Board Committees
Currently, there are four Board Committees - the Audit Committee,
the Nominations Committee, the Compensation Committee and the Investor Services Committee.
The role, powers and composition of these Committees is available on the Company's
corporate website www.itcportal.com under the section 'Our Values' under the heading
'Corporate Governance'.
Corporate Management Committee (CMC)
The primary role of the CMC is strategic management of the Company's businesses within
Board-approved direction/framework. The CMC operates under the strategic supervision and
control of the Board. The Corporate Management Committee comprises all the Executive
Directors and three or four key senior members of management. The Chairman of the Company
is the Chairman of the Committee.
Divisional Management Committee (DMC)/SBU Management Committee
(SBU MC)
The primary role of the DMC/SBU MC is executive management of the Divisional/SBU
business to realise tactical and strategic objectives in accordance with a Board-approved
plan.
Chair of the Highest Governance Body
The Chairman of ITC is the Chief Executive of the Company. He is the Chairman of the
Board and the CMC. His primary role is to provide leadership to the Board and the CMC for
realising Company goals in accordance with the charter approved by the Board.
The Company has a diversified business portfolio covering Cigarettes, Hotels,
Paperboards & Specialty Papers, Packaging, Agri-Business, Packaged Foods &
Confectionery, Information Technology, Branded Apparel, Greeting Cards, Safety Matches and
other FMCG products, which enjoins on the leadership to have an in-depth knowledge and
understanding of the functioning of the Company, so as to enhance the value-generating
capacity of the organisation and contribute significantly to stakeholders' aspirations and
societal expectations. The Chairman of the Company, therefore, is chosen from the
Executive Management.
Non-Executive Directors
Non-Executive Directors are Directors who are not in the employment of the Company.
Non-Executive Directors are drawn from amongst eminent professionals with experience in
business/finance/law/public enterprises.
Independent Directors
An 'Independent Director' means a Non-Executive Director of the Company who:
- apart from receiving Director's remuneration, does not have any material pecuniary
relationships or transactions with the Company, its Directors, its senior management, its
subsidiaries and associates;
- is not related to persons occupying management positions at the Board level or at one
level below the Board;
- has not been an executive of the Company in the immediately preceding three financial
years;
- is not a partner or an executive or was not a partner or an executive during the
preceding three years, of any of the following:
- statutory audit firm/ internal audit firm that is associated with the Company,
and
- legal firm(s)/ consulting firm(s) that have a material association with the
Company;
- is not a material supplier, service provider or customer or a lessor or lessee of the
Company; and
- does not own more than 2% shares of the Company.
Mechanisms for Shareholders to Provide Recommendations or Direction to the Highest
Governance Body
A General Meeting of the shareholders of the Company is held at least once a year to
consider and approve the Report of the Directors, the annual financial statements with the
notes and schedules thereto, declaration of dividends, any other returns or resources
intended for distribution, the appointment of Directors, appointment of auditors and other
important matters requiring shareholder approval. The Annual General Meeting is the
principal forum for face-to-face interaction with shareholders, where the entire Board is
present. The Chairman addresses the shareholders on issues of relevance to the Company and
provides clarifications to shareholders on behalf of the Board. The Board encourages open
dialogue with all its shareholders - be it individuals, corporates or foreign investors.
Any shareholder may propose appointment of a person as Director on the Board of the
Company; such proposal will be considered by the general body of shareholders.
For certain items requiring approval of the shareholders, votes of the shareholders are
sought by way of postal ballot, thereby providing opportunity to all shareholders to
participate.
Shareholders are also encouraged to write to the Company with their suggestions,
comments and opinions on the working of the Company. Valid suggestions and comments are
taken into consideration and responded to by the Company. The summary of key
sustainability issues raised by the shareholders and ITC's response are available in the
'Stakeholder Engagement' section of this Report.
The Company conducted a Shareholder Satisfaction Survey to formally assess the level of
satisfaction of shareholders/investors on the quality of service rendered. The survey
findings convey a high degree of satisfaction with the services provided by the Company. |
