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Corporate Governance and Ethics - Final
Corporate Governance and Ethics - Final
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Table of Contents
1. Introduction ............................................................................................................................. 5
2. Tata Group – Company Profile ............................................................................................... 6
2.1. Tata Group’s Vision ......................................................................................................... 6
2.2. Tata Group’s Mission ....................................................................................................... 6
2.3. Core Values ...................................................................................................................... 7
3. Rationale for Topic Selection .................................................................................................. 7
4. Strength in Leadership ............................................................................................................. 7
5. Organizational Structure .......................................................................................................... 8
6. Business Operations of Tata Group ......................................................................................... 8
7. Tata’ Business Model and Strategy ....................................................................................... 10
8. Business Performance of Tata ............................................................................................... 11
8.1. Financial Performance.................................................................................................... 11
8.2. Group's capital market performance .............................................................................. 12
8.3. Tata Group as a Market Leader ...................................................................................... 13
8.4. Sustainability Goals........................................................................................................ 13
9. Global Reporting Initiative .................................................................................................... 15
10. Corporate Governance Model of Tata Group .................................................................... 16
10.1. Issues of Corporate Governance ................................................................................. 17
10.1.1. Removal of Wadia .................................................................................................. 17
11. Mechanism and Control for corporate Governance ........................................................... 18
12. Ethics and Integrity of Tata Group .................................................................................... 19
13. Code of Conduct of Tata Group......................................................................................... 19
13.1. Principles .................................................................................................................... 19
13.2. Employees .................................................................................................................. 20
13.3. Customers ................................................................................................................... 20
13.3.1. Products and services .............................................................................................. 20
13.3.2. Fair competition ...................................................................................................... 20
13.3.3. Dealings with customers ......................................................................................... 21
13.4. Communities............................................................................................................... 21
13.5. Environment ............................................................................................................... 21
13.6. Value Chain Partners .................................................................................................. 21
13.7. Financial Stakeholders ................................................................................................ 22
13.8. Governments ............................................................................................................... 22
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14. Conclusion ......................................................................................................................... 22
15. References .......................................................................................................................... 23
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1. Introduction
The long-term success of a company is ensured by the effective facilitation, advisable and
entrepreneurial management provided by the corporate governance. The system that controls and
directs the companies is known as corporate governance. Board members of company are
accountable to the board of directors and shareowners of the company, who are responsible for
the governance of their company. Furthermore, the company’s behaviour has implications
towards its customers, employees, shareholder, stake holders, company financers and the
A new vision of business known as global citizenship is emerging, that includes a set of basic
environment, encompassing the human rights and measures against corruption. Business ethics
are related to the applied ethics as it is based on the application of ethical norms, morals and
values of business (Kolk, 2008). Ethics is defined as a standard of human conduct following a set
the world, there is intense pressure on business leaders regarding the building and maintaining of
public trust, managing new risks, strategies to respond the new societal expectations and by
remaining competitive and profitable in the global economic market (Rossouw, 2005).
This all brings the subject of corporate citizenship under spotlight, that is evident from the fact
that all leading companies are now moving beyond the limitations of philanthropy, public
relations and legal compliance for becoming more involved in the corporate governance, risk
management, strategy formation and maintaining the reputation. The world’s successful
companies are now defined by the values driven by their performance that aims at building a new
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corporate value and protecting the existing corporate value by focusing on strictly evaluated
targets regarding public surveys and metrics (Abdullah and Valentine, 2009).
The Tata Group is a global enterprise that was founded by Jamsetji in 1868, headquarter of the
group is in India, and it comprises of over hundred independently operating companies. The
group is currently operating in more than hundred countries across the world. Tata companies are
promoted by the Tata Sons that is the principal investment holding company. Philanthropic trusts
are responsible for sixty six percent sharing of capital equity of Tata Sons, because they support
heath, culture, art, livelihood generation and education. In 2016-17, the total together income of
Tata companies was 100.39 billion dollars and over 695,000 people are currently employed in
the Tata companies. The board of directors and shareholders are responsible for the supervision
and guidance of each independently operating Tata enterprise or company. There are twenty-nine
publicly known and listed Tata companies with a collective market capitalization of around
130.13 billion dollars. The significant scale of Tata companies includes Tata Motors, Tata
Powder, Tata Steel, Tata Constancy Services, Tata Global Beverages, Tata Chemicals, Titan,
The vision of Tata Group is to be the world’s global steel industry for Corporate Citizenship and
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Mission is to improve the quality of life of the communities globally through stakeholder value
creation by using strategy of leadership with trust and integrity (Tata, 2018).
Tata has always been driven by core values that help to direct the business and growth of Tata
Integrity: Group ensures honesty, transparency, ethical conduct and fair in everything to
Excellence: Passionate for achieving the highest standards of quality and excellence and
Unity: Company enables continuous learning along with the formation of collaborative
relationships based on mutual respect and trust by investing in partners and people.
The research shows that Tata group has been one of the most prestigious corporate, as it is
governed by the principles of business morals. Various institutions and bodies have recognized
the company’s foray in the international business. Due to global presence and strong corporate
governance and ethical business models, this company has been selected (Tata, 2018).
4. Strength in Leadership
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The Tata Group has formal organizational structure and the strength of the entire group lie in the
leadership. The company is renowned for the philanthropic activities, along with this, the group
has innovative products, services and the large business portfolio creates differentiation from
competitors. This is the large family-owned group of India and leading manufacturing,
5. Organizational Structure
During the last two decades, Tata Steel has spread globally to pursue high standards of quality
and excellence in business. There are seven defined sectors in which the Tata Group of
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Companies (114 enterprises and subsidiaries) are currently operating, the sectors are:
Consumer Products. Tata Steel has secured a highest place among the other top manufacturers of
steel in the world due to its procurement of Corus and has become a flagship Company. Different
sectors have other Group Companies such as Tata Consultancy services (TGS), Tata Motors,
Tata Powder, Tata Communications, Tan Chemicals, Tata Global Beverages and Indian Hotels
(Tata, 2018).
The vision of Tata Group of Companies has always based on collaborative growth and to emerge
as one of the world’s successful and most respected business conglomerates. The Tata Group’s
route of growth passes through six continents by embracing the diversity of cultures. In 2010-11,
the total income of Tata companies, recorded collectively, was 83.3 billion dollars that is around
3,796.75 billion rupees, where fifty eight percent of this amounts came from their business
outside the country. By focusing on sustainable development and coping up with the economic
challenges, the Tata Group has been successful in raising India name in the global map. There
are around 425,000 employees of Tata companies worldwide and is the largest employer in the
private sector in India and it continues to work with same integrity and commitment towards its
The Tata Group promotes and encourages the social, educational and economic development in
India through its policies, that focuses on returning wealth to the communities they serve.
Philanthropic trusts take care of two third of the equity of Tata Sons and are responsible for
improvement in these sectors. The Tata group has been one of the most prestigious corporate, as
it is governed by the principles of business morals. Various institutions and bodies have
recognized its foray in the international business. Tata Group was ranked 41st among hundred
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top brands in 2011 by a Consultancy firm based in UK, after it evaluated the Tata brand at 15.75
billion dollars. among the fifty Most Innovative Companies list, Tata Group was ranked 17th by
the Business Week Magazine and another USA based institute raked it 11th on the list of world’s
Tata Group is now focusing on breaking new grounds in development of products along with the
introduction of new technologies regarding its operations. In 2008, the Eka supercomputer was
ranked as the world’s fourth fastest supercomputer, the auto industry also boosted up with the
launch of Nano that contributed to the economy and industry in general. The Tata Group, due to
its vision and objectives of dedicated workforce, holistic approach and deeply rooted belief in
corporate citizen and value creation is always ready to face challenges and enhancing the
The Tata Business Excellence Model (TBEM) has been devised to improve business strategies
by providing strategic direction to the company. Furthermore, it aims at capturing the processes
and practices of global business and to achieve excellence by following their inherent dynamism
in their integration with the other companies. The vision of Tata business excellence model is to
stakeholder’s values, personal learning and organizational delivery. Moreover, The TBEM
and effective feedback service. Furthermore, three supportive roles are played by TBEM for
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It provides facilitation of communication using common language and by sharing best
business strategies
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Figure 03: Revenue of Tata Group
The above statistics show the income equity of Indian conglomerate Tata Company from the
financial year 1996 to 2017. In the financial year of 2017, Tata Group’s annual income was more
Over the last three years, the shares of Tata Group on India stock market have been high.
Tendency in total market capitalisation of group along with the collective market capitalisation
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Figure 04: Capital Market Performance
crore, with the TCS records on August 25, 2004. Due to which the group gained the rank of
having the highest market capitalisation among other companies in both private and public
sectors. Out of total market capitalisation of BSE, Tata Group has 6.6 percent of it. 4.4 million
Investors trust in Tata Companies. Figures are shown in US billion dollars in the brackets (Tata,
2018).
With the total brand value of $15 billion and revenue of $109 billion, Tata is not only considered
India’s 147-year-old leading brand but it also holds 65th position for being one of the world’s
most valuable brand, as well. According to one of the published studies by Brand Finance, by the
name of The Brand Finance India 100, it claimed and ranked Tata as the top brand, followed by
the State Bank of India, which is a government-run banking system, alongside, Life Insurance
Corporation, and finally followed by Airtel and Reliance, which are the two leading telecom
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The value system of Tata is deeply rooted in the notion of enabling other human beings to excel
and nourish as well as benefit from the world’s economic resources. Therefore, the work that it
does, as part of corporate social responsibility (CSR), well explains what their value system and
vision is. By instilling social, ethical and environmental principles into their work, they make
sure that they create long-term bond with their stake-holders, thereby reaching and touching the
hearts of more than a quarter of our world’s population. The central focus of their CSR activities
revolve around uplifting the disadvantaged and marginalized communities, while keeping the
United Nation’s sustainable development goals, into perspective. Moreover, company’s activities
are not only contextualized according to local, national and international level, but also involve
partnering with the stakeholders, such as local government or NGOs (Tata, 2018).
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Figure 05: CSR Principles
Previously, Global Reporting Initiative was one of the projects implemented by UN Environment
Triple Bottom Line (TBL) approach. In India, Tata Steel is known to be one of the first
companies to initiate the TBL style while recording it in their CSR reports. There are around 19
businesses, labour and civil society along with Tata, around the world, involved to serve to the
UN Global Compact. It is observed that only Mr. Muthuraman from India represents business
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group on the board. Tata steel is known as the founder member of Global compact. Moreover,
around 2500 companies are participating over 90 countries; it is recognized as the world’s largest
voluntary corporate citizenship initiative taken. It is said that, Jamshedpur among six other cities
around the world is to be chosen as a participant in the UN Global Compact Cities Pilot
Programme. Primarily, keeping their practices and performance into perspective, alongside the
Triple Bottom line approach initiated by them, Tata Motors were even bestowed with an award
In order for the society to benefit as a whole, a change in approach as well as perspective is
important. A successful company’s true essence does not lie in how much capital they have
earned, but it is through how many lives they have been able to change. Thus, for this primary
purpose, it is important for all stakeholders, whether primary or secondary, to instil a sense of
ownership, in order to promote collective responsibility and action. Moving on, Tata has played
a great role in initiating new laws and policies, especially laws pertaining to labour welfare, such
as the maternity benefit law applied in 1946. Moving on, it is important to note that for Tata,
their shareholders play a crucial part, which is followed by the company’s Board of Directors
and finally the management. However, the Board of Directors are not involved in day-to-day
decisions, where their primary responsibility revolves around taking care of the operational,
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Corporate Governance Model
Tata Group’s Corporate Governance Model mainly comprises of the Baldrige model which
caters to the Tata Business Excellence Model (TBEM), followed by the Tata Values and finally
the Indian Management Practices, and thus, in true meaning, Tata proves to be an Indian
Most likely the dispute between both Ratan Tata and Cyrus Mistry has paved ways for future
Since SEBI who is a capital market regulator decided to go with the explanations provided by the
Tata Group against the former Chairman Cyrus Mistry, therefore, the Mistry camp is destined for
another misfortune. According to one of allegations by Nulsi Wadia, he claimed that Tata Sons
has placed false accusation against him in-front of the shareholders. Therefore, in his defence he
asserted that it was due to this false allegation, due to which he was voted out by the
shareholders as the independent director. Thus, Wadia has now filed defamation suit of 3,000
crore (INR) against Ratan Tata, the former chairman of the Tata group, alongside Tata Sons and
the board of directors. However, by analysing the current requirements, it was observed by the
board, that the termination process was comparatively less rigorous than the appointment cycle.
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Therefore, the notion of passing a special resolution for the termination of the independent
directors, was stressed upon. Although after careful analysis, a conclusion of making the
termination process stricter was reached, but this by no means, affected the Nusli Wadia’s
Having good corporate governance gives a company an upper edge, wherein they stand out from
other companies, eventually resulting in an increase in their share price performance. Therefore,
it is generally perceived that the companies which are in their developing stages, is at an
advantage, wherein they are exposed to an opportunity to unleash their potential and move
towards better performance. Therefore, the knack to great success is to have a proper systematic
governing system, since companies with this will more likely attract potential investors and thus
need of the time, especially in a developing country like India. This is primarily because the tools
and mechanisms incorporated in the Corporate Governance enables the companies to deal with
inefficiencies that usually are a result of moral incompatibility. Alongside ethical diversion, other
issues pertaining to the planning and designing the mechanism for Corporate Governance could
be (Tata, 2018):
Giving the members of the board and other associates, their respective salaries.
Keeping a check on the responsibilities of the Audit committee, alongside, monitoring the
principles and policies pertaining to accounting as well as observing the process through
Managing the labour market as well as comprehending the issues of control mechanisms.
In order to maintain discipline and adequate behaviour, Tata Group follows a Code of Conduct,
under which Code of Ethics also falls. A person who is associated with Tata Group, whether it is
the chairman or low-level employees, are automatically liable to follow this code, which aims to
maintain ethical behaviour at the work place. A company like Tata is hard to find, who has a
strong value system and ethics as their company’s solid foundation. Today, their values and
ethical system is so well established, that it goes without saying that none of the Tata executives
For Tata Group, code of conduct is not simply a document with clauses, it is a commitment and
responsibility towards each of their stakeholders, including the societies and the communities
they primarily work in. Whenever they are situated in an ethical dilemma, this guideline serves
as a road map for all the Tata employees as well as executives, thus making sure that they do not
navigate away from the value and ethical system established as the foundation of the Tata Group.
Although, the core of the conduct, which will be discussed, remains unchanged, but nevertheless,
every year, this guideline does go through some changes, keeping the emerging times and
situations in mind, thus making it relevant for all generations (Tata, 2018).
13.1. Principles
The true essence of Tata philosophy lies in their belief system of equal say and representation.
Therefore, they believe that companies should not only be managed while keeping the interests
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of the upper management into perspective, but should also cater to the needs of the employees
associated with the company, alongside the customers who demonstrate their trust in the
company by buying their products and finally the company’s responsibility towards their own
13.2. Employees
Providing equal opportunities and facilitating the people who truly deserve, is what Tata Group
believes in. Thus, neither do they follow nor allow any kind of discriminatory behavior towards a
person on basis of his caste, race, color, creed, gender, sexual preference, age etc.
13.3. Customers
Quality is considered as a top preference for the Tata Group, wherein they make sure that their
customers are provided with the best kind of service. A service which would conform with all
the applicable policies and laws, such as packing and labelling of the product, as well as
providing after-sales service to their customers. Moreover, there is zero allowance to market
their company’s own products by demeaning the products and services sold by their competitors.
Tata strongly supports involving themselves in the practice of fair competition, where their
market value stands firm on the basis of the company’s quality, price and customer’s satisfaction.
Therefore, there is an unwavering support towards open market and trade, thus promoting market
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13.3.3. Dealings with customers
Customer’s safety is Tata’s top priority when dealing with customers, wherein they understand
their responsibility towards protecting their customer’s personal information, thus maintaining a
13.4. Communities
There is a strong sense of responsibility towards the communities in which Tata operates,
thereby, promises to uplift the lives of the people residing in those communities. Moreover, they
are in constant touch with them, as well as with the other stakeholders, in order to make sure that
their business activities are not affecting the local people as well as the environment or
atmosphere they live in. Moreover, even the employees of Tata are encouraged to involve
themselves into service projects, especially in the communities in which Tata operates (Tata,
2018).
13.5. Environment
Necessary measures are undertaken in order to make sure that during their process of production,
the environment is not damaged or destructed in any way. Moreover, Tata strongly advocates the
notion of environmental protection and therefore, does not promote any kind of wastage of
resources, including water and energy and neither are involved in any kind of disposal of
hazardous substances into water, which thus causes damage to the marine life (Tata, 2018).
The recruitment and selection of suppliers is based on an apparent and clear process, preferring
those service providers who share the same value and ethical system as Tata’s (Tata, 2018).
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13.7. Financial Stakeholders
Tata strongly believes in abiding the rules and regulations pertaining to shareholders and their
respective rights. This also includes communicating with shareholders time to time and
informing them about the important decisions and measurements taken by the company, which
may or may not indirectly affect their position as a shareholder. Moreover, demonstrating a
strong commitment towards improving shareholder value which may benefit all shareholders of
13.8. Governments
There are no political affiliations of Tata with any party and therefore, does not support any kind
of campaign or political candidate. Thus, their business intervention has no concern with
interrupting the government order or influencing the state activity in any way, for example,
through public elections. Moreover, compliance with the rules and regulations of the respective
14. Conclusion
The above report has addressed the corporate governance and ethical practices of Tata Group. It
has been identified that group has keenly implemented the code of conduct, corporate
governance principles and ethical practices within the business operations that is also evident
from the success of the giant group. They have been engaged in philanthropic activities, but
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15. References
Abdullah, H. and Valentine, B., 2009. Fundamental and ethics theories of corporate
governance. Middle Eastern Finance and Economics, 4(4), pp.88-96.
Kolk, A., 2008. Sustainability, accountability and corporate governance: exploring
multinationals' reporting practices. Business Strategy and the Environment, 17(1), pp.1-
15.
Rossouw, G.J., 2005. Business ethics and corporate governance: A global survey. Business &
Society, 44(1), pp.32-39.
Tata (2018). Becoming the best in the business via @tatacompanies. [online] tata.com. Available
at: http://www.tata.com/article/inside/Becoming-the-best-in-the-business [Accessed 26 Apr.
2018].
Tata (2018). Corporate governance via @tatacompanies. [online] tata.com. Available at:
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excellence-
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wLnRGC6R/VVSL6un [Accessed 26 Apr. 2018].
Tata (2018). Tata Group | Tata Precision Tubes. [online] Tataprecisiontubes.com. Available at:
http://www.tataprecisiontubes.com/about/tata-group/ [Accessed 26 Apr. 2018].
Tata (2018). Tata Steel Business Model & Strategy | Corporate Strategy that drives business
growth. [online] Tatasteel.com. Available at: http://www.tatasteel.com/corporate/our-value-
chain/business-model-strategy/ [Accessed 26 Apr. 2018].
Tata (2018). Values and purpose via @tatacompanies. [online] tata.com. Available at:
http://www.tata.com/aboutus/articlesinside/Values-and-purpose [Accessed 26 Apr. 2018].
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