Governance
Vales inbuilt.
Responsibility institutionalised.

Board of Directors

Mr. Koushik Chatterjee

Non-Executive Chairman

N

Mr. Sandeep Kumar

Managing Director

H C S R B

Mr. Sanjiv Paul

Non-Executive
Non-Independent Director

H C S R

Mr. Krishnava Dutt

Independent Director

A R N

Dr. Pingali Venugopal

Independent Director

N A C S

Ms. Samita Shah

Non-Executive
Non-Independent Director

A R B

Dr. Rupali Basu

Independent Director

C S H

Mr. Amit Ghosh

Independent Director

S A R B

Chairperson

A

Audit Committee

N

Nomination and Remuneration Committee

C

Corporate Social Responsibility (CSR) Committee

S

Stakeholders Relationship Committee

R

Risk Management Committee

H

Safety, Health & Environment (SHE) Committee

B

Committee of Board

Note: Mr. Subhra Sengupta, Chief Financial Officer, is a member of the Risk Management Committee as well.

Corporate Governance

Corporate Governance is an interplay between people, processes, performance and purpose. Our Values and the Tata Group ethos form the bedrock of our Corporate Governance architecture. It extends much beyond the principles of transparency, accountability and sustainability to openness, mutual respect, learning, and integrity. Our stakeholders are our partners in our journey, and we remain committed to addressing their expectations, concerns and aspirations.

The Board of Directors sits atop the governance structure and the various Committees oversee various aspects of business. The mandatory Board committees are chaired by Independent Directors (IDs). Committee meetings are held around the year to review performance and progress, and the Board is apprised of the meeting outcomes during the scheduled Board Meeting. Board members have full access to all Committee documents, irrespective of their membership, to foster transparency and informed decision-making.

One of the core elements in our governance framework is benchmarking with best practices. A key outcome of this benchmarking was introduction of a virtual interaction of Senior Leaders with IDs. Each Senior Leader apprised IDs on their respective functions, key improvements, challenges ahead, key targets, and the way forward. The IDs briefed the outcome at the ensuing Board Meeting.

Our detailed processes and disclosures on governance are detailed in the Statutory section of this Report.

Leadership commitment

Our Senior Leadership fosters an environment of ethical behaviour through its business priority pillar of ‘Responsible Corporate Citizenship’. This enables to create awareness regarding safety, quality, climate change, sustainability and business ethics through personal commitment, upholding highest levels of integrity and demonstrating the desired behaviour, involving direction setting, communication, role modelling, recognition of desired behaviour through R&R, among others. These aspects are promoted by putting in place policies, systems and governance structures which are reviewed in appropriate forums.

Compliance framework

The Board and Management remain committed to ensuring compliance with all applicable laws. Accordingly, compliance rightfully remains a material issue with the highest importance level. The Senior Leaders serve as pillars to the overall compliance framework and drive the compliance journey in their respective functional areas. The compliance framework is aided by the in-house digital compliance solution and managed by the compliance team. The function is headed by the Company Secretary and Compliance Officer.

The compliance governance framework includes a monthly compliance review by Factory Manager and Company Secretary and Compliance Officer, with respective process owners. Action points are formulated and deployed through the online tool. The outcome of each review is also shared and deliberated upon at the subsequent Apex (review by all Senior Leaders) for MD’s review. Quarterly updates are placed for deliberation before the Board. Periodic reviews are carried out by respective departments/CFTs to help identify potential gaps or risk areas (measured on the basis of their impact) and bridge those gaps under a defined timeline and relevant success factors.

Ethics

Ethical behaviour is a key element embedded across all functions and processes, which is key to improving customer perception fostering transparency, and enhancing employee motivation, involvement and interaction. We have deployed the Management of Business Ethics (MBE) framework that reflects our commitment to shared values and principles. The leadership team plays a crucial role to cascade ethical business practices in letter and spirit. The Ethics Counsellor (EC), along with the team of Locational Ethics Coordinators, are entrusted to drive the Ethics framework across the organisation. Our policy on business conduct demonstrates our commitment to embed strong governance, deliver transparency, avoid corruption, and manage risks.

Our Board oversees our Codes of conduct, overall corporate behaviour and integrity of the organisation. As part of our overall endeavour to increase thrust on our Ethics journey, several trainings, communication across stakeholders, were conducted across the value chain. The EC reports to the Audit Committee quarterly on the initiatives and concerns.

We are committed to providing a work environment that reflects dignity, respect and equal treatment. The guiding principles that uphold the highest standards of corporate governance and ethics in the Tata group are enshrined in the Tata Code of Conduct (TCoC). For more information on the Code, please visit: www.tatametaliks.com/ staticfiles/pdf/TCOC.pdf

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Awareness sessions on Ethics and POSH covering employees and contractual workforce