By Pankaj Kumar MPE100405 NMIMS

Board Of Directors

N o n - E x e c u t iv e C h a ir m a n , 1

In d e p e n d e n t D ir e c t o r s , 6

N o n - E x e c u t iv e D ir e c t o r s , 1 0 N o n - E x e c u t iv e D N o n t- o rxse c u t iv e C h adirem a n d e n t D ir e c t o r s ir e c E In p e

Board Of Directors
Ratan N Tata Ravi Kant N A Soonawala Dr. J J Irani R .Gopalakrishnan Carl-Peter Forster P M Telang

- NON-INDEPENDENT

Non-Executive Chairman Non-Executive, Vice-Chairman Non Executive Non-Executive Non-Executive Group CEO & MD MD- India Operations

Board Of Directors INDEPENDENT

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

Board Of Directors Skills

Ravi Kant Vice chairman of Tata Motors had wide and varied experience in the manufacturing and marketing field (automobile industry) Previously worked with Philips India,LML ,Titan ,Kinetic N . A Soonawala :Served as Finance Director of Tata Sons Limited .Has over 40 years of experience in financial and business management Dr. R A Mashelkar : Former director of CSIR .Earned many laurels in his work in polymer science and engineering .He is known for IP ,R & D and innovations. Mr. Subodh Bhargava : Had been advisor to Eicher group of Companies .He was also mentor for 2 start up companies Auto Asia Parts and Nicco Ventures Naseer Munjee :Hold a Master Degree from London Business Schools .He served 20 years in HDFC Bank. He is a technical advisor on the World BankPublic Private Partnership Infrastructure and Advisory Fund.

Board Of Directors Skills

V K Jairath : He has over 25 years of experience in public administration, rural development, poverty alleviation, infrastructure, finance, industry, urban development, environmental management and a touch of the private sector occupying various important positions in the Government of India and the State Government of Maharashtra. Dr. J J Irani : A Gold Medalist in Geology . He has served in various capacities in Organizations significant being the Confederation of Indian Industry (1992-93) Indian Institute of Metals, All India Management Association (1988-89) and the Asian Association of Management Organizations (2004-2007). R .Gopalakrishnan : A Member group of Tata Sons Limited . He joined Hindustan Lever as a Management Trainee and after 20 years, he served as its Executive Director of Exports.

The Committees of the Board

Audit Committee Executive Committee of Board Remuneration Committee Nomination Committee Investors Grievances Committee Ethics & Compliance Committee Special Need Based Committee

Directors Remuneration and Sitting Fees

2009-2010
Non- Executive Directors (Rs. in Lacks) Name Commison Sitting Fees Name Commision Sitting Fees Ratan N Tata 93 2.80 S M P alia 47 4.8 Ravi Kant 22 2.30 R A Mashelkar 28 3.8 N A Soonawala 72 2.60 S Bhargava 20 2.2 J J Irani 20 2.60 N Munjee 52 4.2 R Gopalakrishnan 18 2.60 V K Jairath 14 1.8 N N Wadia 14 1.60

2009-2010

M a n a g i n g D ir e c to r s ( R s . In L a c s ) Nam e S a l a r y P r e q u is t ie s & A ll oC wo amn m ei ss i o R e ti r e m e n t B e n e f c n M r P M T e la n g 54 4 3 .1 6 2 40 1 2 2 .1 8 M r R avi K a n t 1 3 .2 2 6 3 .7 3 50 3 .5 7

Code of Conduct /Code of Ethics

The Tata Code of Conduct is applicable to Whole Time Directors ,Employees Of the Company & Non-Executive Directors .All Board Members and Senior Management of the Company have affirmed compliance with their respective Code of conduct TATA conduct its business under the below 22 Clauses : Clause 1 : National Interest Clause 2 :Financial Reporting and Records Clause 3:Competition Clause 4 :Equal Opportunity employer Clause 5 : Gifts and Donations Clause 6 : Government Agencies Clause 7: Political Non-Alignment Clause 8: Health ,Safety and Environment Clause 9 : Quality Product and Services Clause 10:Corporate Citizenship Clause 11 :Co-operation of the Tata Companies Clause 12 :Public representation of the companies & group Clause 13: Third Party Representation

Code of Conduct /Code of Ethics Continued

Clause 14 : Use of the Tata Brand Clause 15 : Group Policies Clause 16 :Shareholders Clause 17 :Ethical Conduct Clause 18 : Regulatory Compliances Clause 19 : Concurrent Employment Clause 20 :Conflict of Interest Clause 21 : Securities Transaction and Confidential Information

Whistleblower Policy :
Procedure : All Employees of the Company are eligible to make Protected Disclosures under the Policy All Protected Disclosures concerning fianancial and accounting matters should be addressed to the Chairman of the Audit Committee for investigation If any protected disclosure is received by any executive , the same should be forwarded to Companys Ethics Counselor or the Chairman of the Audit Committee Protected Disclosures should be preferably be reported in Writing so as to have clear understanding The Protected Disclosure should be factual and speculative The Whistle Blower should disclose the identity in the covering letter

Clause 49 :
12 Directors 6 Independent Directors 10 Non-Executive Directors All directors go through the training program, independent directors comply with the independent criteria and all non-executive directors are evaluated No Director is member for more than 10 Committees and chairman for more than 5 Maximum Time Gap between board meetings should not exceed 4 months Whistle Blower Policy to be in place Transparency through publishing of quaterly,half yearly and annual reports . Filing with stock exchanges and annual communiqus with investors

CSR Initiatives :
The Executive Committee of the Board formed a Donation Committee in Sep 2003 And a Corporate Social Responsibility Committee in Jan 2006 comprising Managing Director and Senior Management Few of CSR Initiatives : 1.Employability : Youth trained in various techinical and vocational trades .101 ITIs across the country equipment with machines and tools. Women trained in manufacturing food products and utility items 2.Health :Community Health Programmes.Company drives for total sanitation in adopted villages .Hand pumps and wells were repaired .Tanker facilities provided to meet drinking requirements. 3.Education :Shiksha Prasar Kendra TATA motors society) supported 18000 students Scholarship for higher studies .Infrastructures at school was improved 4.Enviornment : Community irrigation wells and check dams have been constructed at villages near Pune , augmenting incomes of families through improved irrigation In Jamshedpur, 85 acres of land has been brought under irrigation and tree plantation

Risk Management /Audit :

The company has a comphrensive system of control, focused on mitigation of risk to ensure achievement of objectives .The risk are assessed on an ongoing basis and controls are designed to respond to risk throughout the company Risks are categorized into Type A and Type B and also rated from 1-4 based on impact and frequency The Audit Committee looks after Type A risks and also reviews the mitigation against those risks The line Management regularly monitors the control. Thus the internal control practices contribute to the development of robust business operations . The Board regularly reviews processes and procedures to ensure the effectiveness of the internal systems of control . Management reports to the Board provides a balanced assessment of the significant risks, its impact on the company and to rectify them

Risk Management Key Roles and Components :

Tone at the Top :

A blessing in disguise ?
TATA nano production set up in Singur would create lot of job opportunities Media Speaks :
Mr Ratan Tata has finally announced that they are pulling out of Singur. As expected, the blame game is on and the Left has slammed Ms Mamta Banerjee for the fiasco involving the shelving of the prestigious Nano Car project. Are there any lessons to be learnt from this latest development involving the pull-out? A lot, perhaps. Undoubtedly, Mr Ratan Tata is one of the most respected industrialists of the country heading, perhaps, India's most ethical Group. Mr Ratan Tata had caught the fancy of the whole world by announcing his decision to sell the Rs one lakh Nano Car, which he unveiled with much fanfare in January 2008. Of course, the Nano project has run into several problems, including the much publicized compulsory land acquisition drive by the Govt of West Bengal and Ms Mamta Banerjee's opposition to the project.

Involvement of Ratan Tata in Radia Tapes Controversy ?

Tata has submitted that damage to his reputation with the leak of unauthorised telephone conversations would also affect the investors of the Tata Group of companies, In his petition before the Supreme Court,

Tone at the Top :

We never compromised on Ethics By Ratan Tata on 17th March ,2005

Status of Management of Business Ethics :