ITC Limited

One of Indias Most Admired Companies

An Indian Definition
fundamental objective of corporate governance is the enhancement of the longterm shareholder value while at the same time protecting the interests of other stakeholders.

Strategy of Organization to manage diversity of Portfolio

Formal 3-tiered governance structure:

Board of Directors :

Comprising executive (3) and non-executive directors (11) Strategic supervision

Corporate Management Committee :

Comprising executive directors and senior managers Strategic management

Divisional Chief Executive & Divisional Management Committee :

Executive management

Corporate Strategies
Sustain multiple drivers of growth, matching internal capabilities with emerging market opportunities Pursue World class competitiveness in all businesses and across the entire value chain Best-in-class in terms of: Internal Vitality Market Standing Profitability Strategy of Organisation and Governance processes geared to manage multiple businesses Blend core competencies and leverage ITC umbrella strengths to create new avenues of growth

CORPORATE GOVERNANCE GUIDELINES

Board Responsibilities
taking a leadership role in shaping the Companys corporate governance; understanding and approving the Companys long-term, key strategies; understanding the issues and risks that are central to the Companys success; overseeing the performance of the Companys independent auditors and the quality and integrity of the Companys financial statements and reports; selecting, evaluating and compensating the Chief Executive Officer and overseeing Chief Executive Officer succession planning; providing counsel and oversight with respect to the Companys compensation programs; overseeing the performance of management; reviewing, approving and monitoring fundamental financial and business strategies and major corporate actions; and ensuring processes are in place for maintaining an ethical corporate culture.

Responsibilities of Directors
Commitment and Attendance Attendance at Stockholders Meetings. Participation in Meetings Loyalty and Ethics Contact with Management and Employees

CODE OF BUSINESS CONDUCT AND ETHICS

1. Compliance with laws, rules and regulations 2. Insider trading 3. Conflicts of interest 4. Corporate opportunities 5. Confidentiality 6. Fair dealing 7. Protection and proper use of Company asset 11. Discrimination and harassment