shreyas corporate governance of tata steel

8/12/2019 SHreYaS Corporate Governance of Tata Steel

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Introduction of corporate governance

Profile of TATA steel Companys philosophy

Members of BOD

Role of BOD

Remuneration packages Audit committee

Share holders committee

Top 10 equity share holders

Means Of communication Certificate Conclusion


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TRANSPARENCY-Everything that happens in the company , if it

is not shy to share it publicly ,it is transparent.

ACCOUNTABILITY- The management is accountable for itsdecisions.

EQUANIMITY- Right of all share holders are equal ,regardless ofminor or major share holders.

It involves letting investors know how the company in which theyhave invested is utilizing their money.


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Good corporate governance , companies canreduce vulnerability to financial crisis.

studies world over have shown-markets and investors take notice of well

managed companies.

Respond and rely on them.

Reward such companies with highervaluation.


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Tata Steel ,established in 1907, is among the top ten steel

producers in the world with an existing annual crude steelproduction capacity of 30 Million Tones Per Annum (MTPA).

Tata Steel has a balanced global presence in over 50developed European and fast growing Asian markets, withmanufacturing units in 26 countries.

Through investments in Corus, Millennium Steel (renamedTata Steel Thailand) and NatSteel Holdings, Singapore, TataSteel has created a manufacturing and marketing network inEurope, South East Asia and the pacific-rim countries.Corus, which manufactured over 20 MTPA of steel in 2008,has operations in the UK, the Netherlands, Germany, France,Norway and Belgium.

Tata Steel, through its joint venture with Tata BlueScopeSteel Limited, has also entered the steel building andconstruction applications market.


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Apart from the main Steel Division, Tata Steel'soperations are grouped under the following StrategicBusiness Units:-

Bearings Division Ferro Alloys and Minerals Division Agrico Division Tata Growth Shop (TGS) Tubes Division Wire Division

Tata Steels vision is to be the global steel industrybenchmark for Value Creation and CorporateCitizenship.


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The Companys Corporate Governance Philosophy

The Company has set itself the objective of expanding its

capacities and becoming globally competitive in its business. As a part

of its growth strategy, the Company believes in adopting the best

practices that are followed in the area of Corporate Governance across

arious geographies.

The Company emphasizes the need for full transparency andaccountability in all its transactions, in order to protect the interests of

its stakeholders. The Board considers itself as a Trustee of its

Shareholders and acknowledges its responsibilities towards them for

creation and safeguarding their wealth.


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NAMESMr. Cyrus Mistry(chairman)

Mr. B.Muthuraman (vice-Ch)

Mr. Nusli N. Wadia

Mr. Ishaat Hussain

Mr. Subodh Bhargava

Mr. Jacobus Schravan

Mr. Andrew Robb

Dr. Karl Ulrich Koehler

Ms. Mallika Srinivasan

Mr. D. K. Mehrotra

Mr. S. M. Palia

Mr. Koushik Chatterjee

Mr. Hemant M. Nerurkar

CATEGORYNot independent , Non-executive

Not Independent , Non-executive

Independent , Non-executive

Not independent , Non-executive




Not Independent, Non-executive



Not Independent , Non-executive

Group Executive Director (Financeand Corporate)

Managing Director - Tata Steel Indiaand South East Asia


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Board of directors met 10 times in a year and gap between

any two meetings did not exceed 4 months.

The Company pays sitting fees of Rs. 20,000 per meeting tothe NEDs for attending the meetings of the Board, ExecutiveCommittee of the Board, Remuneration Committee, Audit

Committee and Committees constituted by the Board fromtime to time. For other meetings, viz. Investor GrievanceCommittee and Ethics Committee, the Company pays to theNEDs sitting fees of Rs. 5,000 per meeting.

Full disclosure has been made regarding the remunerationpackages of all directors


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Name of director Commission*(Lakhs) Sittingfees .LkMr. R.N. Tata (chairman) 250.00 3.20

Mr. Cyrus P.Mistry - 3.80

Mr. B. Muthuraman @ 80.00 3.80

Mr. Nusli N. Wadia 55.00 3.20

Mr. S. M. Palia 80.00 6.85

Mr. Ishaat Hussain 50.00 6.30

Mr. Subodh Bhargava 50.00 3.10

Mr. Jacobus schraven 20.00 2.20

Mr. Andrew Robb 20.00 4.25

Mrs. Mallika Srinivasan 10.00 0.80

Mr. D.K. Mehrotra 10.00 0.40

Dr. Karl-Ulrich Koehler - 3.80

Total 625.00 41.70

*--payable in 2013-14@--Excluding retirementbenefits of ` 69.35 lakhspaid to Mr. B. Muthuraman


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@--Payable in 2013-14

NAME SALARYRs. Lakhs

PERQUISITES&ALLOWANCESRs. LakhsCOMMISIONS@Rs. Lakhs

StockoptionsRs. Lakhs

Mr. H. M.

Nerurkar(MANAGINGDIRECTOR)

125.35 72.50 375.00 NIL

Mr. KoushikChatterjee

(ExecutiveDirector &GCFO)*

87.26 13.85 298.50 NIL

* Appointed as Executive Director w.e.f. 9th November, 2012.


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The Company had constituted an Audit Committee in the year1986.

The composition of the Audit Committee and the details ofmeetings attended by the Directors are given below :

NAMES OF MEMBERS CATEGORY NO.MEETINGATTENDEDDURING 2012-13Mr. Subodh Bhargava

(Chairman)

Independent,

(Non executive)6

Mr.S.M. Palia ,(Member)

Independent,(Non executive)

6

Mr. Ishaat Hussain(Member)

Non executive, NonIndependent

6

Mr. .Andrew Robb

(Member)

Independent, Non-

executive

6


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Audit Committee meetings are attended by the Group Chief FinancialOfficer, Chief (Corporate Audit) and Chief Financial Controller (Corporate)and Representatives of Statutory Auditors. The Company Secretary acts as theSecretary of the Audit Committee.

Six Audit Committee Meetings were held during 2012-13.

Whistle Blower Policy ..The Audit Committee at its meeting held on 25th October, 2005, approvedframing of a Whistle Blower Policy that provides a formal mechanism for allemployees of the Company to approach the Ethics Counselor/Chairman ofthe Audit Committee of the Company and make protective disclosures aboutthe unethical behavior, actual or suspected fraud or violation of theCompanysCode of Conduct. The Whistle Blower Policy is an extension of the

Tata Code of Conduct, which requires every employee to promptly report tothe Management any actual or possible violation of the Code or an event hebecomes aware of that could affect the business or reputation ofthe Company. The disclosures reported are addressed in the manner andwithin the time frames prescribed in the Policy. Under the Policy, eachemployee of the Company has an assured access to the Ethics Counselor/Chairman of the Audit Committee.


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An Investors Grievance Committee was constituted on 23rd March, 2000to specifically look into the redressal of Investors complaints like transfer of

shares, non-receipt of balance sheet and non-receipt of declared dividend, etc.One meeting of the Investors Grievance Committee was held on 11th July, 2012

The composition of the Investors Grievance Committee is given below :

NAMES OF MEMBERS CATEGORY NO.MEETINGATTENDEDDURING 2012-13Mr. Ishaat HussainChairman

Not Independent ,Non- Excutive

1

Mr. Suresh Krishna,Member

Independent,Non-excutive

1

Mr. Subodh BhargavaMember

Independent,Non-Executive

1


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S.N Name of share holders No. of shareheld ofholding1 Tata Sons Limited 213,822,295 29.27

2 Life Insurance Corporation of India 145,467,247 14.98

3 HDFC Trustee Company Limited 16,880,099 1.74

4 Government of Singapore 16,417,074 1.69

5 ICICI Prudential Life Insurance Company Limited 12,803,098 1.32

6 National Insurance Company Limited 11,179,459 1.15

7 The New India Assurance Company Limited 10,784,993 1.11

8 Blackrock 9,646,280 0.99

9 Abu Dhabi Investment Authority 8,827,193 0.91

10 SBI Life Insurance Co. Ltd 8,132,934 0.84


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Month High (Rs.) Low (Rs.) Volume(no. of shares)Apr-12

482 444.1 14703712

May-12469.7 389 20978518

Jun-12443.9 389.1 15139136

Jul-12454.9 382.15 14016152

Aug-12416.7 358.3 16904844

Sept-12415 347.55 17020331

Oct-12426 388.65 16456938

Nov-12408.85 359.15 12052521

Dec-12436.75 386.1 14715137

Jan-13448.1 397.1 15660911

Feb-13411.85 338.8 14466523

Mar-13 362.75 300.85 14936885

BOMBAY STOCK EXCHANGE


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Dividend Distribution (in %)

year TATA STEEL JSW STEEL SAIL

2013 8.00 10.00 2.00

2012 12.00 7.50 0.80

2011 12.00 12.25 2.40

2010 8.00 9.50 3.30


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Shareholder/InvestorComplaints :

Complaints pending as on 1st April, 2012 :7

During the period 1st April, 2012 to 31st March, 2013,complaints identified and reported under Clause 41

of the Listing Agreements. :275

Complaints disposed off during the year ended 31st March, 2013 :274

Complaints unresolved to the satisfaction of shareholders

as on 31st March, 2013 :8 No. of pending share transfers of Ordinary Shares as on 31st March, 2013 :99

M f C i ti


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Means of Communication

Half-yearly report

The half-yearly results of the Company are published in the newspapers and posted on the

website of the Company.

ResultsThe quarterly and annual results along with the Segmental Report are generally published in The

Times of India ,The Indian Express, Nav Shakti , Free Press Journal, Loksatta and also displayed

on the website of the Companywww.tatasteel.com shortly after its submission to the Stock

Exchanges.Presentation to Institutional Investors or to analysts

Official news releases and presentations made to Institutional Investors andanalysts are posted on the Companys website.

Management Discussion & Analysis Report

The MD&A Report forms a part of the Directors Report. All matters pertainingto industry structure and developments , opportunities and threats,segment/product wise performance, outlook, risks and concerns, internal

control and systems, etc. are discussed in the said report.


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We have examined the compliance of conditions of

Corporate Governance by Tata Steel Limited, for the yearended on 1st March,2013, as stipulated in Clause 49 of theListing Agreement of the said Company with stockexchanges.

In our opinion and to the best of our information

and according to the explanations given to us and therepresentations made by the Directors and the management,we certify that the Company has complied with theconditions of Corporate Governance as stipulated in Clause49 of the above mentioned Listing Agreement.

We further state that such compliance is neither anassurance as to the future viability of the Company nor ofthe efficiency or effectiveness with which the managementhas conducted the affairs of the Company.

---------- Chartered Accountants


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shreyas corporate governance of tata steel

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