Report on Corporate Governance
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REPORT ON CORPORATE GOVERNANCE CORPORATE GOVERNANCE PHILOSOPHY BOARD OF DIRECTORS The Indian Hotels Company Limited (‘IHCL/the Company’) has The Company believes that an active, well-informed and a governance framework that is driven by the objective of independent board is necessary to ensure the highest enhancing long term stakeholder value without compromising standards of corporate governance. At IHCL, the Board is at on ethical standards and corporate social responsibilities. the core of our corporate governance practices. Driven on Inclusive and transparent corporate governance practices are the principles of ethics and accountability, the Board strives the Company’s inherited tenets from the Tata group which to work in best interest of the Company and its stakeholders. have indeed been an integral part of the way the Company It provides strategic direction, leadership and guidance to the has done business for over a century. Company’s management as also monitors the performance of the Company with the objectives of creating long term value IHCL, endevours to demonstrate the highest standards of for the Company’s stakeholders. corporate governance and ethical behaviour across all levels within the organisation with a zero-tolerance policy towards Size and Composition of the Board any deviation from these standards. Our ethical framework We acknowledge the importance of diversity in the focuses on long term shareholder value creation through Boardroom as a driver of effectiveness. For the Board, responsible decision making. As a global organisation, the diversity encompasses difference in perspective, experience, Corporate Governance practices followed by the Company education, ethnicity, gender and other personal attributes. and its subsidiaries are compatible with international standards and best practices. IHCL’s Board represents an appropriate mix of Executive and Non-Executive Directors, including Independent Directors, Our corporate governance framework ensures that we make which is compliant with the Companies Act, 2013 (‘the timely disclosures and share relevant information regarding Act’) and the Securities and Exchange Board of India (Listing our financials and performance, as well as disclosure related Regulations and Disclosure Requirements) Regulations, 2015 to the leadership and governance of the Company. At IHCL, (‘Listing Regulations’). Corporate Governance is more than just adherence to the Statutory & Regulatory requirements. It is equally about As on March 31, 2019, the Company’s Board of Directors focusing on voluntary practices that underline the highest (‘Board’) comprises nine members, out of whom one is an levels of transparency & propriety. Executive Director and eight are Non-Executive Directors. Out of these eight Non- Executive Directors, five are The Corporate Governance mechanism is further strengthened Independent Directors of which two are Women Directors. with adherence to the Tata Business Excellence Model as a None of the Directors are related inter-se, in terms of means to drive excellence for tracking progress on long term Section 2 (77) of the Act, read with the Rules framed strategic objectives. The Tata Code of Conduct (‘TCOC’), which thereunder. The profile of the directors can be found on our articulates the values, ethics and business principles, serves as Company’s website at: https://www.ihcltata.com/investors/. a guide to the Company and Employees including the Managing All Directors, other than Independent Directors are liable to Director and Executive Directors and is supplemented with an retire by rotation. appropriate mechanism to report any concerns pertaining to non-adherence to TCOC. GOVERNANCE GUIDELINES The Company has adopted Governance Guidelines on Board Effectiveness based on best practices from both within and outside the Tata group to help fulfil its corporate responsibility towards its stakeholders. The Governance Guidelines cover aspects related to composition and role of the Board and its Committees, Chairman and Directors, Board diversity, Director’s term and retirement age. It also covers aspects relating to nomination, appointment, induction and development of Directors, Directors’ remuneration, subsidiary oversight, Board effectiveness review and mandates of Board Committees. 128 The Indian Hotels Company Limited CORPORATE STATUTORY FINANCIAL OVERVIEW REPORTS STATEMENTS Key Board Qualifications, Expertise and Attributes Details of other Directorships/ Committee Memberships All the Directors have made necessary disclosures regarding The Board comprises qualified members who bring in the their directorships and other interests as required under required skills, competence and expertise that allow them to Section 184 of the Act and on the Committee positions held make effective contribution to the Board and its committees. by them in other companies. None of the Directors hold directorships in more than 20 Indian Companies with not In view of the objectives and activities of our Business, the more than 10 public limited companies and none of the Company requires skills/expertise/competencies in the Directors hold directorships in more than eight listed entities. areas of Finance, Regulatory, Strategy, Business Leadership, None of the Independent Directors serve as Independent Technology, Sales & Marketing, Hospitality, Human Resources Director in more than seven listed entities and none of and Risk & Governance. the Whole-time Directors of any listed company serve as Independent Directors in more than three listed companies. The Board is satisfied that the current composition reflects Further, neither of them serve as Members of more than 10 an appropriate mix of knowledge, skills, experience, diversity Committees nor do any of them serve as Chairperson of more and independence required for it to function effectively. than five Committees, across all the public limited companies The Board periodically evaluates the need for change in its in which they are Directors. For the purpose of counting the composition and size. Chairmanship and Membership of Committees, the Company has only considered Audit Committee and Stakeholder’s Term of Board Membership Relationship Committee. As per the retirement age policy adopted by the Company, The details of each member of the Board along with the the retirement age for Independent Directors is 75 years and number of Directorship(s)/Committee Membership(s)/ other Non-Executive Directors is 70 years. The Managing and Chairmanship(s), details of directorships of listed entities Executive Directors retire at the age of 65 years. and category of directorship, and their shareholding in the Company as on March 31, 2019 are provided herein: Name and Category of the No. of outside Details of Directorships of other Listed Entities and No of outside committee No. of Director Directorships as at Category of Directorship positions held2 shares and March 31, 20191 convertible As As instruments Member Chairman held in IHCL Mr. N. Chandrasekaran 5 Tata Motors Limited Non-Executive, - - - (Chairman) Non-Independent Non-Executive, Tata Global Non-Executive, Non-Independent beverages Limited Non-Independent Tata Consultancy Non-Executive, Services Limited Non-Independent Tata Steel Limited Non-Executive, Non-Independent The Tata Power Non-Executive, Company Limited Non-Independent Mr. Puneet Chhatwal 7 Taj GVK Hotels and Non- Executive Director 1 - - Managing Director & Chief Resorts Limited Executive Officer Oriental Hotels Limited Non- Executive Director Benares Hotels Limited Non- Executive Director Mr. Deepak Parekh 8 Siemens Limited Independent Director 3 1 3,100 Non-Executive Network 18 Media and Independent Director Equity Independent Investments Limited Shares HDFC Life Insurance Non- Executive Director Company Limited Housing Development Non- Executive Director Finance Company Limited HDFC Asset Management Non- Executive Director Company Limited GlaxoSmithKline Non- Executive Director Pharmaceuticals Limited Annual Report 2018-19 129 Name and Category of the No. of outside Details of Directorships of other Listed Entities and No of outside committee No. of Director Directorships as at Category of Directorship positions held2 shares and March 31, 20191 convertible As As instruments Member Chairman held in IHCL Mr. Nadir Godrej 9 Mahindra and Independent Director 2 2 2,000 Non-Executive Mahindra Limited Equity Independent Godrej Industries Limited Managing Director Shares Godrej Consumer Non- Executive Director Products Limited Godrej Properties Limited Non- Executive Director Astc Lifesciences Limited Non- Executive Director Godrej Agrovet Limited Non- Executive Director Ms. Ireena Vittal 5 Titan Company Limited Independent Director 6 - - Non-Executive Godrej Consumer Independent Director Independent Products Limited Wipro Limited Independent Director Housing Development Independent Director Finance Company Limited Cipla Limited Independent Director Mr. Gautam Banerjee 1 Piramal Independent Director - - - Non-Executive Enterprises Limited Independent Ms. Vibha Paul Rishi 9 Escorts Limited Independent Director 4 1 - Non-Executive Tata Chemicals Limited Independent Director Independent ICICI Prudential Life Independent Director Insurance Company Limited Asian Paints Limited Independent Director Mr. Mehernosh 4 1 - 63,480 S. Kapadia3 Equity - - Non-Executive, Shares Non- Independent Mr. Venu Srinivasan4 7 TVS Motor Chairman & MD 3 - - Non-Executive, Company Limited Non- Independent Sundaram- Clayton Limited Chairman & MD Cummins