New faces on Tata Sons board? Bhaskar Bhat, Ralph Speth near retirement

Tata Sons’ 10-member board is chaired by Natarajan Chandrasekaran.
Tata Sons’ 10-member board is chaired by Natarajan Chandrasekaran.

Summary

  • Bhat and Speth, who joined the board in 2017 and 2016 respectively, hit Tata Sons' mandatory retirement age of 70 over this year and next

The board of Tata Sons is set for a refresh in the next 15 months as two directors retire to make way for new members, a period when the Tata group holding company aims to shed debt and stay private. 

Bhaskar Bhat and Ralf Speth, who joined the board in 2017 and 2016, respectively, will hit Tata Sons’ mandatory retirement age of 70 over this year and next. Last month, Tata Sons’ 10-member board, chaired by Natarajan Chandrasekaran, gave a third three-year term to independent director Harish Manwani, a former chief operating officer of Unilever Plc, an executive aware of the development said. Manwani, who joined the board in 2018, will continue until 2027.

Bhat, a former managing director of Titan Co. Ltd, will be the first to step down in August this year, when he turns 70. Bhat was inducted into the Tata Sons board in an acknowledgment of his contribution in building the Tata group’s watch and jewellery business from 1 April 2002 until he retired on 30 September 2019.

Also Read: Tata’s money spinner TCS needs to show its AI cards

Speth, chief executive officer of group company Jaguar Land Rover Automotive Plc between 2010 and 2020, will retire in September 2025. Incidentally, Speth joined the board of Tata Sons in October 2016 along with Chandrasekaran, who was named the company’s chair in January 2017.

T.V. Narendran, CEO of Tata Steel Ltd, is among names that may be considered for directorship, the executive cited above said. “As a policy, CEOs of operating companies are inducted on the board of Tata Sons. Eventually, it is the decision of the chair Chandra and the NRC (Nomination and Remuneration Committee), but Narendran has done great work."

Chandrasekaran and Saurabh Agrawal, the group’s chief financial officer, are the two executive members on the Tata Sons board. Venu Srinivasan, chairman-emeritus of TVS group and former defence secretary Vijay Singh are the two nominee directors from Tata Trusts.

Also Read: Tata Group stocks dip as Tata Sons IPO outlook dims; Tata Chemicals sees 10% drop

Ajay Piramal, chairman of Piramal group; Leo Puri, former chair of JP Morgan Chase for South and Southeast Asia; Manwani; and Anita Marangoly George, formerly with Canadian Pension Fund CDPQ, are the four independent directors.

Tata Sons mandates all group executives to retire at 70, but does not have a cap for independent directors or nominees of Tata Trusts. Hence, Vijay Singh, who turns 75 and Srinivasan, 71, can continue on the board of Tata Sons.

Organizational structure 

The Tata group has a complex structure, under which business and philanthropy are run through three layers. At the top are the self-governing Tata Trusts that are chaired by Ratan Tata, chairman emeritus of the Tata group. Tata Sons is owned 65.90% by the trusts, 12.87% by half a dozen Tata group companies, and the rest 18.4% by the Mistry family. Tata Sons is the holding company of Tata group companies in the middle layer, which Chandrasekaran runs. Tata Sons, in turn, owns shares in two dozen public companies, forming the third layer, and which together had over $150 billion in revenue at the end of March 2023.

A second executive said Tata Trusts can nominate up to three executives on the board of Tata Sons, and it remains to be seen if the trusts would appoint a third nominee during the board refresh. 

An email sent to a Tata Sons spokesperson seeking comment went unanswered.

Crucial timing 

The board rejig comes at a time Tata Sons plans to become a debt-free company. The company had 20,642 crore in debt at the end of March 2023. The Reserve Bank of India classified Tata Sons Pvt. Ltd as an “upper layer" non-banking financial company (NBFC) in 2022, necessitating a public listing within three years. The deadline to meet the norms ends in September 2025. However, there is near unanimity in the group to clear the debt at Tata Sons and obviate the need for a public share sale.

Last month, Tata Sons received 9,362 crore when it sold 0.65% of Tata Consultancy Services (TCS) Ltd shares. The country’s largest technology services firm also announced a final dividend of 28 a share, which translates into an additional 7,270 crore for parent Tata Sons. A significant share of this 16,632 crore is expected to pay off Tata Sons borrowings, according to the two executives cited above.

Also Read: Tata Sons may fetch up to 8 trillion valuation in IPO, says Spark PWM

“The entire approach is to go debt-free ASAP," said the first executive. “The remaining 4,000 crore debt can again be cleared from the proceeds through an interim dividend from TCS in the current year or another sale of shares if needed."

“There are letters of credit, guarantees that Tata Sons would have issued for its affiliates, which need to be addressed," the second executive added, suggesting it may require more than a couple of quarters to come out of the RBI requirement.

TCS, which returned 33,174.2 crore to Tata Sons through dividends and a share buyback in FY24, has emerged as the crown jewel for the conglomerate. Since TCS went public in August 2004, the company has returned 2,31,394 crore to Tata Sons, in dividends and share buybacks, according to a Mint analysis.

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