CORPORATE

GOVERNANCE
OF TATA STEEL
PRESENTED BY:

AKANSH GARG
GULAM SERVAR
NAVEEN KUMAR
CONTENTS……………….

 Introduction of corporate governance

 Profile of TATA steel
 Company’s philosophy
 Members of BOD
 Role of BOD
 Remuneration packages
 Audit committee
 Share holders committee
 Top 10 equity share holders
 Means Of communication
 Certificate
 Conclusion


CORPORATE GOVERNANCE

It means governing a company in a value based manner.

OBJECTIVE :
Enhance of share
holders value keeping
in view the interest of
other stakeholders.

KEY CONSTITUTES : 1.Share holders

2.Board of directors
3.Management
CORPORATE GOVERNANCE INVOLVES:

 TRANSPARENCY-Everything that happens in the company , if it

is not shy to share it publicly ,it is transparent.

 ACCOUNTABILITY- The management is accountable for its

decisions.

 EQUANIMITY- Right of all share holders are equal ,regardless of

minor or major share holders.

It involves letting investors know how the company in which they

have invested is utilizing their money.
BENEFITS OF CORPORATE GOVERNANCE
 Good corporate governance , companies can
reduce vulnerability to financial crisis.

 studies world over have shown-

 markets and investors take notice of well

managed companies.
 Respond and rely on them.
 Reward such companies with higher

valuation.

TATA STEEL
Tata Steel ,established in 1907, is among the top ten steel
producers in the world with an existing annual crude steel
production capacity of 30 Million Tones Per Annum (MTPA).

 Tata Steel has a balanced global presence in over 50 developed

European and fast growing Asian markets, with manufacturing
units in 26 countries.

 Through investments in Corus, Millennium Steel (renamed Tata

Steel Thailand) and NatSteel Holdings, Singapore, Tata Steel has
created a manufacturing and marketing network in Europe, South
East Asia and the pacific-rim countries. Corus, which manufactured
over 20 MTPA of steel in 2008, has operations in the UK, the
Netherlands, Germany, France, Norway and Belgium.

 Tata Steel, through its joint venture with Tata BlueScope Steel
Limited, has also entered the steel building and construction
applications market.
 BUSINEES UNITS OF TATA STEEL:-

Apart from the main Steel Division, Tata Steel's

operations are grouped under the following Strategic
Business Units:-

 Bearings Division
 Ferro Alloys and Minerals Division
 Agrico Division
 Tata Growth Shop (TGS)
 Tubes Division
 Wire Division

Tata Steel’s vision is to be the global steel industry

benchmark for Value Creation and Corporate Citizenship.
The Company’s Corporate Governance
Philosophy

The Company has set itself the objective of expanding its

capacities and becoming globally competitive in its business. As a part
of its growth strategy, the Company believes in adopting the ‘best
practices’ that are followed in the area of Corporate Governance across
various geographies.

The Company emphasizes the need for full transparency and

accountability in all its transactions, in order to protect the interests of
its stakeholders. The Board considers itself as a Trustee of its
Shareholders and acknowledges its responsibilities towards them for
creation and safeguarding their wealth.
 BOARD OF DIRECTORS
NAMES CATEGORY
Mr. R.N. Tata (chairman) Not independent , Non-executive
Mr. James leng Independent , non-executive
Mr. Nusli N. Wadia -do-
Mr. S .M. Palia -do-
Mr. Suresh Krishna -do-
Mr. Ishaat Hussain Not independent , Non-executive
Dr. J.J. Irani -do-
Mr. Subodh Bhargava Independent , Non-executive
Mr. Jacobus Schravan -do-
Dr. Anthony Hayward -do-
Mr. Andrew Robb
-do-
Dr. T. Mukherjee
Not Independent, Non-executive
Mr. Philippe varin
-do-
BOARD ROLE
 Board of directors met 10 times in a year and gap between
any two meetings did not exceed 4 months.

 The Company pays sitting fees of Rs. 20,000 per meeting to

the NEDs for attending the meetings of the Board, Executive
Committee of the Board, Remuneration Committee, Audit
Committee and Committees constituted by the Board from
time to time. For other meetings, viz. Investor Grievance
Committee and Ethics Committee, the Company pays to the
NEDs sitting fees of Rs. 5,000 per meeting.

 Full disclosure has been made regarding the remuneration

packages of all directors
 REMUNARATION PACKAGES
Name of director Commission* Sitting
fees
Mr. R.N. Tata (chairman) 200.00 3.20
Mr. James leng 15.00 2.20
Mr. Nusli N. Wadia 34.00 2.40
Mr. S. M. Palia 61.00 4.60
Mr. Suresh krishna 10.00 1.10
Mr. Ishaat Hussain 60.00 4.90
Dr. J.J. Irani 25.00@ 3.20 *--payable in 2009-10
Mr. Subhodh bhargava 40.00 3.40 #--includes amount of
Rs.20,000 paid in 2009-10
Mr. Jacobus schraven 10.00 1.00 @--Excluding retirement
benefits of Rs. 35.68 lakhs
Dr. Anthony Hayward 25.00 0.20
paid to Dr . Irani
Mr. Andrew Robb 10.00 2.60# @@-- Excluding retirement
benefits of Rs. 28.86 lakhs
Dr. t. mukherjee 10.00@@ 1.40 paid to Dr. mukherjee
 Managing director

NAME SALARY PERQUISITES COMMISIONS@ Stock

& options
Rs. Lakhs ALLOWANCES
Rs. Lakhs

Mr. B. 88.00 69.21 350.00 NIL

MUTHURAMAN
(MANAGING
DIRECTOR)

@--Payable in 2009-10
 AUDIT COMMITTEE
 The Company had constituted an Audit Committee in the year
1986.
 The composition of the Audit Committee and the details of
meetings attended by the Directors are given below :

Mr. Subodh Bhargava Independent, 8

(Chairman) (Non executive)
Mr.S.M. Palia , Independent, 8
(Member) (Non executive)
Mr. Ishaat Hussain Non executive, Non 9
(C.A) Independent

Mr. .Andrew Robb Independent, Non- 6

( Member ) executive
Audit Committee meetings are attended by the Group Chief Financial
Officer, Chief (Corporate Audit) and Chief Financial Controller (Corporate) and
Representatives of Statutory Auditors. The Company Secretary acts as the
Secretary of the Audit Committee.

 Nine Audit Committee Meetings were held during 2008-09.

The necessary quorum was present at the meetings.

 Whistle Blower Policy……..

The Audit Committee at its meeting held on 25th October, 2005, approved
framing of a Whistle Blower Policy that provides a formal mechanism for all
employees of the Company to approach the Ethics Counselor/Chairman of
the Audit Committee of the Company and make protective disclosures about
the unethical behavior, actual or suspected fraud or violation of the
Company’s Code of Conduct. The Whistle Blower Policy is an extension of the
Tata Code of Conduct, which requires every employee to promptly report to
the Management any actual or possible violation of the Code or an event he
becomes aware of that could affect the business or reputation of
the Company. The disclosures reported are addressed in the manner and
within the time frames prescribed in the Policy. Under the Policy, each
employee of the Company has an assured access to the Ethics Counselor/
Chairman of the Audit Committee.
SHAREHOLDERS’ COMMITTEE

An Investors’ Grievance Committee was constituted on 23rd March, 2000

to specifically look into the redressal of Investors’ complaints like transfer of
shares, non-receipt of balance sheet and non-receipt of declared dividend, etc.
One meeting of the Investors’ Grievance Committee was held on 31st March,
2009.
The composition of the Investors’ Grievance Committee is given below :

NAMES OF MEMBERS CATEGORY NO.MEETING ATTENDED

DURING 2008-2009

Mr. Ishaat Hussain Not Independent , Non- 1

Excutive

Mr. Suresh Krishna, Independent,Non- 1

Member excutive
 Top ten equity share holders of company as on
31th march ,2009 ----
S.N Name of share holders No. of share % of
held holding
1 Tata Sons Limited 213,822,295 29.27
2 Life Insurance Corporation of India 85,334,595 11.68
3 Tata Motors Limited 21,440,882 2.93
4 HSBC Global Investment Funds A/c. 13,600,190 1.86
5 HDFC Standard Life Insurance Company Limited 9,806,254 1.34
6 The New India Assurance Company Limited 9,005,715 1.23
7 National Insurance Company Limited 8,600,000 1.18
8 The Oriental Insurance Company Limited 6,478,606 0.89
9 UCO Bank A/c. Birla Education Trust 5,108,208 0.70
10 Pilani Investment And Industries Corporation Limited 5,078,385 0.70
Equity shares in secondary market in the FY 2008-09 :------

BOMBAY STOCK EXCHANGE

Month High (Rs.) Low (Rs.) Volume(no. of shares)
Apr-08 817.60 645.95 1,92,02,856
May-08 922.25 797.00 2,42,12, 679
Jun-08 868.05 711.00 2,62,51,840
Jul-08 741.20 584.30 3,83,22,828
Aug-08 691.75 571.80 3,27,40,944
Sept-08 589.20 425.60 3,86,83,765
Oct-08 438.65 168.50 5,61,32,806
Nov-08 239.85 150.80 7,23,94,978
Dec-08 228.85 148.65 8,98,14,549
Jan-09 246.75 166.35 6,76,40,787
Graphical representation of company in BSE :
 Dividend Distribution (in %)

year TATA STEEL SAIL JSW STEEL

2009 160 13 10

2008 160 18 140

2007 155 15 125

2006 130 10 80

2005 130 18 50
 Shareholder/Investor Complaints
:
 Complaints pending as on 1st April, 2008 391
 During the period 1st April, 2008 to 31st March, 2009,
complaints identified and reported under Clause 41
of the Listing Agreements :2647

 Complaints disposed off during the year ended 31st March, 2009 :3032
 Complaints unresolved to the satisfaction
of shareholders as on 31st March, 2009 :6
 No. of pending share transfers as on 31st March, 2009
i)Ordinary Shares :49
ii)Cumulative Convertible Preference Shares :14
 Means of Communication
Half-yearly report –
The half-yearly results of the Company are published in the newspapers and posted on the
website of the Company.
Results –
The quarterly and annual results along with the Segmental Report are generally published in The
Times of India ,The Indian Express, Nav Shakti , Free Press Journal, Loksatta and also displayed
on the website of the Companywww.tatasteel.com shortly after its submission to the Stock
Exchanges.
 Presentation to Institutional Investors or to analysts –

Official news releases and presentations made to Institutional Investors and

analysts are posted on the Company’s website.

Management Discussion & Analysis Report –

The MD&A Report forms a part of the Directors’ Report. All matters pertaining to
industry structure and developments , opportunities and threats,
segment/product wise performance, outlook, risks and concerns, internal
control and systems, etc. are discussed in the said report.
 CERTIFICATE

We have examined the compliance of conditions of

Corporate Governance by Tata Steel Limited, for the year
ended on 31st March, 2009, as stipulated in Clause 49 of
the Listing Agreement of the said Company with stock
exchanges.
In our opinion and to the best of our information
and according to the explanations given to us and the
representations made by the Directors and the management,
we certify that the Company has complied with the
conditions of Corporate Governance as stipulated in Clause
49 of the above mentioned Listing Agreement.
We further state that such compliance is neither an
assurance as to the future viability of the Company nor of
the efficiency or effectiveness with which the management
has conducted the affairs of the Company.
---------- Chartered Accountants
CONCLUSION
From this project we get to learn
what is basically corporate
governance and how TATA steel
maintained its governance in
company.
SOURCE OF DATA………………
www.authorstream.com

www.tatasteel.com
THANK YOU