TCS Corporate Sustainability Report 2010-11 - Tata Consultancy ...

Different aspects of TCS’ Corporate Governance are addressed below:
Aspect How
Avoidance of
Conflict of Interest
TCS has a Code of Conduct for Non-Executive Directors, requiring them to always act in
the interest of the company and ensure that any other business or personal association,
which they may have, does not involve any conflict of interest with the operations of the
company and their role therein.
Similarly, all employees including the Managing Director and Executive Directors are
prohibited from freelancing or accepting any position of responsibility with or without remuneration with any other
company without TCS’ written approval. For Executive Directors and the Managing Director, such approval must be
obtained from the Board.
Conflict of interest between the Board’s executive function and the supervisory function is minimized by making the
Chairmanship of the Board a non-executive role, and keeping it separate from that of the Chief Executive Officer and
Managing Director.
Intra-group
Transactions
TCS does not derive any material revenues (~1% of revenues in FY 2011) from other Tata
group companies. There is no intermingling of employees and resources including cash
amongst the Group companies.
Independent Directors make up half the Board. Any dealing with Tata Sons or with a
group company is done on an arms-length basis and has to be approved by the Board.
Such transactions are reviewed closely by the Board to ensure that all shareholders’ interests are protected before they
are approved. All transactions with Tata group companies are disclosed in our Annual Report (Page 102-106).
Board Oversight
of the
Sustainability Agenda
To ensure that Business Sustainability gets adequate governance focus, TCS' Board of
Directors meets 7 to 8 times a year. While four of these meetings are for review and
approval of financial results, the remainder is for more detailed oversight of business,
strategy and sustainability matters.
Meeting more than the statutory number of times ensures that the Board's focus goes
beyond financial performance alone and covers various operational and strategic issues including sustainability
aspects, budgets, industry performance, peer review and competition analysis, overall risk assessment, performance of
subsidiaries, opportunities for organic and inorganic growth etc.
The CEO and Managing Director personally oversees the Company's sustainability strategy and reports on the
initiatives and progress at the Board meetings. He is supported by dedicated teams for Corporate Social Responsibility
and Environment, each headed by highly-qualified specialists in their respective domains. Their goals are determined
by Senior Management in line with the Company's overall sustainability objectives, and performance on these two
7
specific aspects of our sustainability agenda is reviewed by the Board on an annual basis .
7 There are currently no processes in place for evaluating the Board’s own performance with regard to sustainability matters.
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