in a Dynamic Environment - Domain-b

Annual Report 2008-09Corporate Governance Report for the year 2008-09(as required under Clause 49 of the Listing Agreements entered into with Stock Exchanges)The Company’s shares were listed on the National Stock Exchange of India Limited and the Bombay Stock ExchangeLimited on August 25, 2004.I. Company’s Philosophy on Corporate GovernanceII.The Company adheres to good corporate practices and is constantly striving to better them and adopt emergingbest practices. It is believed that adherence to business ethics and commitment to corporate social responsibilitywould help the Company achieve its goal of maximising value for all its stakeholders. By combining ethicalvalues with business acumen, globalisation with national interests and core business with emerging business,the Company aims to be amongst the largest and most respected global corporations. The Company willcontinue to focus its resources, strengths and strategies to achieve its vision of becoming a truly global softwarecompany, while upholding the core values of excellence, integrity, responsibility, unity and understanding, whichare fundamental to the Tata Group.As a part of the Tata Group, the Company has a strong legacy of fair, transparent and ethical governancepractices. The Company has adopted a Code of Conduct for its employees including the Whole-time Directorsand the Managing Director. This Code was amended during the year and the revised Code reflects the effect ofthe rapidly increasing footprint of the Tata Group of Companies across nationalities and geographical boundaries,whilst retaining the ethos of the Tata brand and reputation. In addition, the Company has adopted a Code ofConduct for its Non-Executive Directors. Both these codes are available on the Company’s website. The Company’scorporate governance philosophy has been further strengthened through the Tata Business Excellence Model,the Tata Code of Conduct for Prevention of Insider Trading, as also the Code of Corporate Disclosure Practices.The Tata Code of Conduct for Prevention of Insider Trading has also been amended during the year in line withthe amended Securities and Exchange Board of India (SEBI) Regulations in this regard.The Company has in place an Information Security Policy that ensures proper utilisation of IT resources.The Company is in compliance with the requirements of the revised guidelines on corporate governance stipulatedunder Clause 49 of the Listing Agreements with the Stock Exchanges. With the adoption of a Whistle BlowerPolicy and the setting up of a Nomination Committee and an Executive Committee of the Board, the Companyhas moved ahead in its pursuit of excellence in corporate governance.Board of Directors(i)(ii)(iii)The Company has eleven Directors with a Non-Executive Chairman. Of the eleven Directors,seven (i.e. 63.63%) are Non-Executive Directors and six (i.e. 54.54%) are Independent Directors.The composition of the Board is in conformity with Clause 49 of the Listing Agreements entered into withthe Stock Exchanges and exceeds the percentages prescribed in the said Agreements.None of the Directors on the Board is a Member of more than ten Committees or Chairman of more thanfive Committees across all the companies in which he is a Director. Necessary disclosures regardingCommittee positions in other public companies as on March 31, 2009 have been made by the Directors.The names and categories of the Directors on the Board, their attendance at Board Meetings held duringthe year and the number of Directorships and Committee Chairmanships/Memberships held by them inother companies are given herein below. Other directorships do not include alternate directorships,directorships of private limited companies, Section 25 companies and of companies incorporated outsideIndia. Chairmanships/Memberships of Board Committees include only Audit and Shareholders/InvestorsGrievance Committees.86