Business Responsibility Report - Corporate Governance for Ethics, Transparency and Accountability

Corporate Governance for Ethics, Transparency and Accountability

The cornerstones of ITC’s corporate governance philosophy are anchored in the values of trusteeship, transparency, empowerment & accountability, control and ethical corporate citizenship. Since large corporations utilise societal resources, ITC believes that governance processes must ensure that such resources are utilised in a manner that meets the aspirations of stakeholders. ITC's business models embed sustainability principles in their business strategies, and coupled with corporate governance processes, seek to ensure superior “Triple Bottom Line” performance.

The practice of Corporate Governance in ITC takes place at three interlinked levels:

Strategic supervision	by the Board of Directors
Strategic management	by the Corporate Management Committee
Executive management	by the Divisional / Strategic Business Unit (SBU) Chief Executive assisted by the respective Divisional / SBU Management Committee

The three-tier governance structure 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 of Directors 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 a Division or Business, free from collective strategic responsibilities for ITC as a whole, focuses on enhancing the quality, efficiency and effectiveness of the business.

ITC's governance framework enjoins the highest standards of ethical and responsible conduct of business to create value for stakeholders.

For further details on ITC’s governance structure, please refer to the section ‘Report on Corporate Governance’ in the Report and Accounts.

Strategic Supervision of Business Responsibility Practices

The Board Sustainability Committee reviews, monitors and provides strategic direction to the Company’s sustainability practices towards fulfilling its “Triple Bottom Line” objectives. The Committee seeks to guide the Company in integrating its social and environmental objectives with its business strategies. The Committee also reviews and endorses the annual Sustainability Plan of the Company, including expenditure towards social development and corporate social responsibility programmes of the Company.

The Sustainability Committee currently comprises the Chairman of the Company and six Non-Executive Directors, four of whom are Independent Directors. The Chairman of the Company is the Chairman of the Committee. The names of the members of this Committee and the number of meetings held during the year are provided under the section ‘Report on Corporate Governance' in the Report and Accounts.

Reporting on Sustainability Initiatives

ITC, for the past 9 years in succession, has published its Sustainability Report covering its performance across the three dimensions of the “Triple Bottom Line”. The 10th Sustainability Report, covering the sustainability performance of the Company for the year 2012-13, is in an advanced stage of finalisation and will be available shortly. As in the earlier years, the Report is being prepared in accordance with the G3 Guidelines of the Global Reporting Initiative at the highest 'A+' level. The Report of the Directors & Management Discussion and Analysis in the Report and Accounts of the Company also provides a review of the Company's “Triple Bottom Line” performance, including its significant sustainability initiatives.