Governance

Material theme

Business Ethics

Regulatory
Issues and
Compliances

Corporate
Governance

Material matters

Maintaining highest level of code of conduct and ethics through training and policy frameworks

Having a framework which ensures that the organisation meets all the regulatory compliances

Focus on enhancing accountability, ethical behaviour and fairness to all stakeholders

Strategic response

  • Abiding by the Tata Code of Conduct zero tolerance policy for unethical practices
  • Digital platforms, Regular assessments and periodic audits to ensure compliance
  • Tata Business Excellence Model, Tata Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices, Adoption of Anti-Bribery and Anti- Corruption and Anti-Money Laundering Polices, POSH and various other policies

Impact on SDGs

With transparent and ethical governance being the underlying ethos of our business strategy, we have ingrained good corporate governance practices in our organisational culture. We believe governance and ethics to be the key imperatives of responsible and efficient growth. In line with our commitment to meet the aspirations of our stakeholders, we ensure effective decision-making in all our day-to-day functions for achieving sustainable corporate growth. Our corporate governance philosophy enables sustainable and resilient growth for the Company even in a complex macro environment.

Fostering Strong Governance

As a responsible corporate entity, we remain steadfast in our commitment to enhancing our governance framework to foster transparency and accountability. Our proactive efforts are directed towards instilling the principles of ethics and integrity throughout the organisation, thereby ensuring sustained excellence in all aspects of our operations.

Mr. Ratan N. TataChairman Emeritus

Our Board of Directors

Mr. N. ChandrasekaranChairman

Ms. Vibha Paul RishiNon-Executive, Independent Director

Mr. S. PadmanabhanNon-Executive, Non-Independent Director

Ms. Padmini Khare KaickerNon-Executive, Independent Director

Dr. C. V. NatrajNon-Executive, Independent Director

Mr. K. B. S. AnandNon-Executive, Independent Director

Mr. Rajiv DubeNon-Executive, Independent Director

Mr. R. MukundanManaging Director & CEO

Mr. Zarir LangranaExecutive Director (up to February 29, 2024)

You can read the detailed profiles of our Board of Directors at https://www.tatachemicals.com/about-us/leadershipteam/board-of-directors

Composition of Board Committees

Audit Committee

  • Ms. Padmini Khare Kaicker (Chairperson)
  • Ms. Vibha Paul Rishi
  • Mr. S. Padmanabhan
  • Mr. K. B. S. Anand

Capitals linked

Stakeholders Relationship Committee

  • Ms. Vibha Paul Rishi (Chairperson)
  • Mr. S. Padmanabhan
  • Mr. R. Mukundan

Capitals linked

Nomination and Remuneration Committee

  • Dr. C. V. Natraj (Chairman)
  • Ms. Vibha Paul Rishi
  • Mr. S. Padmanabhan

Capitals linked

Corporate Social Responsibility Committee

  • Mr. S. Padmanabhan (Chairman)
  • Dr. C. V. Natraj
  • Mr. R. Mukundan

Capitals linked

Safety, Health, Environment and Sustainability Committee

  • Mr. Rajiv Dube (Chairman)
  • Mr. S. Padmanabhan
  • Dr. C. V. Natraj
  • Mr. R. Mukundan

Capitals linked

Risk Management Committee

  • Mr. K. B. S. Anand (Chairman)
  • Mr. S. Padmanabhan
  • Ms. Padmini Khare Kaicker
  • Mr. R. Mukundan
  • Mr. Nandakumar S. Tirumalai

Capitals linked

Board Diversity

5

Independent Directors on the Board (Incl. 2 Women Directors)

2

Non-Executive Non- Independent Directors

1

Executive Director

5 out of 6

Committees chaired by Independent Directors

Board Skills and Expertise

Corporate Governance Overview

At Tata Chemicals, we have imbued the organisation with the spirit of consistently upholding and reinforcing our commitment to ethical corporate citizenship. This is demonstrated through exemplary standards of ethical behaviour, both within the organisation and in external relationships.

Our corporate governance framework

Our overall governance framework, systems and processes reflect and support the Company’s Mission, Vision and Values.

Committed to Ethics

We embrace good governance practices on a continuing basis. We ensure strict adherence to moral and ethical values, as well as the legal and regulatory framework. The focus on adoption of good practices at Tata Chemicals extends beyond legal requirements. In line with this focus, we not only ensure compliance with all the statutory requirements but have also institutionalised effective systems and practices towards improving transparency, internal controls and promotion of ethics at the workplace.

Tata Code of Conduct (‘TCoC’)

The TCoC outlines our commitment to each of our stakeholders, including the communities in which we operate. It reflects our unwavering commitment to integrity, fairness, equity, transparency and accountability. In line with this commitment, we conducted several panel discussions and sessions, aimed at promoting a strong culture of good governance and high ethics within the organisation, during the year..

Key tenets of TCoC

Our Managing Director and CEO functions as our Principal Ethics Counsellor, while the Assistant Vice President of Innovation & Business Excellence is the Chief Ethics Counsellor. The latter oversees the deployment of the ethics policies in the organisation. These two officers are supported by the Location Ethics Counsellors.

We have in place a well-defined process to raise concerns, investigate and address the same. Our 24x7 third-party helpline enables stakeholders to raise concerns on a continuing basis.

We conduct regular training and awareness sessions about TCoC for our stakeholders. Mandatory online courses on ABAC, POSH among others are conducted for all employees in critical roles. All new employees are trained in policies relating to Gifts, Whistleblower & Vigil Mechanism, AML among others. We conduct various events during the Ethics Month to reinforce the importance of ethics compliance.

The Tata business and human rights policy

The Tata business and human rights policy underlines our commitment to respecting human rights as an important facet of the values and ideals that guide and govern our conduct. The policy is imbued with the principles contained in the Universal Declaration of Human Rights, ILO, Declaration on Fundamental Principles and Rights at Work and the United Nations Guiding Principles on Business and Human Rights. It is also aligned with the Tata Code of Conduct. The policy contains a well-structured governance framework to oversee the organisation’s human rights commitments and compliances.

High Levels of Data Security

At Tata Chemicals, we recognise information as a critical business asset and strive to ensure the highest levels of data security. Our Information Security Policy helps us operate competitively in global markets and meet our stakeholders’ evolving requirements. Stringent security controls and proactive measures enable us to ensure the confidentiality, integrity and ability of the protected data.

Cyber security measures

The Information Security Policy encompasses our approach to cyber security. The policy covers various aspects of handling and protecting the Company’s information and assets. It is our endeavour to make the policy available to the stakeholders at all times. The policy also clearly defines the roles and responsibilities of various stakeholders for the protection of information and handling of cyber incidents.

The Board’s Risk Management Committee (RMC) has oversight of cyber security and conducts a periodic review of the cyber security risks. To create awareness among employees on cyber threats and the best practices for data protection, they are provided continuous training on the subject to maintain a secure workplace.

The RMC is also apprised of the status of the Business Continuity Plan (BCP), being implemented in a phased manner within the organisation. The BCP is designed to help the Company recover quickly and effectively from any disruption in production activity.

Sustained Performance Management

Our Board-level committees oversee the functions of strategy, risks, performance, safety among others. The Management operates under the guidance of these Committees and accordingly formulates its course of action. A broad spectrum of demographic attributes and characteristics in the Boardroom also helps in ensuring sustained performance management excellence. The Board is highly diverse in terms of qualifications, expertise, experience, skills and gender.

Board Involvement in Climate Change Action

Our commitment to integrating Environmental, Social and Governance (ESG) principles into our businesses is central to improving the quality of life of the communities we serve. Our Board effectively embeds sustainability into long-term strategies, ensuring a convergence of climate strategy with the business of every segment.

The Safety, Health, Environment and Sustainability Committee of the Board (SHES) is entrusted with the specific responsibility of reviewing and monitoring the health, environment and safety framework and sustainable development. It keeps track of the specific issues of concern, including those related to safety and climate change. The Committee also reviews the key environment disclosures for KPIs related to climate change, energy, waste, biodiversity among others.

Additionally, the Company has in place policies for Climate Change, Safety, Health & Environment (SHE) as well as Biodiversity.

During the year, Tata Chemicals adopted the Responsible Value Chain Partner Code of Conduct, which serves as an extension of the Tata principles. Tailored to align with the intricacies of our diverse operations, this code of conduct is a collaborative framework, fostering mutual trust and adherence to ethical standards.