UNIVERSITY OF PETROLEUM & ENERGY STUDIES, DEHRADUN

SCHOOL OF LAW

ASSIGNMENT SUBMISSION

CORPORATE GOVERNANCE

BY SANJANA SETH TO MRS SUJATA BALI

ROLL NO. 55
SAP ID: 500070291
 CORPORATE GOVERNANCE ON TATA MOTORS

HISTORY

Tata Motors is a part of the Tata Group manages its share-holding through Tata Sons. The
company was established in 1935 as a locomotive manufacturing unit and later expanded its
operations to commercial vehicle sector in 1954 after forming a joint venture with Daimler-
Benz AG of Germany. Despite the success of its commercial vehicles, Tata realized his
company had to diversify and he began to look at other products.

Corporate Governance

Corporate governance is about maximizing shareholder value legally, ethically and on a

sustainable basis. At Tata, the goal of corporate governance is to ensure fairness for every
stakeholder – our customers, investors, vendor-partners, the community, and the governments
of the countries in which we operate. We believe that sound corporate governance is critical
in enhancing and retaining investor trust. It is a reflection of our culture, our policies, our
relationship with stakeholders and our commitment to values. Accordingly, we always seek
to ensure that our performance is driven by integrity.

Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our
disclosures seek to attain the best practices in international corporate governance. We also
endeavor to enhance long-term shareholder value and respect minority rights in all our
business decisions.

Corporate governance philosophy

Our corporate governance philosophy is based on the following principles:

 Satisfying the spirit of the law and not just the letter of the law

 Going beyond the law in upholding corporate governance standards

 Maintaining transparency and a high degree of disclosure levels

 Making a clear distinction between personal convenience and corporate resources

 Communicating externally in a truthful manner about how the company is run

internally

 Complying with the laws in all the countries in which the company operates

 Having a simple and transparent corporate structure driven solely by business needs

 Embracing a trusteeship model in which the management is the trustee of the

shareholders' capital and not the owner

 Driving the business on the basis of the belief, 'when in doubt, disclose
The Company recognizes its role as a corporate citizen and endeavors to adopt the best
practices and the highest standards of Corporate Governance through transparency in
business ethics, accountability to its customers, government and others. The Company's
activities are carried out in accordance with good corporate practices and the Company is
constantly striving to better them and adopt the best practices. As part of the Tata Group, the
Company's philosophy on Corporate Governance is founded upon a rich legacy of fair,
ethical and transparent governance practices.

The Corporate Governance philosophy has been strengthened with the implementation
by the Company of the Tata Code of Conduct applicable to the Company and its employees.
In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors.
Both these codes are available on the Company's website.

RBI GUIDELINES ON CORPORATE GOVERNANCE

In order to enable NBFCs to adopt best practices and greater transparency in their
operations, RBI has, on May 8, 2007, issued guidelines on Corporate Governance. In pursuance
of the aforesaid Guidelines, the Company has framed the following internal Guidelines on
Corporate Governance.

BOARD OF DIRECTORS

The Board of Directors along with its Committees shall provide leadership and guidance to
the Company's management and direct, supervise and control the performance of the
Company.
As per the Company's Articles of Association, the Board's strength is required to be a
minimum of three to a maximum of twelve directors.

The Board of Directors of the Company shall have an optimum combination of Executive
and Non-Executive directors, with not less than fifty percent of them being Non-Executive
Directors. In case of a Non-Executive Chairman, atleast one- third of the Board should
consist of Independent Directors and, in case of an Executive Chairman, one-half of the
Board should consist of Independent Directors.

A Director shall not hold the office of Director in more than 15 companies. None of the
Directors on the Company's Board shall be a Member of more than 10 Board.

Committees and Chairman of more than 5 Board Committees (Committees being Audit
Committee and Investors' Grievance Committee) across all companies in which they are
Directors. All the Directors shall make the necessary annual disclosure regarding their
directorships and Committee positions and shall intimate changes as and when they take
place.
The Board shall periodically review Compliance Reports of all laws applicable to the
Company prepared by the Company as well as steps taken by the Company to rectify
instances of non-compliance.The Company has adopted the following Guidelines relating to
 Corporate Governance.

Safeguard theEnsure transparency

shareholder’s capitaland maintain a
as trustee, andhigh level of integrity not as its owner

Lead by example by ensuring independence of the Board and effectiveness of the Management
Satisfy both the spirit and the letter of the law in all our actions
and disclosures
CORPORATE GOVERNANCE AT INFOSYS

Build simple and transparent processesCommunicate

driven by business needswith
frequently of all stakeholdersincluding clients, investors, shareholders and
stakeholders,
stock markets

Be objective and ethical, and deliver the best

to earn trust and respect from our stakeholders

d
 1. Size of the Board - Not more than 12 Members
- Offices of the Chairman and Managing Director to be
separate.

2. Nominations - To be set up for the purpose of identifying Independent

Committee of the Directors to be inducted on the Company's Board and to
Board take steps to refresh the composition of the Board, from
time to time.

3. Executive - To be set up to review key items before presentation to the

Committee of the Board, such as, business and strategy review, capital and
Board revenue budgets, etc.
- CEO and CFO to be members of the Committee, if
members of the Board. If not, they may be invited to attend
the meetings, with the permission of the Chairman of the

4. Appointment of - Number of Executive Directors (including Managing

Executive Directors) to be not more than one-third of the total
Directors strength of the Board.
- Should not hold office beyond the age of 65 years or
earlier, as determined by the Board.

5. Appointment of - Number of Non-Executive Directors to be not less than Non-

Executive two-third of the total number of Directors.
Directors - Number of Independent Directors to be not less than one-
third of the total number of Directors.
- Ex-Managing Directors/Executive Directors may be invited
to rejoin the Board as Non-Executive Directors, but
preferably after an interval of 3 years.
- Retirementage not to exceed 75 years.
- Tenure of upto nine years, to be considered a threshold for
granting further tenure/s based, inter alia, on merit and
contribution of each Director.

Board Meetings
Meetings of the Board of Directors shall be held atleast four times a year, with a maximum time-gap of
four months between any two consecutive meetings. The minimum information to be statutorily made
available to the Board, shall be furnished to the Directors.

CODE OF CONDUCT

The Company shall adopt the Tata Code of Conduct for its employees including the Managing Director
and a Code of Conduct for its Non-Executive Directors. The same shall be posted on the Company's
web-site.
COMMITTEES OF THE BOARD

To focus effectively on the issues and ensure expedient resolution of diverse matters, the Board shall
constitute a set of Committees with specific terms of reference / scope. The Committees shall operate
as empowered agents of the Board as per their Charter / terms of reference. The minutes of the
meetings of all Committees of the Board shall be placed before the Board for discussions / noting.
While the RBI Guidelines mentioned above, require the setting up of an Audit Committee, Asset
Liability Supervisory Committee, Risk Management Committee and Nominations Committee, the Listing
Agreement for Debentures issued to the public, requires the setting up of an Audit Committee, the
Remuneration Committee and Shareholders/Investors Grievance Committee. The Nominations
Committee and Executive Committee of the Board have been set up by the Company as per the
practice in the Tata Group.

POLICIES ADOPTED BY THE COMPANY

The following policies have been framed and adopted by the Company, viz.
a) Fair Practices Code
b) KYC and PMLA Policy
c) Whistle Blower Policy
d) Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices
e) Investment Policy
f) Policy on Demand and Call Loans
g) Policy for Determining Interest Rates, Processing and Other Charges
h) Policy on Affirmative Action for SC/ ST communities.

The above policies may be reviewed from time to time.

TATA MOTORS CORPORATE SOCIAL RESPONSIBILITY (CSR)

As an integral part of our commitment to Good Corporate Citizenship, we at TATA Motors believe in
actively assisting in the improvement of the quality of life of the people in the communities, giving
preference to local areas around our business operations. We shall continue to relentlessly strive in our
endeavor of nation-building, sustainable development, accelerated inclusive growth and social equity.
The Tata group constitutes a global force not only for doing good business, but being in the business of
doing good for society. We shall strategically integrate the shouldering of our Social Responsibility with
our pursuit of Business Excellence. Towards achieving long-term stakeholder value creation, TATA
Motors shall always continue to respect the interests of and be responsive towards its key stakeholders -
the communities, especially those from socially and economically backward groups, the underprivileged
and marginalized; focused on inter alia the Scheduled Castes and Scheduled Tribes, and the society at
large. In our CSR journey towards achieving human development and excellence, we shall endeavor to
deploy TATA Group CSR Programs and drive Affirmative Action (AA) agenda and other international
development goals like Sustainable Development Goals (SDGs), in line with Schedule VII of The
Companies Act, 2013 as recommended by the CSR Committee of the Board and approved by the Board
from time to time. In order to leverage the demographic dividend of our country, Company’s CSR
efforts shall focus on Health, Education, Employability and Environment interventions for relevant
target groups, ensuring diversity and giving preference to needy and deserving communities inhabiting
urban and semi urban India.

RECOMMENDATIONS:

 BY further improving the operations of the company and adhering to the issues faced by the
company relating to child labour, and infant milk powder, the corporation can enhance its list of
Fair Trade products. By doing so the firm can enhance their future profitability and also gain the
respect and likings of the customers who dislike nestle products.
 Tata has to give more focus on its advertisements and make them more attractive for the
consumers as Nestle only advertises specific products and most of its products are not very
popular in the markets

 Entering emerging markets are the key competitive advantage of Tata, however prices are quite
high of nestle products. If the prices are set according to the PCI of the average people of the
emerging markets, everyone would be in a position to purchase their products thus enhancing
their profitability.

 The opportunities are realised through a strong pipeline of innovation, through increasing
distribution, through product superiority for both taste and nutrition. Also, developed markets are
often the launch pad for innovations that will end up with global reach and enhance firms
profitability.