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Tata Group EGM Proposals for Removal of Mr. Cyrus Mistry As Director

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7 DECEMBER 2016 INGOVERN VIEWS AND RECOMMENDATIONS Tata Group EGM Proposals for Removal of Mr. Cyrus Mistry as Director Six of the seven Tata listed group companies where Mr. Cyrus Mistry serves as a Director, have called for EGMs between 13th December and 26th December 2016 for removal of Mr. Mistry as a Director, after having received requisition from the promoter shareholder Tata Sons Limited. Tata Global Beverages, having already replaced Mr. Mistry as Chairman, is yet to announce the date and notice of its EGM. Following are details of EGMs and the proposals as requisitioned by Tata Sons Ltd. 1) Tata Consultancy Services Ltd – 13th December 2016 Removal of CP Mistry as a Director 2) The Indian Hotels Company Ltd – 20th December 2016 Removal of CP Mistry as a Director 3) Tata Steel Ltd – 21st December 2016 Removal of CP Mistry as a Director Removal of Nusli Wadia as a Director 4) Tata Motors Ltd – 22nd December 2016 Removal of CP Mistry as a Director Removal of Nusli Wadia as a Director 5) Tata Chemicals Ltd – 23rd December 2016 Removal of CP Mistry as a Director Removal of Nusli Wadia as a Director Appointment of Bhaskar Bhat as a Director Appointment of S. Padmanabhan as a Director 6) Tata Power Ltd – 26th December 2016 Removal of CP Mistry as a Director TATA GROUP EGM PROPOSALS 1 | P AGE INGOVERN VIEWS AND RECOMMENDATIONS Case of Individual Companies TATA CONSULTANCY SERVICES LIMITED (TCS) Shareholder Meeting Details Meeting date & time: 13 December 2016, 3:30 PM IST Yashwantrao Chavan Pratishthan Auditorium, Y. B. Chavan Centre, Meeting venue: General JB Marg, next to Sachivalaya Gymkhana, Mumbai 400021 List of Resolutions Res Resolution Title Management InGovern 1. Removal of Mr. CP Mistry as a Director For Against This is an ordinary resolution requiring more than 50% of the voting shareholders to vote FOR its approval Actions undertaken by the Board/ Promoter/ Company AoA of TCS gives right to Tata Sons to appoint/ replace Chairman of TCS On 9th November 2016, Tata Sons . replaced Mr. Cyrus Mistry as Chairman of TCS . appointed Mr. Ishaat Hussain as the new Chairman of TCS . requisitioned TCS to hold an EGM for removal of Mr. Mistry as Director On 17th November 2016, the Board of TCS decided to convene an EGM on 13th December 2016 Composition of the Board Name Category Tenure (Years) Ishaat Hussain, Chairman NENID 6 Cyrus Mistry NENID 4 N Chandrasekaran MD 9 Aarthi Subramanian ED 1 Aman Mehta ID 12 Venkataraman Thyagarajan ID 11 Clayton M Christensen ID 10 Ron Sommer ID 10 Vijay Kelkar ID 6 OP Bhatt ID 4 ED: Executive Director; ID: Independent Director; MD: Managing Director; NENID: Non-executive Non-independent Director Highlighted are Independent Directors who have exceeded a tenure of 10 years whom we consider not truly independent TATA GROUP EGM PROPOSALS 2 | P AGE INGOVERN VIEWS AND RECOMMENDATIONS The Articles of Association of TCS gives the authority to Tata Sons to appoint and replace the Chairman of Board of TCS. On basis of this, on 9th November 2016, Tata Sons replaced Mr. Mistry with Mr. Ishaat Hussain as Chairman of TCS. Tata Sons holds 73.26% of equity capital of TCS and other promoter entities hold 0.07%, resulting in total 73.33% equity stake. Since the proposal of removal of Mr. Mistry from the Board is an ordinary resolution, it is certain that the proposal will pass with requisite majority. In case of TCS where the Board has not expressed any opinions contrary to that of Tata Sons and has replaced Mr. Mistry as its Chairman and it is a certainty that the proposal for his removal will be passed given the promoter’s 73.33% voting power, it is prudent for Mr. Mistry, to protect further damage to his reputation, to resign from the Board before the EGM. InGovern Recommendation The proposal for Mr. Mistry’s removal as a Director is because of his replacement as Chairman in Tata Sons Limited. As per Tata Sons, one of the primary reasons of his replacement was non-performance of Tata companies excluding TCS and JLR. Hence, since the promoter itself accepts that the performance of TCS has been good, we do not see any logic as to why a shareholder should vote FOR removal of a Director who was the Chairman, for performance issues. Secondly, the section on Board Evaluation in the FY16 Annual Report of TCS states: “The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role. In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors.” Since there is no negative commentary about Mr. Mistry’s evaluation as a Chairman, it is assumed that he had got a favourable rating from the Board. However, the Board, in the explanatory statement to the proposal, expresses that it agrees that removal of Mr. Mistry would be in the best interests of the company. We seek a logic as to why the Board has recommended removal of a Director who was given a favourable rating in his evaluation as Chairman a few months back itself. The plausible reason is that he was a nominee of Tata Sons on Board of TCS and since he was replaced as Chairman of Tata Sons, it is natural that he is removed from the Board of TCS. TATA GROUP EGM PROPOSALS 3 | P AGE INGOVERN VIEWS AND RECOMMENDATIONS A logical consequence of change in designation at Tata Sons would be replacement as Chairman of TCS, which has been duly effected with Mr. Ishaat Hussain being appointed as the new Chairman. However, we believe his removal from the Board altogether is not the best outcome for the company. Consider SP Group’s (which is represented by Mr. Mistry) beneficial interest in TCS. SP Group holds ~18.4% in Tata Sons which holds 73.33% in TCS. This gives SP Group a beneficial interest of 13.48% in TCS. If this beneficial interest had been a direct stake in the company, it would have been the largest stake after the promoters and much higher than the largest public shareholder LIC’s 3.21% stake in TCS. For a director representing a beneficial stake of 13.47% which ranks second among all shareholders of the company, and having received a favourable rating in his evaluation, there are no logic for his removal from the Board. On the contrary, his beneficial stake of 13.47% would reflect his ‘skin-in-the-game’ i.e., alignment of his interests with that of the company and hence would be in best interests of the company. Another reason attributed to his removal is the possibility that his presence on the Board may create an environment of constant conflict and discord on the Board. We do not believe this hypothesis as it has been historically proved that the effectiveness of the Board increases when there are directors with an opposing point of view and who are not supposedly ‘Yes-Men’ of the promoters in the Board. On basis of these points, we recommend shareholders vote AGAINST Mr. Mistry’s removal from the Board of TCS. Although this resolution will ultimately get passed with a certainty due to the promoter exercising its 73.33% voting power, an AGAINST vote by minority shareholders will serve as a signal of their opinion to the Board of Directors. With regards to the articles of association of TCS giving the authority to Tata Sons to appoint and replace Chairman of Board of TCS without the need to seek prior opinion of the Board, we believe such a provision greatly restricts the powers of the Board while giving a shareholder extra rights over that of other shareholders. Not letting the directors – representative of all shareholders – to appoint their leader is also an abuse of rights of the minority shareholders of the company. We recommend shareholders raise concern that such a provision be removed from the articles of association of TCS and the Board is given the right to appoint its own Chairman. TATA GROUP EGM PROPOSALS 4 | P AGE INGOVERN VIEWS AND RECOMMENDATIONS THE INDIAN HOTELS COMPANY LIMITED Meeting Details Meeting date & time: 20 December 2016, 11:00 AM IST Indian Merchant Chamber (IMC) Building, IMC Marg, Churchgate, Meeting venue: Mumbai – 400020 List of Resolutions Res Resolution Title Management* InGovern 1. Removal of Mr. CP Mistry as a Director - Against This is an ordinary resolution requiring more than 50% of the voting shareholders to vote FOR its approval * The Board has not recommended either in favour or against the resolution Actions undertaken by the Board/ Promoter/ Company On 4th November 2016, a meeting of Independent Directors was held in which they unanimously expressed their full confidence in Mr. Cyrus Mistry as their Chairman On 9th November 2016, Tata Sons requisitioned Indian Hotels to hold an EGM for removal of Mr. Mistry as Director On 21st November 2016, the Board decided to convene an EGM on 20th December 2016 Composition of the Board Name Category Tenure (Years) Cyrus Mistry NENID 4 Shapoor Mistry NENID 13 Keki B Dadiseth ID 16 Deepak Parekh ID 16 Nadir B Godrej ID 8 Ireena Vittal ID 3 Vibha Paul Rishi ID 2 Gautam Banerjee ID 2 Rakesh Sarna MD 2 Mehernosh S Kapadia ED 5 ED: Executive Director; ID: Independent Director; MD: Managing Director; NENID: Non-executive Non-Independent Director Highlighted are Independent Directors who have exceeded a tenure of 10 years whom we consider not truly independent The Independent Directors, who are in the majority in the Boards, have come out in the public and expressed their full confidence in Mr.
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