The Company's Corporate Governance processes are designed to support effective management of multiple businesses while retaining focus on each one of them. The practice of Corporate Governance at ITC takes place at three interlinked levels.
|Strategic supervision||By the Board of Directors (Board).|
|Strategic management||By the Corporate Management Committee (CMC).|
|Executive management||By the Divisional / Strategic Business Unit (SBU) Chief Executive assisted by the respective Divisional / SBU Management Committee.|
The role, powers and composition of the Board, Board Committees and CMC are available on the Company's corporate website.
Board of Directors
The ITC Board is a balanced Board comprising Executive Directors and Non-Executive Directors, including Independent Directors.
Selection of Directors
The Nomination & Compensation Committee of the Board has approved the criteria for determining qualifications, positive attributes and independence of Directors as required under the Companies Act, 2013 and the Rules thereunder. The Governance Policy of the Company also, inter alia, requires that Non-Executive Directors, including Independent Directors, be drawn from amongst eminent professionals with experience in business / finance / law / public administration & enterprises. The Board Diversity Policy of the Company requires the Board to have balance of skills, experience and diversity of perspectives appropriate to the Company. The Articles of Association of the Company provide that the strength of the Board shall not be fewer than five nor more than eighteen.
Directors are appointed / re-appointed with the approval of the Shareholders for a period of three to five years or a shorter duration, in accordance with retirement guidelines as determined by the Board from time to time. The initial appointment of Executive Directors is normally for a period of three years. All Directors, other than Independent Directors, are liable to retire by rotation unless otherwise approved by the Shareholders or provided under any statute.
The Independent Directors have confirmed that they meet the criteria of 'Independence' as stipulated under the statute.
Composition of the Board
The present strength of the Board is sixteen of which four are Executive Directors and eight are Non-Executive Independent Directors. The strength of the Board as on 31st March, 2016 was fifteen; the composition of the Board, including other Directorship / Committee membership of Directors was as follows:
ITC's Governance Policy requires the Board to meet at least six times in a year. During the year, six meetings of the Board were held.