listing Regulations, Annexure. All details related to CSR initiatives of the Dr. C. V. Natraj ID 3 3
constitution of a Risk Management Committee (‘RMC’) was remuneration of the Chief Risk Officer (if any). Company are displayed on the Company’s website at Mr. R. Mukundan MD & CEO 3 3
mandatory for the Company w.e.f. April 1, 2019. However, Meetings Held https://www.tatachemicals.com/investors/investor- ID - Independent Director; NED - Non-Executive Director; MD & CEO -
the Company had voluntarily constituted a RMC in February resources. Managing Director & Chief Executive Officer;
2015. The primary role of the RMC is that of assisting During FY 2022-23, four (4) Meetings were held on the
the Board of Directors in overseeing the Company’s risk following dates: Terms of Reference Head of CSR was an invitee to the Meetings of the CSR
management processes and controls. The RMC, through • June 22, 2022 • August 29, 2022 The terms of reference of the CSR Committee, inter alia, are Committee. The Chief General Counsel & Company
the Enterprise Risk Management in the Company, seeks to as under: Secretary also attended the Meetings.
minimise adverse impact on the business objectives and • December 2, 2022 • March 10, 2023 • Formulate and recommend to the Board the CSR The Chairman of the CSR Committee briefs the Board at
enhance stakeholder value. The Company has appointed a policy containing guiding principles for selection, its Meetings about the significant discussions at each of
Chief Risk Officer to oversee the Risk Management function The gap between two Meetings did not exceed 180 days. the CSR Meetings. Mr. S. Padmanabhan, Chairman of the
of the Company. The necessary quorum was present for all the Meetings of
the Committee.

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