35 Report on Corporate Governance COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE As part of the Tata group, the Company’s philosophy on Corporate Governance is founded upon a rich legacy of fair, ethical and transparent governance practices, many of which were in place even before they were mandated by adopting highest standards of professionali sm, honesty, integrit y and ethical behaviou r. As a global organisat ion the Corporate Governance practices followed by the Company and its subsidiaries are compatible with international standards and best practices. Through the Governance mechanism in the Company, the Board alongwith its Committees undertake its fiduciary responsibilities to all its stakeholders by ensuring transparency fairplay and independence in its decision making. The Corporate Governance philosophy has been further strengthened with the implementation, a few years ago, by the Company of the Tata Business Excellence Model as a means to drive excellence, the Balanced Scorecard methodology for tracking progress on long term strategic objectives and the T ata Code of Conduct which articulates the values, ethics and business principles and serves as a guide to the Company, its directors and employees and an appropriate mechanism to report any concern pertaining to non-adherence to the said Code and addressing the same is also in place. The Company is in full compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement with the Indian Stock Exchanges (“the Listing Agreement”). The Company’s Depository Programme is listed on the New York Stock Exchange and the Company also complies with US regulations as applicable to Foreign Private Issuers (non-US listed companies) which cast upon the Board of Directors and the Audit Committee, onerous responsibilities to improve the Company’s operating efficiencies. Risk management and internal control functions have been geared up to meet the progressive governance standards. THE BOARD OF DIRECTORS The Board of Directors alongwith its Committees provide leadership and guidance to the Company's management and directs, supervises and controls the performance of the Company. Mr Carl-Peter Forster was appointed as Tata Motors Group CEO & Managing Director of the Company w.e.f. April 1, 2010. The Board currently comprises of twelve Directors out of which ten Directors (83.33%) are Non-Executive Directors. The Company has a Non-Executive Chairman and the six Independent Directors comprise of half of the total strength of the Board. All the Independent Director s have confirmed that they me et the 'independence' criteria as mentioned under Clause 49 of the Listing Agreement. None of the Directors on the Company's Board is a Member of more than ten Committees and Chairman of more than five Committees (Committees being, Audit Committee and Investors' Grievance Committee) across all the companies in which he is a Director. All the Directors have made necessary disclosures regarding Committee positions held by them in other companies and do not hold the office of Director in more than fifteen public companies. None of the Directors of the Company is related to each other. All Non Executive Directors excluding the 'Steel' Director (Tata Steel representative), are liable to retire by rotation. The appointment of the Managing Directors, including the tenure and terms of remuneration are also approved by the members. The required information as enumerated in Annexure IA to Clause 49 of the Listing Agreement is made available to the Board ofDirectors for discussions and consideration at Board Meetings. The Board reviews the declaration made by the Managing Directors regarding compliance with all applicable laws on a quarterly basis as also steps taken to remediate instances of non compliance. CEO & Managing Director and the Chief Financial Officer (CFO) have certified to the Board in accordance with Clause 49 V of the Listing Agreement pertaining to CEO and CFO certification for the Financial Year ended March 31, 2010. During the year under review, eleven Board Meetings were held on April 27, 2009, May 29, 2009, June 26, 2009, July 27, 2009, August 31, 2009, October 1, 2009, October 26, 2009, November 27, 2009, January 29, 2010, February 26, 2010 and March 30, 2010. The maximum time-gap between any two consecutive meetings did not exceed four months. The composition of the Board, attendance at Board Meetings held during the Financial Year under review and at the last Annual General Meeting, number of directorships (including Tata Motors), memberships/chairmanships of the Board and Committees of public companies and their shareholding as on March 31, 2010 in the Company are as follows:
