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TATA MOTORS K NARENDRA CHARY-045 MOHD ZUHAIR- 042 MANOJ-041 A NAGA DIVYA-044 MRUNALINI-043

Tata Motors Corporate Governance

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K NARENDRA CHARY-045 MANOJ-041 MRUNALINI-043

MOHD ZUHAIR-042 A NAGA DIVYA-044

Company Profile Headquarters - Mumbai TML is currently headed by Ratan Tata Tata Motors manufactures HCV, LCV, Passenger cars, MUV

and Military Vehicles Global operations - UK, South Korea, Thailand and Spain TML - world's fourth largest truck manufacturer

world s second largest bus manufacturer

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History Tata Motors Limited is a part of Tata Group. Founder - Jamshedji Tata The company was established in 1945 as a locomotive

manufacturing unit It tied-up with Daimler-Benz and entered Commercial

vehicle segment in 1954 In 1992, it entered Small vehicle segment

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Product ProfilePassenger Cars & Utility vehicles Tata Sumo/Spacio Tata Safari Tata Indica Tata Indigo Tata Winger Tata Magic Tata Nano Tata Xenon XT Tata Xover (2009) Tata Manza (2009)

Commercial Vehicles Tata Ace Tata Starbus Tata Globus Tata Marcopolo Bus Tata Novus Tata 407 EX

Military Vehicles Tata LSV Tata 407 Troop Carrier Tata Winger Passenger Mini

Bus

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Tata Motors Limited

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Acquisitionsy 2004 - acquired Daewoo's truck manufacturing unit-now known

as Tata Daewoo Commercial Vehicle, in South Koreay 2005 acquired 21% of Aragonese Hispano giving it controlling rights

of the companyy 2007 - Formed a joint venture with Marcopolo of Brazil & introduced

low-floor buses in the Indian Markety 2008 acquired British Jaguar Land Rover (JLR)-includes the

Daimler and Lanchester brand namesy 2010 acquired 80% stake in Italy-based design and engineering

company Trilix for a consideration of 1.85 million

Expansion 1991- entered into passenger vehicle market from commercial vehicle market-

launched Tata Sierra, a multi utility vehicle 1992- Tata estate 1994-Tata Sumo 1998-Tata Safari (India's first sports utility vehicle) 1998-launched Tata Indica (the first fully indigenous passenger car of India) Indica V2- a major improvement over the previous version and quickly became a

mass-favorite 2008- launched Tata Nano (least expensive production car in the world)

Technology and design subsidiariesy Telco Construction Equipment (TELCON)

y HV Transmission (HVTL) and HV Axles (HVAL)

y Tata Technologies Limited (TTL)

y Tata Motor European Technical Centre

ORGANISATION CHART

Board of Directorsy Ratan N Tata y Ravi Kant y Dr. J J Irani y R Gopalakrishnan y Ranendra Sen y Dr. Ralf Speth y Carl-Peter Forster y P M Telang

Non-Executive Chairman Non-Executive, Vice Chairman Non-Executive (Tata Steel Nominee) Non-Executive Non-Executive Additional Director Group CEO & MD MD - India Operations( Functional)

Non-Executive, Independenty Mr. Nusli N Wadia y Mr. S M Palia y Dr. R A Mashelkar y Mr. Subodh Bhargava y Mr. Nasser Munjee y Mr. V K Jairath

Mr. Ratan N Tata Non-Executive Chairman

Mr. Ravi Kant Non-Executive, Vice Chairman

Mr. Carl-Peter Forster Group CEO & Managing Director

Mr. P M Telang Managing Director - India Operations

Dr. J J Irani Non-Executive Director

R Gopalakrishnan Non-Executive Director

Dr. Ralf Speth Additional Director

Mr. Ranendra Sen Non-Executive Director

Non-Executive, Independent Directors

Mr. Nusli N Wadia

Mr. S M Palia

Mr. Subodh Bhargava

Mr. Nasser Munjee

Dr. R A Mashelkar

Mr. V K Jairath

Senior Management y Mr. Carl-Peter Forster Managing Director & Group CEO y Mr. P M Telang Managing Director-India Operations y Mr. C Ramakrishnan Chief Financial Officer y Mr. Ravi Pisharody President (Commercial Vehicles Business Unit) y Dr. Tim Leverton Head (Advanced and Product Engineering) y Mr. S B Borwankar Senior Vice President (Mfg Operations-CVBU) y Mr. Prabir Jha Senior Vice President (Human Resources) y Mr. R Ramakrishnan Vice - President (Commercial - PCBU) y Mr. Girish Wagh Head (Passenger Car Operations - PCBU) y Mr. R T Wasan Head (International Business - CVBU) y Mr. Johnny Oommen Head (International Business - PCBU) Company Secretary y Mr. H K Sethna Corporate Communications y Mr. Debasis Ray Head - Corporate Communications

Listingsy Is a dual-listed company both on the Bombay Stock Exchange Ltd

(BSE) & National Stock Exchange of India Ltd (NSE)y International Listingy The American Depositary Shares (ADSs) (through the conversion of its

International Global Depositary Shares into American Depositary Shares (ADSs) are listed on the New York Stock Exchange (NYSE) since September 27, 2004.y The Global Depositary Shares (GDSs) issued in October 2009 are listed on

the Luxembourg Stock Exchange since then. The said GDSs are also traded on London Stock Exchange on IOB platform

SHARES Type ISIN No. Stock Code BSE Ordinary Shares A Ordinary Shares INE155A01014 IN9155A01012 500570 570001 NSE TATAMOTORS TATAMTRDVR

ADRs/GDRsType Listing Ticker Descriptio Symbol n Currenc y ISIN CUSIP SEDOL

ADR

New York SE

TTM

Common Shares Common Shares

INR

US8765685024

876568502 B02ZP96U S 876568601 B4YT1P2

GDR

Luxembourg SE

TTM LX

INR

US8765686014

Market InformationMarket price data - monthly high/low of the closing price and trading volumes on BSE/NSE depicting liquidity of the Company s Ordinary Shares and A Ordinary Shares on the said exchanges is given hereunder:-

The Performance of the Company s Stock Price vis--vis Sensex, Auto Index

The Committees Of The BoardCommittees:To focus effectively on the issues and ensure expedient resolution of the diverse matters, the Board has constituted a set of Committees with specific terms of reference/scope. Audit Committee Remuneration Committee Investors Grievance Committeey Finance Committee of Directors y Committee of Board y Ethics and Compliance Committee

Audit CommitteeComposition:y V R Mehta (Chairman) y J K Setna y S A Naik

Audit Committeey The Audit Directors comprises of three independent

Directors, all of whom are financially literate and have relevant finance and /or audit exposure

y The quorum of the Committee is two members or

one-third of its members, whichever is higher

y The Internal Audit function headed by the Chief

Internal Auditor, reports to the Audit Committee to ensure the independence of operations

Remuneration CommitteeComposition: N N Wadia (Chairman) Ratan N Tata N A Soonawala V R Mehta S A Naik

Remuneration Committeey The Remuneration Committee comprises of three Independent

(including the Chairman of the Committee) and two Non-Executive Directorsy The Remuneration Committee of the Company is empowered to

review the remuneration of the MD and Executive Director(s), retirement benefits and deal with matters pertaining to Employees Stock Option Schemey The remuneration of the Managing and Whole-time director(s) is

recommended by the Remuneration Committee

Investor s Grievance CommitteeComposition: S A Naik (chairman) R Gopalakrishnan Ravikant P P Kadle

Investor s Grievance Committeey The Investors Grievance Committee comprises of an Independent

Director as Chairman, a Non-Executive Director, the Managing Director and the Executive Directory The Investors Grievance Committee of the Board is empowered to

oversee the redressal of investors complaints pertaining to share/debenture transfers, non-receipt of annual reports, interest/dividend payments, issue of duplicate certificates, transmission (with and without legal representation) of shares and debentures and other miscellaneous complaints

Other Committeesy Finance Committee of Directors: look into matters pertaining to finance and

banking transactions, including the Company s fund raising and treasury operations, investments, all related risk management and policy matters, granting Powers of Attorney, property matters and other day-to-day financial related operations of the companyy Committee of Board: review capital and revenue budgets, long-term

business

strategies and plans and the organizational structure of the Company. The Committee also discusses the matters pertaining to legal cases, acquisitions and divestment, new business forays and donationsy Ethics and

Compliance Committee: formulate policies relating to the

implementation of the Tata Code of Conduct for Prevention of Insider Trading (the Code), take on record the monthly reports on dealings in securities by the Specified Persons and decide penal action in respect of violations of the Regulations/the Code

Remuneration of Board Of DirectorsFor the year 2009-10(Rs in lakhs)

NameRatan N Tata N A Soonawala J J Irani J K Setna V R Mehta R Gopalakrishnan N N Wadia Helmut Petri S A Naik Peter K M Fietzek

Commission40.00 31.45 11.25 12.90 18.85 33.45 15.80 1.60 13.90 0.80

Sitting Fees2.00 2.00 1.40 1.60 1.45 2.10 1.50 0.20 2.00 0.10

Managing & Executive Director(Rs in lakhs)Name Ravi Kant P P Kadle V Sumantran Salary 32.40 30.00 16.04 Commission 110.00 100.00 Nil

Attendance

Policiesy Environmental PolicyTo minimize the adverse impact of products, operations and services on the environment

y Quality Policy

Maximizing customer satisfaction and strive to achieve goal of excellenceby continual improvement. Improving the quality of life of its employees through improved work practices and social welfare scheme

CG in TMLy Tata Business Excellence Model y Tata Code of Conduct y Balanced Scorecard Methodology y Fully compliant to Clause 49

Clause 49y y y y

12 Directors 6 Independent Directors (50%) 10 Non Executive Directors(83%) All directors go through the training program, independent directors comply with the independence criteria and all nonexecutive directors are evaluated

y

No director is member of more than 10 committees and chairman of more than 5

Clause 49y

Maximum time gap between board meetings did not exceed 4 months

y y

Whistle blower policy put in place Transparency through publishing of quarterly, halfyearly and annual reports. Filing with stock exchanges and annual communiqus with investors. All information available on website

Bibliographywww.tatamotors.com www.wikipedia.com www.moneycontrol.com