Strengthening our Corporate Governance

Robust corporate governance is a key to achieving strategic goals and creating holistic value for all stakeholders. Our governance framework is designed to create an inclusive, sustainable and hyperconnected ecosystem, enhance long-term interests, streamline management, and foster collaboration among various stakeholders. Upholding high standards of accountability, transparency, fairness, and ethical conduct, we aim to ensure our governance practices contribute to sustainable development with a future-oriented perspective.

Board Structure and Composition

Tata Communications’ Board holds a pivotal role in ensuring formulation and achievement of long-term business objectives, strategy execution, and protection of interest of all stakeholders. At Tata Communications, our Board nomination process is characterised by transparency and promotes the inclusion of diverse perspectives. Our esteemed Directors bring a rich repertoire of talent, experience and expertise to the Board. With Ms. Renuka Ramnath, as the Chairperson, the board oversees governance practices through a comprehensive policy and process framework covering inter alia the Tata Code of Conduct, Whistle Blower Policy, Enterprise Risk Management Framework, Insider Trading Code, Business Responsibility Statement, etc.

Board Committees

The Board has formed five committees focused on specific aspects of governance, such as financial reporting and audits, stakeholder relations, Corporate Social Responsibility, Safetyand Sustainability Committee (‘CSRSS Committee’) among others. These committees analyse and assess matters in their respective areas and make recommendations to the Board for consideration and approval. The Board’s Statutory Committees are as follows:

Audit Committee

Nomination and Remuneration Committee

CSR, Safety and Sustainability Committee

Stakeholders Relationship Committee

Risk Management Committee

*For more information on committees, refer to Integrated Report FY 2022-23 (Page 130-132).

Nominations, Evaluation and Performance

We follow a well-defined and systematic protocol for Board nominations, evaluations, and performance reviews. Each nomination is thoroughly vetted by the Nomination and Remuneration Committee to ensure alignment with our strategic vision. The Board carries out evaluation of its own performance, performance of the committees and that of individual Directors on annual basis.

Remuneration and Conflict of Interest

The Board maintains a clear, ethical stance on remuneration and conflict of interest, managed under our robust corporate governance practices. Remuneration is fairly determined, considering both individual and Company’s performance on metrics determined by the Nomination and Remuneration Committee and the Board. Our policy on conflict of interest ensures that the Board’s actions are always in the organisation’s best interests. This systematic approach ensures transparency, accountability, and stakeholder involvement in our governance, which are crucial elements for sustainable growth and long-term value creation.

The details on Board composition, experiences, skills, expertise including evaluation, nominations and compensation details are published in Corporate Governance Report (Page 126- 152) of our Integrated Report FY 2022-23.