Company’s Philosophy on Corporate Governance

As a Tata Company, Corporate Governance is a way of life at Tata Power. The Company seeks to focus on enhancement of long-term value creation for all stakeholders without compromising on integrity, social obligations, environment and regulatory compliances. As a responsible corporate citizen, Tata Power has established systems to encourage and recognise employee participation in environment and social initiatives that contribute to organisational sustainability, training, learning, personal growth, conservation of energy and other scarce resources, promoting safety and health of its employees and of the neighbouring communities.

This philosophy has been sought to be strengthened through the Tata Code of Conduct, the Tata Business Excellence Model and the Tata Code for Prevention of Insider Trading and Code of Corporate Disclosure Practices, which form guidelines for “Leadership with Trust”. The Company will continue to focus its energies and resources in creating and safeguarding of shareholders’ wealth, and at the same time, protect the interests of all its stakeholders.

In addition to these, the Company has also adopted the requirements of Corporate Governance under Clause 49 of the Listing Agreements.

Tata Code of Conduct

The fountainhead of the corporate governance of the Tata Power Company is the Tata Code of Conduct. The Company is committed to abide by it, in its letter and spirit. And the Company has earned the Tata Brand name by virtue of this commitment. It draws its strength from the five Tata values:

• Integrity
• Understanding
• Excellence
• Unity
• Responsibility

In Tata parlance they stand for –

Integrity

We must conduct Your business fairly, with honesty and transparency. Everything we do must stand the test of public scrutiny.

Understanding

We must be caring, showing respect, compassion and humanity for Your colleagues and customers around the world, and always working for the benefit of India.

Excellence

We must constantly strive to achieve the highest possible standards in Your day-to-day work and in the quality of the goods and services we provide.

Unity

We must work cohesively with Your colleagues across the group and with Your customers and partners around the world, building strong relationships, based on tolerance, understanding and mutual cooperation.

Responsibility

We must continue to be responsible, sensitive to the countries, communities and environments in which we work, always ensuring that what comes from the people goes back to the people many times over.

The name of TATA says it all. It encompasses the lowest common Tata denominator – the way others see the Tata Group.

Trust

Acceptability

Transparency

Accountability

Management Practices

For consistency and faithful implementation of the corporate objectives of Tata Power, the Board has followed certain management practices even prior to the same being made mandatory, viz., Constitution of an Audit Committee, Remuneration Committee, etc.