The Governance Structure

Flowing from the philosophy and core principles, Corporate Governance in ITC shall take place at three interlinked levels, namely -

• Strategic supervision by the Board of Directors
• Strategic management by the Corporate Management Committee
• Executive management by the Divisional Chief Executive assisted by the Divisional Management Committee

It is ITC's belief that the right balance between freedom of management and accountability to shareholders can be achieved by segregating strategic supervision from strategic and executive management. The Board of Directors (Board) as trustees of the shareholders will exercise strategic supervision through strategic direction and control, and seek accountability for effective strategic management from the Corporate Management Committee (CMC). The CMC will have the freedom, within Board approved direction and framework, to focus its attention and energies on the strategic management of the Company. The Divisional Chief Executive, assisted by the Divisional Management Committee, will have the freedom to focus on the executive management of the divisional business.

The 3-tier governance structure thus ensures that:

• Strategic supervision (on behalf of the shareholders), being free from involvement in the task of strategic management of the Company, can be conducted by the Board with objectivity, thereby sharpening accountability of management.
• Strategic management of the Company, uncluttered by the day-to-day tasks of executive management, remains focused and energised; and
• Executive management of the divisional business, free from collective strategic responsibilities for ITC as a whole, gets focused on enhancing the quality, efficiency and effectiveness of its business.