Mistry took advantage of free hand to weaken management structures: Tata Sons

Escalating the boardroom battle at India's largest conglomerate, Tata Sons on Sunday charged Cyrus P Mistry of misleading to get selected as Chairman, retracting on his promises, concentrating powers and using free-hand given to him to weaken management structures. Days ahead of meetings of group company shareholders to consider removing Mistry from board of key listed companies, Tata Sons said it is bringing out "key facts" that resulted "in the loss of confidence" in him and leading to his removal.

Tata Sons said Mistry "misled" the Selection Committee set up in 2011 for selecting a Chairman of Tata Sons to succeed Mr Ratan Tata, by "making lofty statements about his plans for the Tata Group and more importantly indicated an elaborate management structure for managing the Tata Group, given its diversity of business, by suggesting a management structure aimed at dispersal of authority and responsibility."

"These statements and commitments from Mr Cyrus Mistry played an important role in the Selection Committee's final selection of Mr Mistry as Chairman. After waiting for a period of four years, almost none of these management structures and plans have been given effect to. Clearly, in our opinion, the Selection Committee was misled in its choice of Mr Mistry," it said.

It charged Mistry of "inappropriate" conduct by retracting from his promise to distance himself from his family enterprise - Shapoorji Pallonji & Company to create "a sense of breach of trust" and posing "significant challenge to the high corporate governance principles Tata Sons strived for." "This retraction, created grave concerns on Mr Mistry's ability to lead the Tata Group devoid of personal conflicts and put to risk the high standards of self-less governance, that lies at the core of the Tata philosophy," it said. Mistry, it said, had over the past 3-4 years concentrated all power and authority only in his own hands as Chairman in all the major Tata Group operating companies and "gone about systematically diluting the representation of Tata Sons on the Boards of various Tata Companies."

Mistry took advantage of the "free hand" and trust "to weaken management structures in Tata Companies acting contrary to his fiduciary duties," Tata Sons said in the appeal to shareholders. Tata Sons said its Board has been concerned for some time about the financial performance as the holding company's dividend income (other than from TCS) declined continuously and staff costs more than doubled. "All this would have resulted in losses but for the TCS dividend. Mr Mistry did not show concern about these issues and the increasing dependence of Tata Sons on TCS. The Board could not accept this any further as it had the potential to risk the financial viability of Tata Sons," it said.

Taking strong objection to Mistry's latest letter to the shareholders on corporate governance, Tata Sons said the Tata Group has functioned for 149 years and set standards of corporate governance all through this period. "It is therefore shocking that Mr Mistry, who was given the privilege of heading the group, should, in a short period of four years, be now lecturing us on corporate governance. "The corporate structure of the group which prevailed under the leadership of Mr JRD Tata for over 50 years and thereafter Mr Ratan Tata for over 20 years, exemplified the best corporate governance practices. Mr Mistry consciously dismantled this long established corporate structure by identifying himself as the only Tata Sons representative on the boards of Tata operating companies," the statement said.

Under the Governance Guidelines Framework which Mistry himself introduced in 2015, there is a clause to the effect that all employees of a Tata company should, after their employment ceases, immediately resign from the Boards of all Tata companies where they are functioning as Non-Executive Directors. "Therefore Mr Mistry, on ceasing to be the Executive Chairman of Tata Sons, should have immediately resigned from the Boards of all other companies under his own guidelines. Yet he has chosen not to do so in willful breach of the Governance Guidelines Framework," it said.

In the appeal to shareholders, Tata Sons said it needs the support of all big and small shareholders who have stood with Tatas always to remove Mistry. On Mistry's constant complains about "bad" legacy issues, Tata Sons said he was fully aware of them and nevertheless chose to be the Chairman as a challenge to turn around and resolve these issues. He "conveniently ignores the good legacies which he inherited, namely TCS and JLR, which account for nearly 90% of the group's total profits and which helped him to claim good aggregate group results."

"It has always been Tata's policy to tackle difficult situations and turn them around but instead he has only taken the easy option of taking large amounts of write-offs to huge detriment of the shareholders and blaming it all on the past management, while doing little to fix the challenges faced by certain companies," Tata Sons said. Stating that Tatas have faced many critical problems in companies like Tata Steel and Tata Motors, it said these can be overcome by strong management action and financial support from Tata Sons.

"In our opinion, mature responses to challenges of business are at the core of the Tata philosophy, and in our opinion, Mr Mistry has failed to live up to it," it said. Tata Sons alleged that it was Mistry who decided to go on a public campaign in the media by making irresponsible and incorrect allegations. "Mistry's statements have caused the Group (including the companies where he continues to be the Chairman) enormous damage and caused considerable financial loss to all shareholders, running into tens of thousands of crores and in our opinion, Mr Mistry alone is responsible for such losses directly arising from his irresponsible and incorrect statements."

"His actions and statements have also caused instability and confusion in these companies and their management which would have been avoided if he had done the right thing by stepping down from the Chairmanships and Boards as is normally done," Tata Sons said. Instead, Mistry, it said, seems to have taken the stand that even if he ultimately has to relinquish, he would have the satisfaction of damaging a great institution built up over 150 years after just five years of his tenure. "It is also ironical that Mr Mistry is resisting his removal from the Boards of these very same Tata Companies which he has attacked by his false allegations and caused enormous harm to," it said.

Tata Sons said Mistry was appointed as the Chairman of the various Tata Companies only through his Chairmanship of the parent company, Tata Sons Ltd. And so when he was removed as Chairman of Tata Sons on October 24, "propriety and reason demanded that he step down from the Chairmanship of the various Tata Companies." "Instead, Mr Mistry has chosen to resort to selective media leaks, media statements and to make a public spectacle, knowing fully well that his actions would hurt and damage the companies even while remaining as their Chairman," Tata Sons said in the statement.

The holding company said Mistry alleges legacy issues faced by Tata Companies but has sought to entrench himself in the Board of such Tata Companies, whilst making false allegations against such companies. "In our opinion, his actions are driven by a perverse motivation to cause harm to the "Tata" brand and to intentionally erode shareholder value," it said. Stating that the operating Tata companies and Tata Sons have worked cohesively and seamlessly for the benefit of all stakeholders, the statement said, "There has been no other agenda or personal interest as ultimately even the dividends paid to Tata Sons and subsequently to its own shareholders went back to philanthropy except for those paid to the minority shareholders."

"The operating Tata companies have individually grown and prospered but they have also benefited in no small measure from being part of the Tata Group. This encompasses the ability to attract and retain management and employees, use the TATA brand nationally and internationally, which has been painstakingly built up over the past decades, help in the marketing of their products and their ability to attract capital in all forms and give the comfort of safety because of the past default-free record," it said.

Tata companies cannot exist in a vacuum but benefit from being part of the Tata Group, it said adding all such benefits are likely to be at stake if Mistry continues to remain Chairman, as his continuance is likely to lead to fragmentation of the Tata Group. "For this purpose alone, Tata Sons would need the support of all, big and small, shareholders who have stood with the Tata Group at all times," it said. Tata Sons said it wants to put the current turmoil in the Group behind it. "Tata companies have always been managed by dedicated professionals under the supervision of their Boards which, till recently, comprised a judicious mix of persons representing the promoters, the management and independents - as prescribed by the applicable regulations and which is also the case in almost all corporate entities in our country."

"This structure ensures that the interests of all constituents, namely, shareholders, employees and consumers are protected and good corporate governance is followed and constantly improved upon. Tata companies must therefore quickly return to focusing on financial consolidation, prudent and strong Balance Sheets, sustainable returns and values to their shareholders, big and small," it said.