By

Pankaj Kumar
MPE100405
NMIMS
Board Of Directors

Non-Executive
Chairman, 1 Independent
Directors, 6

Non-Executive
Directors, 10

Non-Executive Directors Non-Executive Chairman Independent Directors

Board Of Directors - NON-INDEPENDENT

Ratan N Tata Non-Executive Chairman

Ravi Kant Non-Executive, Vice-Chairman

N A Soonawala Non – Executive

Dr. J J Irani Non-Executive

R .Gopalakrishnan Non-Executive

Carl-Peter Forster Group CEO & MD

P M Telang MD- India Operations

Board Of Directors – INDEPENDENT

Mr. Nusli N Wadia Non-Executive, Independent

Mr. S M Palia Non-Executive, Independent

Dr. R A Mashelkar Non-Executive, Independent

Mr. Subodh Bhargava Non-Executive, Independent

Mr. Naseer Munjee Non-Executive, Independent

Mr. V K Jairath Non-Executive, Independent

Board Of Directors – Skills

Ravi Kant –Vice chairman of Tata Motors had wide and varied experience in
the manufacturing and marketing field (automobile industry) Previously worked
with Philips India,LML ,Titan ,Kinetic

N . A Soonawala :Served as Finance Director of Tata Sons Limited .Has

over 40 years of experience in financial and business management

Dr. R A Mashelkar : Former director of CSIR .Earned many laurels in his

work in polymer science and engineering .He is known for IP ,R & D and
innovations.

Mr. Subodh Bhargava : Had been advisor to Eicher group of Companies

.He was also mentor for 2 start up companies “Auto Asia Parts and “Nicco
Ventures”

Naseer Munjee :Hold a Master Degree from London Business Schools .He
served 20 years in HDFC Bank. He is a technical advisor on the World Bank-
Public Private Partnership Infrastructure and Advisory Fund.
Board Of Directors – Skills

V K Jairath : He has over 25 years of experience in public administration,

rural development, poverty alleviation, infrastructure, finance, industry, urban
development, environmental management and a touch of the private sector
occupying various important positions in the Government of India and the
State Government of Maharashtra.

Dr. J J Irani : A Gold Medalist in Geology . He has served in various

capacities in Organizations significant being the Confederation of Indian
Industry (1992-93) Indian Institute of Metals, All India Management
Association (1988-89) and the Asian Association of Management
Organizations (2004-2007).

R .Gopalakrishnan : A Member group of Tata Sons Limited . He joined

Hindustan Lever as a Management Trainee and after 20 years, he served as
its Executive Director of Exports.
The Committees of the Board

 Audit Committee

 Executive Committee of Board

 Remuneration Committee

 Nomination Committee

 Investor’s Grievances Committee

 Ethics & Compliance Committee

 Special Need Based Committee

 Director’s Remuneration and Sitting Fees

2009-2010
Non- Executive Directors (Rs. in Lacks)
Name Commison Sitting Fees Name Commision Sitting Fees
Ratan N Tata 93 2.80 S M Palia 47 4.8
Ravi Kant 22 2.30 R A Mashelkar 28 3.8
N A Soonawala 72 2.60 S Bhargava 20 2.2
J J Irani 20 2.60 N Munjee 52 4.2
R Gopalakrishnan 18 2.60 V K Jairath 14 1.8
N N Wadia 14 1.60

2009-2010

Managing Directors (Rs . In Lacs)

Name Salary Prequisties & Allowances Commision Retirement Benefits
Mr P M Telang 54 43.16 240 122.18
Mr Ravi Kant 13.22 63.7 350 3.57
 Code of Conduct /Code of Ethics

The Tata Code of Conduct is applicable to Whole Time Directors ,Employees

Of the Company & Non-Executive Directors .All Board Members and Senior
Management of the Company have affirmed compliance with their respective
Code of conduct

TATA conduct its business under the below 22 Clauses :

Clause 1 : National Interest

Clause 2 :Financial Reporting and Records
Clause 3:Competition
Clause 4 :Equal Opportunity employer
Clause 5 : Gifts and Donations
Clause 6 : Government Agencies
Clause 7: Political Non-Alignment
Clause 8: Health ,Safety and Environment
Clause 9 : Quality Product and Services
Clause 10:Corporate Citizenship
Clause 11 :Co-operation of the Tata Companies
Clause 12 :Public representation of the companies & group
Clause 13: Third Party Representation
Code of Conduct /Code of Ethics – Continued

Clause 14 : Use of the Tata Brand

Clause 15 : Group Policies
Clause 16 :Shareholder’s
Clause 17 :Ethical Conduct
Clause 18 : Regulatory Compliances
Clause 19 : Concurrent Employment
Clause 20 :Conflict of Interest
Clause 21 : Securities Transaction and Confidential Information
Whistleblower Policy :

Procedure :

All Employees of the Company are eligible to make Protected Disclosures

under the Policy

All Protected Disclosures concerning fianancial and accounting matters should

be addressed to the Chairman of the Audit Committee for investigation

If any protected disclosure is received by any executive , the same should be
forwarded to Company’s Ethics Counselor or the Chairman of the Audit
Committee

Protected Disclosures should be preferably be reported in Writing so as to have

clear understanding

The Protected Disclosure should be factual and speculative

The Whistle Blower should disclose the identity in the covering letter
Clause 49 :
 12 Directors

 6 Independent Directors

 10 Non-Executive Directors

 All directors go through the training program, independent directors comply

with the independent criteria and all non-executive directors are evaluated

 No Director is member for more than 10 Committees and chairman for more
than 5

 Maximum Time Gap between board meetings should not exceed 4 months

 Whistle Blower Policy to be in place

 Transparency through publishing of quaterly,half yearly and annual reports .

Filing with stock exchanges and annual communiqués with investors
 CSR Initiatives :

The Executive Committee of the Board formed a Donation Committee in Sep 2003
And a Corporate Social Responsibility Committee in Jan 2006 comprising Managing
Director and Senior Management

Few of CSR Initiatives :

1.Employability : Youth trained in various techinical and vocational trades .101 ITI’s
across the country equipment with machines and tools. Women trained in
manufacturing food products and utility items

2.Health :Community Health Programmes.Company drives for total sanitation in

adopted villages .Hand pumps and wells were repaired .Tanker facilities provided to
meet drinking requirements.

3.Education :Shiksha Prasar Kendra TATA motors society) supported 18000 students
Scholarship for higher studies .Infrastructures at school was improved

4.Enviornment : Community irrigation wells and check dams have been constructed at
villages near Pune , augmenting incomes of families through improved irrigation
In Jamshedpur, 85 acres of land has been brought under irrigation and tree plantation
 Risk Management /Audit :

The company has a comphrensive system of control, focused on mitigation of risk

to ensure achievement of objectives .The risk are assessed on an ongoing basis
and controls are designed to respond to risk throughout the company

Risks are categorized into Type A and Type B and also rated from 1-4 based on
impact and frequency

The Audit Committee looks after Type A risks and also reviews the mitigation
against those risks

The line Management regularly monitors the control. Thus the internal control
practices contribute to the development of robust business operations .

The Board regularly reviews processes and procedures to ensure the

effectiveness of the internal systems of control .

Management reports to the Board provides a balanced assessment of the

significant risks, its impact on the company and to rectify them
Risk Management Key Roles and Components :
Tone at the Top :
A blessing in disguise ?

TATA nano production set up in Singur would create lot of job opportunities

Media Speaks :

“Mr Ratan Tata has finally announced that they are pulling out of Singur. As expected, the blame game is on and the
Left has slammed Ms Mamta Banerjee for the fiasco involving the shelving of the prestigious Nano Car project. Are
there any lessons to be learnt from this latest development involving the pull-out? A lot, perhaps.

Undoubtedly, Mr Ratan Tata is one of the most respected industrialists of the country heading, perhaps, India's most
ethical Group. Mr Ratan Tata had caught the fancy of the whole world by announcing his decision to sell the Rs one
lakh Nano Car, which he unveiled with much fanfare in January 2008.  Of course, the Nano project has run into
several problems, including the much publicized compulsory land acquisition drive by the Govt of West Bengal and
Ms Mamta Banerjee's opposition to the project.
“

Involvement of Ratan Tata in Radia Tapes Controversy ?

Tata has submitted that damage to his reputation with the leak of unauthorised telephone
conversations would also affect the investors of the Tata Group of companies, In his petition before the Supreme
Court,
Tone at the Top :

“We never compromised on Ethics “ – By Ratan Tata on 17th March ,2005

Status of Management of Business Ethics :