Page 112 - Tata_Chemicals_yearly-reports-2017-18

and the Board that is necessary for the Board to effectively and the Company’s Sriperumbudur Plant near Chennai and also the
reasonably perform their duties. new facility coming up in Nellore, Andhra Pradesh.

Composition and Attendance Pursuant to Regulation 46 of the Listing Regulations, the details
of familiarisation programme are available on the website of
Name of the Member No. of meeting(s) attended the Company at www.tatachemicals.com.
Mr. Nasser Munjee 1
Appointment/Re-appointment of Directors
Dr. Y.S.P. Thorat 1
Ms. Vibha Paul Rishi 1 As required under Regulations 26(4) and 36(3) of the Listing
Regulations, particulars of the Directors seeking appointment/
Terms and Conditions of Independent Directors
re-appointment are given in the Explanatory Statement to the
All the Independent Directors of the Company have been Notice of the AGM.
appointed as per the provisions of the Act and the Listing Code of Conduct
Regulations. Formal letters of appointment were issued to
the above Independent Directors. As required by Regulation The Company has adopted the TCoC for its
46 of the Listing Regulations, the terms and conditions of Whole-time Directors, Senior Management Personnel
their appointment have been disclosed on the website of the and other Executives which is available on the website at
Company at www.tatachemicals.com. www.tatachemicals.com. The Board has also adopted a Code
of Conduct for Non-Executive Directors, which incorporates
None of the Directors on the Board serve as an Independent the duties of Independent Directors as laid down in Schedule
Director in more than seven listed companies. The Managing IV of the Act (‘Code for Independent Directors’) and Regulation
Director of the Company does not serve as an Independent 17(5) of the Listing Regulations and the same is available on the
Director in any listed company. Company‘s website at www.tatachemicals.com.
Induction and Familiarisation Programme for Directors As on 31 March, 2018, all the Board members and
Senior Management of the Company have affirmed compliance
The Company has a familiarisation programme for its
with their respective Codes of Conduct. A declaration to this
Independent Directors. The objective of the programme is
effect duly signed by the Managing Director forms part of
to familiarise the Independent Directors to enable them to
this report.
understand the Company, its operations, business, industry
and environment in which it functions and the regulatory Apart from reimbursement of expenses incurred in the
environment applicable to it. These include orientation discharge of their duties and the remuneration that these
programme upon induction of new Directors as well as other Directors would be entitled under the Act as Non-Executive
initiatives to update the Directors on a continuing basis. An Directors, none of the Directors has any other material
induction kit is provided to new Directors which includes the pecuniary relationships or transactions with the Company,
annual report, a CD containing overview of the Company and its Promoters, its Directors, its Senior Management or its
its operating subsidiaries, charters of the Company, annual Subsidiaries and Associates.
Board/Committee Meeting calendar, Code of Conduct for Senior Management of the Company have made disclosures
Non-Executive Directors including Independent Directors, to the Board confirming that there are no material, financial
Company’s Code of Conduct for Prevention of Insider Trading and/or commercial transactions between them and the
and Code of Corporate Disclosure Practices, etc. Meeting with Company which could have potential conflict of interest with
Business/Functional Heads are organised to provide brief on the Company at large.
the business/function.
3. AUDIT COMMITTEE
Pursuant to Regulation 25(7) of the Listing Regulations, the
Company imparted various familiarisation programmes for The Audit Committee’s role is to assist the Board fulfill its
corporate governance and overseeing responsibilities
its Directors including review of long-term strategy, industry
in relation to the Company’s financial reporting process
outlook, regulatory updates at Board and Audit Committee
carried out by the Management, internal control system, risk
Meetings, Presentations on Digitalisation and IT Strategy, Tata
management system and internal and external audit functions.
Business Excellence Model Assessment, Goods and Service
Accordingly, the Company has constituted its Audit Committee
Tax, Cyber Security, Tax Litigation and updates, etc. Besides
which is in accordance with the provisions of Section 177 of
the above, presentation on risk management, HR processes,
the Act and Regulation 18 of the Listing Regulations.
safety and sustainability initiatives of the Company are made at
their respective committees where some of the Independent The Audit Committee functions according to its charter/
Directors are also members. During the year, certain Directors terms of reference that defines its composition, authority,
including Independent Directors visited overseas subsidiaries’ responsibilities and reporting functions. The Board has adopted
plants in USA, UK and met the leadership teams there. The a charter of the Audit Committee for its functioning. All the
Directors spent entire day at the respective plants to get a items listed in Section 177 of the Act and Regulation 18(3) read
deeper insight in the operations of the overseas subsidiaries. with Part C of Schedule II of the Listing Regulations are covered
Some of the Directors including Independent Directors visited in its terms of reference.
110 Annual Report 2017-18