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The pivot point - Tata Motors

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14<br />

<strong>The</strong> <strong>pivot</strong> <strong>point</strong><br />

Our philosophy on corporate<br />

governance is founded on a rich legacy<br />

of fair, ethical and transparent<br />

governance practices, many of which<br />

were in place even before they were<br />

mandated. We have adopted highest<br />

standards of professionalism, honesty,<br />

integrity and ethical behaviour, and<br />

incorporated them in our way of<br />

conducting business. Through this<br />

robust governance mechanism, the<br />

Board along with its committees<br />

undertakes its fiduciary<br />

responsibilities to all its stakeholders.<br />

We continue to strengthen our<br />

corporate governance practices<br />

through implementation of specific<br />

models and methods. <strong>The</strong> <strong>Tata</strong><br />

Business Excellence Model (TBEM) is a<br />

means to drive business excellence and<br />

also track progress on long term<br />

strategic objectives. <strong>The</strong> TCoC<br />

articulates values, ethics and business<br />

principles guiding our Board and<br />

employees on ethical behaviour. It also<br />

acts as an appropriate mechanism to<br />

report and address concerns<br />

pertaining to non-adherence to the<br />

code. We are in full compliance with the<br />

requirements under Clause 49 of the<br />

Listing Agreement with the Indian<br />

Stock Exchanges. Our risk<br />

management and internal control<br />

functions are geared up to meet the<br />

requirements of progressive<br />

governance standards.<br />

<strong>The</strong> Board of Directors along with its<br />

Committees provides leadership and<br />

guidance to our management and<br />

directs, supervises and controls our<br />

performance. Mr. Carl-Peter Forster<br />

was ap<strong>point</strong>ed as <strong>Tata</strong> <strong>Motors</strong> Group<br />

CEO & Managing Director with effect<br />

from 01 April 2010. <strong>The</strong> Board<br />

currently comprises of 13 Directors,<br />

out of which 10 are non-executive.<br />

To address the various governance<br />

requirements we have the following<br />

committees: Audit Committee,<br />

Remuneration Committee, Investors’<br />

Grievance Committee, Executive<br />

Committee, Ethics and Compliance<br />

Committee and Nominations<br />

Committee. We have health, safety and<br />

environment committees at each of<br />

the plants. A steering committee<br />

headed by the Managing Director<br />

tracks safety, health and environment<br />

performance, addresses issues and<br />

identifies areas of improvement on a<br />

monthly basis. Our enterprise risk<br />

management (ERM) framework maps<br />

the strategic, operational, financial and<br />

governance risks related to the<br />

business strategy and assesses<br />

potential weaknesses in the internal<br />

processes. Detailed information on<br />

committees of the Board and their<br />

functioning can be sourced from our<br />

2010-11 Annual Report 5 .<br />

5Annual Report Page 42 - http://tatamotors.com/investors/<br />

annualreports-pdf/annual-report-2010-11.pdf<br />

* Ceased to be a Director w.e.f September 1, 2010<br />

Name of the Director<br />

Mr. Ratan N <strong>Tata</strong><br />

Mr. Ravi Kant<br />

Mr. J J Irani<br />

Mr. R Gopalakrishnan *<br />

Mr. N N Wadia<br />

Mr. S M Palia<br />

Mr. R A Mashelkar<br />

Mr. S Bhargava<br />

Mr. N Munjee<br />

Mr. V K Jairath<br />

Mr. R Sen<br />

Mr. Ralf Speth<br />

Mr. Carl - Peter Forster<br />

Mr. P M Telang<br />

Position of Responsibility<br />

Non Executive Chairman<br />

Non Executive , Vice Chairman<br />

Non Executive<br />

Non Executive, Independent<br />

Non Executive, Independent<br />

Non Executive, Independent<br />

Non Executive, Independent<br />

Non Executive, Independent<br />

Non Executive, Independent<br />

Non Executive, Independent<br />

Non Executive, Independent<br />

Non Executive<br />

Group CEO and Managing Director<br />

Managing Director - India Operations

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