COOPERATE GOVERNANCE OF INDIAN COMPANY TATA STEEL

5. Founded in
Mumbai
1907

8. COMPANY'S CORPORATE
GOVERNANCE PHILOSOPHY
Corporate governance is creation and
enhancing long-term sustainable value for
the stakeholders through ethically driven
business process.
At Tata Steel, it is imperative that our
Company affairs are managed in a fair
and transparent manner.
We, at Tata Steel, ensure that we evolve
and follow the corporate governance
guidelines and best practices
We consider it our inherent responsibility to
disclose timely and accurate information
regarding our financials and performance
as well as the leadership and governance of
the Company.
In accordance with the Tata Steel Group
Vision, Tata Steel Group (‘the Group’)
aspires to be the global steel industry
benchmark
for value creation and corporate
citizenship.

11. BOARD OF DIRECTORS
O The Board of Directors (‘the Board’) is at the
core of our corporate governance practice and
oversees how the Management serves and
protects the long-term interests of all our
stakeholders.
O We believe that an active, well-informed and
independent Board is necessary to ensure the
highest standards of corporate governance

13. Familiarization Programme for Independent Directors
1-Directors All new IDs inducted on the Board are given an orientation.
2- Presentations are made by EDs and senior management giving an
overview of the Company's operations, products, group structure and
subsidiaries, Board constitution and guidelines, matters reserved for the
Board, and the major risks and risk management strategy.

16. BOARD MEETINGS Scheduling and selection
of agenda items for Board meetings

18. Cont…
O Dates for Board meetings in the ensuing year
are decided in advance.
O Most Board meetings are held at the
registered office at Bombay House, 24, Homi
Mody Street, Fort, Mumbai.
O The Board periodically reviews compliance
reports of all laws applicable to the Company.
O The Board meets at least once a quarter to
review the quarterly results and other items on
the agenda and also on the occasion of the
Annual General Meeting (AGM) of the
shareholders.

19. OAdditional meetings are held, when
necessary. Committees of the Board usually
meet the day before the formal Board
meeting, or whenever the need arises for
transacting business.
O The recommendations of the Committees are
placed before the Board for necessary
approval.
ONine Board meetings were held during the
year ended
OThe gap between two Board meetings
exceeded one hundred and twenty days.

25. The Committee has the
overall responsibility of
approving and evaluating
the compensation plans,
policies and programs for
EDs and the senior
management

37. As per the Companies Act, 2013, one-
third of the Non-Executive Directors
retire by rotation and, if eligible, seek
re-appointment at the AGM of
shareholders
. The Board has recommended the re-
appointment of both the retiring
Directors. Further, the Board appointed
Mr. Andrew Robb as an Additional
Director.
The Board has recommended that Mr.
Andrew Robb be appointed as an ID of
the Company with effect from 12
November, 2014, subject to
shareholders' approval.
The detailed profile of these Directors
according to KSA qualify the candidates
for Board membership are provided in
the Notice convening the AGM.

38. Communication to the
shareholders
O We send quarterly financial results to shareholders
through e-mail.
O The financial results are also posted on the Company's
website and published in The Indian Express, Financial
Express, Nav Shakti, Free Press Journal and Loksatta.
O Earning call are held with analyst
O posted on the Company's website.
O All price sensitive information and matters which are
material and relevant to shareholders are intimated to the
Stock Exchanges where the securities of the Company are
listed.
O The Company submits to NSE all compliances, disclosures
and communications through NSE’s NEAPS portal. The
Company has also complied with fi ling submissions
through BSE‘s BSE Online portal.

42. CORPORATE GOVERNANCE MODELS in India
O India's SEBI Committee on Corporate
Governance defines corporate governance as
the:
"acceptance by management of the inalienable
rights of shareholders as the true owners of the
corporation and of their own role as trustees on
behalf of the shareholders. It is about
commitment to values, about ethical business
conduct and about making a distinction between
personal & corporate funds in the management
of a company."

43. SEBI and CORPORATE
GOVERNANCE
O Securities and Exchange Board of India (SEBI) was
established on April 12, 1992 in accordance with the
provisions of the Securities and Exchange Board of India
Act, 1992.
O It monitors and regulates corporate governance of listed
companies in India through Clause 49 of the Listing
Agreement.
O This clause is incorporated in the listing agreement of
stock exchanges and it is compulsory for them to comply
with its provisions.
O It was first introduced in the financial year 2000-01 based
on the recommendations of Kumar Mangalam Birla
committee. revisions of
O Clause 49 of the Listing Agreement

45. SysTEMIC PROBLEMS OF CORPORATE GOVERNANCE
O Demand for information:
In order to influence the directors, the
shareholders must combine with others to form a voting group which can
pose a real threat of carrying resolutions or appointing directors at a general
meeting.
O Monitoring costs:
A barrier to shareholders using good information is the
cost of processing it, especially to a small shareholder.
The traditional answer to this problem is the efficient-market hypothesis (in
finance, the efficient market hypothesis (EMH) asserts that financial
markets are efficient), which suggests that the small shareholder will free
ride on the judgments of larger professional investors.
O Supply of accounting information:
Financial accounts form a crucial link in enabling providers of finance to
monitor directors. Imperfections in the financial reporting process will cause
imperfections in the effectiveness of corporate governance.