Tata Sons ‘stooped low’ on independent directors: Mistry

CONTROL CONFLICT: Mistry said six independent directors were appointed during Ratan Tata’s tenure. —FILE PHOTO

CONTROL CONFLICT: Mistry said six independent directors were appointed during Ratan Tata’s tenure. —FILE PHOTO  

Ousted chairman Cyrus Mistry on Sunday refuted allegations by Tata Sons that the new corporate governance structure he had created had allowed the “drifting away” of operating companies under his leadership.

In a rebuttal, Mr. Mistry’s office queried Tata Sons’ motives in questioning the role of independent directors, who had backed his continuation as chairman of companies including Indian Hotels and Tata Chemicals.

“To question the independence of the directors by Tata Sons, is truly unfortunate given that the country acknowledges them as stalwarts of India Inc.,” the statement said.

“To suggest that “ulterior objectives” and “clever strategy” can sway these eminent names in undertaking their fiduciary duties and in discharging the duties mandated by statute as independent directors is absolutely astonishing and really speaks to how low Tata Sons has unfortunately stooped in their public statements.”

Separately, Tata Sons said on Sunday that its statement of November 10 had already put forward “facts” to put the board’s decision to replace Mr. Mistry as Chairman in perspective. “The Tata Sons management will do whatever is required to deal with the situation,” it said.

“In the light of the developments since November 4, 2016, Tata Sons reiterates that it is crucially important for Boards, including independent directors, to consider that their views and positions ensure that the future of Tata companies is protected, taking into consideration the interest of all stakeholders,” it added.

The statement from Mr. Mistry’s office came on the eve of a crucial Tata Motors board meeting, which independent directors Nusli Wadia, R. A. Mashelkar, Subodh Bhargava, Nasser Munjee, V. K. Jairath and Falguni Nayar are set to attend.

Dismissing allegations that Mr. Mistry deliberately appointed independent directors in Indian Hotels and Tata Chemicals to ensure their support in case of need, the statement said: “It is imperative to highlight that out of nine independent directors, six were appointed during Ratan Tata’s tenure and two of these directors also serve as Trustees on Tata Trusts.”

Independent directors were required to bring independent judgment on strategy, performance, risk management, key appointments and standards of conduct, the statement said.

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