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None of the Directors on the Board is a Member of more than increasing confidentiality.
10 Committees and Chairman of more than 5 Committees
Video conferencing facility is also used to facilitate Directors
across all the public companies in which he/she is a Director.
travelling/residing abroad or at other locations to participate in
All the Directors have made the requisite disclosures regarding
the meetings.
committee positions held by them in other companies.
None of the Directors of the Company is related to each other Board Meetings Held
and there are no inter-se relationships between our Directors.
The Board met 9 (nine) times during the FY 2017-18 on 26 May,
As on 31 March, 2018, except Mr. Mukundan who is holding 2017, 8 August, 2017, 27 September, 2017, 13 October, 2017,
500 ordinary shares of the Company, no other Director is 6 November, 2017, 13 November, 2017, 6 February, 2018 and
holding any shares in the Company. Further, Mr. Zarir Langrana, 23 March, 2018 (2 meetings).
who was appointed as an Executive Director of the Company
with effect from 1 April, 2018 also holds 3,666 ordinary shares The gap between two meetings did not exceed one hundred
of the Company. The Company has not issued any convertible and twenty days.
instruments.
Attendance Integrated Report
The Seventy-Eighth AGM of the Company was held on
9 August, 2017. Name of the Category No. of Attendance
Member meetings (%)
Board Procedure
attended
The calendar of meetings of the Board and Committees is
agreed upon at the beginning of the year. Mr. Bhaskar Bhat NED 9 100
Mr. Nasser Munjee ID 8 89
The Company Secretary tracks and monitors Board
and Committee proceedings to ensure that Terms of Dr. Y. S. P. Thorat ID 9 100
Reference/Charters are adhered to, decisions are properly Ms. Vibha Paul Rishi ID 9 100
recorded in the minutes and actions on the decisions Mr. S. Padmanabhan NED 8 89
are tracked. Meeting effectiveness is ensured through
clear agenda, circulation of material in advance, detailed Mr. R. Mukundan MD 9 100
presentations at the meetings and tracking of action taken ID - Independent Director; NED - Non-Executive Director;
reports at every meeting. Additionally, based on the agenda, MD - Managing Director
meetings are attended by members of the senior leadership as Statutory Reports
invitees, which brings in the requisite accountability and also During the year under review, the Board elected Mr. Bhaskar
provide developmental inputs. Bhat as Chairman for each of the above meetings as the
Company did not have a Chairman of the Board.
The Board plays a critical role in the strategy development of
the Company. The Managing Director apprises the Board on the Guidelines for Board Effectiveness
overall performance of the Company every quarter including
the performance of the overseas operating subsidiaries. The Company has adopted the Governance Guidelines to fulfill
The Board periodically reviews the strategy, annual business its responsibilities towards its stakeholders. The Guidelines are
plan, business performance of the Company and its key based on current and emerging best practices and have been
subsidiaries, technology and innovation, quality, customer prepared in line with the regulatory provisions as per the Act
centricity, capital expenditure budgets and risk management, as well as Listing Regulations. These Guidelines provide for
safety and environment matters. Amongst other things, nomination of Directors/senior executives, composition and
the Board also reviews the compliance reports of the laws roles of the Board, Chairman and Directors, Board diversity,
applicable to the Company, internal financial controls and Board evaluation, retirement age of Directors and aspects
financial reporting systems, minutes of the Board Meetings of relating to Committees of the Board.
the Company’s subsidiary companies, adoption of quarterly/ INDEPENDENT DIRECTORS Financial Statements
half-yearly/annual results, corporate restructuring, transactions
pertaining to purchase/disposal of property, major accounting Meeting of Independent Directors
provisions and write-offs/write-backs, minutes of the meetings
of the Audit and other Committees of the Board. During the year under review, one meeting of Independent
Directors of the Company without the presence of
In addition to the information required under Regulation 17(7) Non-Independent Directors and members of management
read with Part A of Schedule II of the Listing Regulations, which was held on 23 March, 2018 as required under Schedule IV of
is required to be placed before the Board, the Directors are the Act (Code of Independent Directors) and Regulation 25(3)
also kept informed of major events and approvals obtained, if
of the Listing Regulations. At their meeting, the Independent
necessary.
Directors reviewed the performance of Non-Independent
All the Board and Committee meetings conducted are Directors and the Board as a whole, Chairman (as elected by
paperless meetings with documents securely uploaded on the Board for each meeting of the Board of Directors) after
the Board Application and accessed through an iPad. This taking the views of Executive Director(s) and Non-Executive
has resulted in saving paper, reducing the cycle time to make Directors and also assessed the quality, quantity and timeliness
documents available to the Board/Committee Members and of flow of information between the Company management
Corporate Governance Report 109