Governance
Our commitment to the highest standards of corporate governance has been an integral enabler in fostering sustainable value creation over the years. Our Values and the Tata Group ethos form the bedrock of our Corporate Governance architecture. The Board spearheads and oversees the Governance framework to uphold the core values that are required for good governance and transparency.
Mr. Koushik Chatterjee
Non-Executive Chairman
N
Mr. Alok Krishna
Managing Director
H C S R
Mr. Sanjiv Paul
Non-Executive
Non-Independent Director
H C S R
Mr. Krishnava Dutt
Independent Director
A R N
Dr. Pingali Venugopal
Independent Director
N A C S
Ms. Samita Shah
Non-Executive
Non-Independent Director
A R
Dr. Rupali Basu
Independent Director
C S H
Mr. Ravindra Pandey
Additional Director (Independent)
A
Note: Mr. Subhra Sengupta, Chief Financial Officer, is a member of the Risk Management Committee.
Board composition
Age-wise breakup
Gender diversity
Tenure on Board (Years)
Average Board
Meeting attendance
Average Board Committee
Meetings attendance
Profiles of Directors:
Corporate Governance approach
Corporate Governance approach Corporate Governance is an interplay of individuals, processes, performance metrics and purpose. At Tata Metaliks, we firmly believe in upholding principles of transparency, accountability, Safety and Sustainability. These principles extend to fostering an environment of openness, mutual respect, continuous learning and a high degree of integrity. The Corporate Governance framework along with the Ethics Governance framework and Enterprise Risk Management framework, aid fiscal responsibility, ethical conduct and fairness towards all Stakeholders.
At the helm of our Governance structure is the Board of Directors, comprising accomplished professionals from diverse domains who are aligned with our Company’s growth vision. Various Board Committees, led by Independent Directors (IDs), oversee critical aspects of our business. Chairpersons of each Committee assume responsibility for their respective Committees and provide the Board with comprehensive updates and direction on the outcomes of their Committee Meetings.
This cohesive approach enables the Governance architecture to seamlessly integrate the collective leadership of the entire Board and the Committees.
An important improvement this fiscal was the resumption of the IDs’ plant visit at Kharagpur. During the plant visit, while the Senior Leadership set the context for the IDs on the overall organisational strategy implementation and progress of capex programmes, Graduate Engineer Trainees led the plant visit of IDs explaining the key highlights and operational improvements in the new DI Pipe plant.
Leadership Engagement
TML’s leadership system accomplishes setting goals and directions along with implementing policies and strategies which are communicated across the Stakeholders. Performance is managed through empowerment, continuous improvement and Stakeholder Management.
The leadership system cascades to all levels of the organisation including frontline workers who are empowered to take critical business decisions on quality, Safety, productivity, customer needs, vendor requirements etc. for fulfilling the organisation’s objective of delivering value to Stakeholders.
Our Governance philosophy is strengthened through Tata Business Excellence Model, Tata Code of Conduct, Prevention of Sexual Harassment at Workplace, Prevention of Insider Trading and Code of Corporate Disclosure Practices, adoption of Anti- Bribery & Anti-Corruption and Anti- Money Laundering policies and various other policies.
Our initiatives and disclosures on Governance are detailed in this Report.
Compliance Framework
Compliance with applicable laws is an extremely significant matter for both the Board and Management, and we consider it a material issue. We maintain a zero- tolerance policy towards any form of non- compliance. Our Senior Leadership Team (SLT) plays a crucial role as the pillars of our overall compliance framework and actively drive the compliance journey within their respective functional areas.
As part of our Governance framework, a monthly compliance review is carried out involving the Factory Manager, Company Secretary and respective process owners. Action points are formulated based on these reviews and implemented by the process owners. The outcomes of each review are then shared and discussed during the subsequent Apex review, which includes all Senior Leaders and the Managing Director. Quarterly updates on compliance are presented to the Board for thorough deliberation.
During the year, we transitioned to a new Compliance Framework of our parent Company i.e. Tata Steel, which aims to enhance leadership engagement, increase stakeholder involvement and deepen compliance monitoring. This transition was undertaken to strengthen our commitment to compliance. This framework is overseen and managed by the compliance team headed by the Company Secretary and Compliance Officer.
Ethics
Ethical behaviour is deeply ingrained in every aspect of our organisation, serving as an essential component of our operations. It is integrated into all our functions and processes, playing a crucial role in improving consumer perception, fostering transparency, and enhancing employee motivation, involvement and interaction. Our adherence to the Management of Business Ethics (MBE) framework reflects our commitment to shared values and principles.
The Board oversees our Codes of Conduct and the overall corporate behaviour and integrity of the organisation. We conduct various training programmes and communication initiatives across our value chain to increase the focus on our Ethics journey. The Ethics Counsellor (EC) Reports quarterly to the Audit Committee on initiatives and concerns. Our SLT promotes ethical behaviour through the business priority of ‘Responsible Corporate Citizenship’. There are effective policies, systems and governance structures to promote these values, which are regularly reviewed at appropriate forums. We use Employee Engagement surveys and Leadership of Business Ethics surveys (Annual Compliance Report at the Group level) to assess the effectiveness of our SLT’s efforts and identify areas for improvement. To drive our ethical framework, we have an Ethics Team led by the EC who is aided by the Locational Ethics Coordinators who are entrusted with ensuring its effective implementation.
The Tata Code of Conduct (TCoC) stands as a testament to our commitment to sound governance, transparency, corruption prevention and Risk Management. It provides clear guidelines and expectations for ethical conduct across the organisation, reinforcing our dedication to operating with integrity and accountability.
For further details on the TCoC,
please refer to:
www.tatametaliks.com/staticfiles/pdf/TCOC.pdf