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by the Corporate
Management
Committee
Executive management by
the Divisional /
Strategic Business Unit
(SBU) Chief Executive
assisted by the respective
Divisional / SBU
The three-tier governance structure ensures that:
Management Committee
(a) 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;
(b) Strategic management of the Company, uncluttered
by the day-to-day tasks of executive management,
remains focused and energised; and
(c) Executive management of a Division or SBU, free
from collective strategic responsibilities for ITC as
a whole, focuses on enhancing the quality,
efficiency and effectiveness of the business.
The core roles of the key entities flow from this
structure. The core roles, in turn, determine the core
responsibilities of each entity. In order to discharge such
responsibilities, each entity is empowered formally with
requisite powers.
The structure, processes and practices of governance
are designed to support effective management of multiple
businesses while retaining focus on each one of them.
The Governance Document that sets out the structure,
policies and practices of governance within the
organisation is available on the Companys corporate
website www.itcportal.com for general information.
Director
Y. C. Deveshwar
P. V. Dhobale
K. N. Grant
Nil
Nil
Nil
Nil
Nil
Non-Executive Directors
A. Baijal
Independent Director
2
[as Chairman]
S. Banerjee
Independent Director
Nil
Nil
A. Duggal
Independent Director
3
[including 1
as Chairman]
S. H. Khan
Independent Director
9
[including 4
as Chairman]
S. B. Mathur
Independent Director
12
P. B. Ramanujam
Independent Director
Nil
Nil
S. S. H. Rehman
Independent Director
Nil
Nil
M. Shankar
Independent Director
Nil
A. V. Girija Kumar
Representative of
General Insurers
(Public Sector)
Association of India
as Investor
Nil
Nil
R. E. Lerwill
Representative of Tobacco
Manufacturers (India)
Limited, a subsidiary of
British American
Tobacco p.l.c., the ultimate
holding company
Nil
Nil
S. B. Mainak
Representative of Life
Insurance Corporation
of India as Investor
Nil
Nil
Nil
Percentage to
total no. of Directors
Executive Directors
25
50
25
16
100
Total
Chairman
N. Anand
K. Vaidyanath
No. of
Directors
No. of
No. of
other
Membership(s)
Directorship(s)1 [including
Chairmanship(s)]
of Board
Committees of
other companies 2
Executive Directors
BOARD OF DIRECTORS
In terms of the Companys Corporate Governance Policy,
all statutory and other significant and material
information are placed before the Board to enable it to
discharge its responsibility of strategic supervision of
the Company as trustees of the Shareholders.
Composition
The ITC Board is a balanced Board, comprising Executive
and Non-Executive Directors. The Non-Executive
Directors include independent professionals. Executive
Directors, including the Chairman, do not generally
exceed one-third of the total strength of the Board.
In terms of the Articles of Association of the
Company, the strength of the Board shall not be fewer
than five nor more than eighteen. The present strength
of the Board is sixteen, of which four are Executive
Directors.
Composition of the Board as on 31st March, 2015:
Category
Category
1.
2.
Date
Board
Strength
No. of
Directors
present
14
11
15
14
15
15
15
14
16
14
16
16
16
15
2.
3.
4.
Attendance at
Board meetings
attended7
last
Yes
AGM
N. Anand
Yes
P. V. Dhobale
Yes
K. N. Grant
Yes
A. Baijal
Yes
S. Banerjee 1
Yes
A. Duggal 2
NA
A. V. Girija Kumar
Yes
S. H. Khan
Yes
R. E. Lerwill
Yes
S. B. Mainak 3
Yes
S. B. Mathur
Yes
P. B. Ramanujam
Yes
S. S. H. Rehman
Yes
A. Ruys 4
NA
M. Shankar
Yes
K. Vaidyanath
Yes
Y. C. Deveshwar
1.
No. of
Date
Committee
Strength
No. of
Member
s present
S. B. Mathur
A. Baijal
A. Duggal 1
P. B. Ramanujam
K. Vaidyanath
Committe
e
Strength
5
No. of
Members
present
4
1.
Director
S. H. Khan
S. Banerjee 1
Y. C. Deveshwar
S. S. H. Rehman
M. Shankar
K. Vaidyanath
Remuneration Policy
ITCs remuneration policy aims at attracting and
retaining high calibre talent. The remuneration policy,
therefore, is market-led and takes into account the
competitive circumstance of each business so as to
attract and retain quality talent and leverage
performance significantly.
The Policy on remuneration of Directors,
Key Managerial Personnel and other employees of the
Company is provided in the Annexure forming part
of this Report.
Remuneration of Directors
Remuneration of the Chairman and other Executive
Directors is determined by the Board, on the
recommendation of the Nomination & Compensation
Committee; remuneration of the Executive Directors
is subject to the approval of the Shareholders. The
Chairman and Executive Directors are entitled to
performance bonus for each financial year up to a
maximum of 200% and 150% of their consolidated
salary, respectively, and as may be determined by the
Board on the recommendation of the Nomination &
Compensation Committee. Such remuneration is linked
to the performance of the Company inasmuch as the
performance bonus is based on various qualitative and
quantitative performance criteria.
Non-Executive Directors are entitled to remuneration
by way of commission for each financial year ranging
from
`12,00,000/- to `20,00,000/- individually, as approved
by the Shareholders. Non-Executive Directors
commission is determined by the Board based, inter
alia, on Company performance and regulatory provisions
and is payable on a uniform basis to reinforce the principle
of collective responsibility. Non-Executive Directors
are also entitled to sitting fees for attending meetings of
the Board and Committees thereof, the quantum of
which is determined by the Board. The sitting fees
payable to Non-Executive Directors, as determined by
the Board with effect from 25th April, 2014, are `
1,00,000/- for each meeting of the Board, `50,000/- for
each meeting
of the Audit Committee, Nomination & Compensation
The structure, processes and practices of governance are designed to support effective
management of multiple businesses while retaining focus on each one of them.
Director
Total
432.00
89.21
864.00
1,385.21
N. Anand
86.40
61.30
129.60
277.30
P. V. Dhobale
86.40
22.14
129.60
238.14
30% vests
K. N. Grant
86.40
22.49
129.60
238.49
30% vests
A. Baijal
15.00
9.50
24.50
S. Banerjee 1
14.75*
7.00
21.75
40% vests
A. Duggal 2
5.00
5.00
A. V. Girija Kumar
15.00*
9.05*
24.05
S. H. Khan
15.00
7.50
22.50
R. E. Lerwill 3
5.51
9.50
15.01
S. B. Mainak 4
6.50*
6.50
S. B. Mathur
15.00
10.50
25.50
D. K. Mehrotra 5
8.59*
H. G. Powell 6
4.93
P. B. Ramanujam
S. S. H. Rehman
A. Ruys 7
Y. C. Deveshwar
Director
1,72,500
2,70,000
N. Anand
2,28,000
1,35,000
8.59
P. V. Dhobale
1,10,630
1,35,000
4.93
K. N. Grant
1,81,730
1,35,000
15.00
11.00
26.00
A. Baijal
1,20,000
Nil
15.00
11.00
26.00
S. Banerjee
Nil
Nil
15.00
1.50
16.50
A. Duggal
Nil
Nil
B. Sen 8
6.08
6.08
A. V. Girija Kumar
Nil
Nil
M. Shankar
15.00
13.50
28.50
S. H. Khan
4,87,000
Nil
K. Vaidyanath
15.00
15.20
30.20
R. E. Lerwill
Nil
10,000
B. Vijayaraghavan 8
6.08
6.08
S. B. Mainak
Nil
Nil
S. B. Mathur
3,11,000
Nil
P. B. Ramanujam
3,41,356
Nil
S. S. H. Rehman
1,03,488
Nil
Nil
Nil
26,32,633
10,000
M. Shankar
K. Vaidyanath
Note : The Options were granted at market price as defined under the
erstwhile Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999.
Committee
Strength
No. of
Members
present
2
2
2
2
2
2
2
2
2
3
2
2
2
2
2
2
2
3
3
2
2
3
4
2
3
2
2
4
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
4
4
4
4
4
4
4
4
4
4
A. V. Girija Kumar
P. V. Dhobale 1
21
10
K. N. Grant
27
K. Vaidyanath
1. Appointed Member w.e.f. 31st October, 2014.
Composition
The CSR and Sustainability Committee presently
comprises the Chairman of the Company and four
Non-Executive Directors, one of whom is an
Independent Director. The Chairman of the Company is
the Chairman of the Committee.
The names of the members of the CSR and Sustainability
Committee, including its Chairman, are provided
under the section Board of Directors and
Committees in the Report and Accounts.
Meetings and Attendance
Details of CSR and Sustainability Committee
Meetings during the financial year
During the financial year ended 31st March, 2015,
five meetings of the CSR and Sustainability Committee
were held, as follows:
Sl.
No.
Date
Committee
Strength
No. of
Members
present
Director
1.
2.
Y. C. Deveshwar
A. V. Girija Kumar
R. E. Lerwill
S. B. Mainak 1
A. Ruys 2
M. Shankar
Composition
The Independent Directors Committee comprises all the
Independent Directors of the Company.
The names of the Independent Directors and the
Committee Chairman are provided under the section
Board of Directors and Committees in the Report
and Accounts.
Meetings and Attendance
Details of Independent Directors Committee
Meetings during the financial year
During the financial year ended 31st March, 2015, one
meeting of the Independent Directors Committee was
held, as follows:
Sl.
No.
Date
Committe
e
Strength
8
The CSR and Sustainability Committee provides strategic direction to the Company
towards fulfilling its triple bottom line objectives.
No. of
Member
s
7
present
A. Baijal
S. Banerjee
A. Duggal
S. H. Khan
S. B. Mathur
P. B. Ramanujam
S. S. H. Rehman
M. Shankar
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
Committee
Strength
No. of
Members
present
10
10
10
10
10
10
10
10
9
9
10
10
8
10
10
9
10
10
10
11
11
11
11
11
11
11
11
11
11
11
11
11
11
11
11
11
11
11
11
11
11
11
11
11
11
11
11
11
11
11
9
8
10
9
11
11
11
11
11
11
10
10
11
11
11
10
10
10
10
11
11
11
11
11
11
11
10
10
11
11
11
11
11
11
Date
Y. C. Deveshwar
N. Anand
P. V. Dhobale
K. N. Grant
B. B. Chatterjee
A. Nayak
S. Puri 1
T. V. Ramaswamy
S. Sivakumar
K. S. Suresh
R. Tandon
1. Appointed Member w.e.f. 1st November, 2014.
42
37
41
41
41
42
27
41
41
41
39
FAMILIARISATION PROGRAMME
FOR DIRECTORS
ITC believes that a Board, which is well informed /
familiarised with the Company, can contribute
significantly to effectively discharge its role of
trusteeship in a manner that fulfils stakeholders
aspirations and societal expectations. In pursuit of this,
the Directors are updated on a continuing basis on
changes / developments in the domestic / global
corporate and industry scenario including those
pertaining to statutes / legislations and economic
environment, to enable them to take well informed
and timely decisions.
The details of the familiarisation programme may be
accessed on the Companys corporate website at
http://www.itcportal.com/about-itc/leadership/boardof- directors.aspx.
DISCLOSURES
Details of non-compliances, penalties, strictures by
Stock Exchanges / SEBI / Statutory Authorities on
any matter related to capital markets during the last
three years:
None
Inter-se relationships between Directors of the
Company:
None
Y. C. Deveshwar
Chairman
WHISTLEBLOWER POLICY
Synopsis of the Whistleblower Policy of the Company
is provided in the Report of the Board of Directors &
Management Discussion and Analysis in the Report
and Accounts. The Whistleblower Policy is also
available on the Companys corporate website.
ITC CODE OF CONDUCT FOR PREVENTION
OF INSIDER TRADING - 2015
ITC Code of Conduct for Prevention of Insider
Trading - 2015, as approved by the Board of Directors,
inter alia, prohibits purchase or sale of securities of the
Company by Directors and employees while in
possession of unpublished price sensitive information
in relation to the Company.
NON- MANDATORY
RECOMMENDATIONS UNDER CLAUSE
49 OF THE LISTING AGREEMENT
The status of compliance with the non-mandatory
recommendations under Clause 49 of the Listing
Agreement with Stock Exchanges is provided
below:
1. Chairmans Office: The Chairman of the
Company is the Executive Chairman.
The Company has a diversified business portfolio,
which demands that the senior leadership has 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 Chief
Executive Officer of the Company is therefore
generally chosen from amongst the executive
management of the Company. The current Chief
Executive Officer of the Company is also the
Chairman of the Board.
2. Shareholder Rights: The quarterly, half-yearly
and annual financial results of the Company are
published in newspapers on an all India basis and
are also posted on the Companys corporate
website. Significant events are also posted on this
website under the Media Centre section. The
complete Annual Report is sent to every
Shareholder of the Company.
3. Audit Qualifications: It has always been the
Companys endeavour to present unqualified
financial statements. There are no audit
qualifications on the Companys financial
statements for the year ended 31st March, 2015.
GENERAL SHAREHOLDER INFORMATION
Provided in the Shareholder Information section of
the Report and Accounts.
COMPLIANCE CERTIFICATE OF THE AUDITORS
In terms of Clause 49 of the Listing Agreement with
Stock Exchanges, the Statutory Auditors Certificate
that the Company has complied with the conditions
of Corporate Governance is annexed to the Report of
the Board of Directors & Management Discussion
and Analysis.
This Certificate will be forwarded to the Stock
Exchanges alongwith the Annual Report of the
Company.
4.