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Corporate Governance Report

“The Tata philosophy of management has always been, and is today more than ever, that corporate enterprises must be managed
not merely in the interests of their owners, but equally in those of their employees, of the consumers of their products, of the
local community and finally the country as a whole.”
- J.R.D. Tata

1. COMPANY’S PHILOSOPHY ON THE CODE OF 2. BOARD OF DIRECTORS
GOVERNANCE Composition of the Board
The Company has over the years followed best practices of The Board of Directors of the Company is the highest
Corporate Governance. The Company is committed to the governance authority within the management structure of the
Tata Code of Conduct (‘TCoC’) enunciated by the Tata Group. Company. Further, the Board of Directors of the Company is
TCoC articulates values and ideals that guide and govern the totally committed to the best practices within the Company
conduct of the Tata companies as well as its employees in all for effective corporate governance practices. The Board
matters relating to business. The Company’s overall governance regularly reviews and updates corporate governance practices
framework, systems and processes reflect and support our to accommodate developments within the market place in
Mission, Vision and Values.
general and the business in particular.
The Company has a strong legacy of fair, transparent and ethical
governance practices and it believes that good Corporate The Company has an active, experienced and a well-informed
Governance is essential for achieving long-term corporate Board. The Board along with its Committees undertakes
goals and to enhance stakeholders’ value. In this pursuit, the its fiduciary duties keeping in mind the interests of all its
Company’s Corporate Governance philosophy is to ensure stakeholders and the Company’s Corporate Governance
fairness, transparency and integrity of the management, in philosophy. The Nomination and Remuneration Committee of
order to protect the interests of all its stakeholders and the the Board ensures the right composition of the Board.
Companys Code of Conduct for Prevention of Insider Trading As on 31 March, 2018, the Board comprised six Directors, out
and Code of Corporate Disclosure Practices. of which five are Non-Executive Directors and one Managing
The Company has adopted a Code of Conduct for its employees Director & CEO. Out of the total strength, three (i.e. 50%) are
including the Managing Director and the Executive Director as Independent Directors (including one woman Independent
well as for its Non-Executive Directors. The Company has also Director). The composition of the Board of Directors of the
adopted the Guidelines on Board Effectiveness (‘Governance Company is in conformity with the Listing Regulations and the
Guidelines’ or ‘Guidelines’) to fulfill its responsibilities towards Companies Act, 2013 (‘the Act’).
its stakeholders.
The Company currently has right mix of Directors on the Board
The Company has disclosed the requirements stipulated under who possess the requisite qualifications and experience in
Regulations 17 to 27 read with para C and D of Schedule V general corporate management, finance, banking, marketing
and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of and other allied fields which enable them to contribute
SEBI (Listing Obligations and Disclosure Requirements) effectively to the Company in their capacity as Directors of the
Regulations, 2015 (‘Listing Regulations’) as applicable, with Company. Detailed profile of the Directors is available on the
regard to Corporate Governance. The Company endeavours
to ensure that highest standards of ethical and responsible Company’s website at www.tatachemicals.com.
conduct are met throughout the organisation.

Board of Directors
The composition and category of Directors, attendance at the last Annual General Meeting (‘AGM’) for the Financial Year (‘FY’)
2017-18 and the number of Directorships and Committee Chairmanships/Memberships held by them as on 31 March, 2018 are as follows:
Name of the Category of the Director Directors’ Whether Number of directorships Number of committee
Director Identification attended AGM in other public limited positions held in other
Number on 9 August, companies* public limited companies**
2017
Chairman Member Chairman Member
Mr. Bhaskar Bhat Non-Independent, Non-Executive 00148778 Yes 3 6 - 3
Mr. Nasser Munjee Independent, Non-Executive 00010180 Yes 2 5 4 1
Dr. Y. S. P. Thorat Independent, Non-Executive 02652734 Yes - 3 1 2
Ms. Vibha Paul Rishi Independent, Non-Executive 05180796 Yes - 9 - 5
Mr. S. Padmanabhan Non-Independent, Non-Executive 00306299 Yes 2 3 - 1
Mr. R. Mukundan Managing Director & CEO 00778253 Yes - 3 - -
* Excludes directorships in associations, private limited companies, foreign companies, companies registered under Section 8 of the Act, Government
Bodies and Alternate Directorships
** Represents Chairmanships/Memberships of Audit and Stakeholders Relationship Committees in listed/unlisted public limited companies
Notes:
Ms. Padmini Khare Kaicker (DIN: 00296388) was appointed as an Additional and Independent Non-Executive Director of the Company with effect from
1 April, 2018.
Mr. Zarir Langrana (DIN: 06362438) was appointed as an Additional and Executive Director of the Company with effect from 1 April, 2018.
108 Annual Report 2017-18