ITC Limited
Sustainability Report 2006

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Board of Directors

The primary role of the Board of Directors (Board) is that of trusteeship to protect and enhance shareholder value through strategic supervision of ITC, its wholly owned subsidiaries and their wholly owned subsidiaries. As trustees, the Board ensures that the Company has clear goals relating to shareholder value and its growth. The Board sets strategic goals and seeks accountability for their fulfilment. The Board also provides direction and exercises appropriate control to ensure that the Company is managed in a manner that fulfils stakeholder aspirations and societal expectations.

The ITC Board is a balanced Board, comprising Executive and Non-Executive Directors. The following is the composition of the Board as on 31st March 2006:

Category No. of Directors
Executive Directors 4
Non-Executive Independent Directors 6
Other Non-Executive Directors 2
Total 12

The composition of the Board is in conformity with the norms prescribed by the Securities and Exchange Board of India under Clause 49 of the Listing Agreement with Stock Exchanges. In view of the Chairman being an Executive Director, fifty percent of the members of the Board are Independent Directors.

The Non-Executive Directors include independent professionals. The Governance Policy requires that the Non-Executive Directors be drawn from amongst eminent professionals with experience in business/finance/law/public enterprises.


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