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CORPORATE GOVERNANCE

The Indian Hotels Company Limited (the Company) has been practicing good
Corporate Governance even before Securities Exchange Board of India (SEBI)
made it a mandatory requirement from 2001. Out of more than 5000 companies
listed with the BSE Limited, the Company is categorized as an "A Group"
Company which group comprises only 200 companies and the criteria for
selection is based on Market Capitalisation, Liquidity, Industry Representation,
Listed History and track record of Compliance. Being a TATA group Company, the
Company goes beyond the mandatory requirements of Corporate Governance
and conducts business in a fair and transparent manner. It maintains good
investor relationships and endeavors to deliver to investor consistent quality
services.
Board of Directors

Mr. Cyrus P. Mistry (Chairman)

Mr. Shapoor Mistry

Mr. Keki B.Dadiseth

Mr. Deepak Parekh

Mr. Nadir B.Godrej

Ms. Ireena Vittal

Ms. Vibha Paul Rishi

Mr. Gautam Banerjee

Dr. N S Rajan

Mr. Rakesh Sarna (Managing Director & CEO)

Mr. Anil P. Goel (Executive Director & Chief Financial Officer)

Mr. Mehernosh S. Kapadia (Executive Director Corporate Affairs)

COMMITTEES OF THE BOARD

AUDIT COMMITTEE
The Audit Committee assists the Board in supervising the Companys internal
control system and oversees the quality and integrity of the accounting, auditing
and reporting practices of the Company and its compliance with the legal and
regulatory requirements. The Audit Committee comprises four Independent
Directors who have the relevant experience in the field of finance, banking and

accounting.
The Committee comprises the following:
Mr. K.B. Dadiseth Chairman
Mr. Deepak Parekh - Independent Director
Ms. Ireena Vittal.- Independent Director
Mr. Nadir Godrej

STAKEHOLDERS' RELATIONSHIP COMMITTEE


The Stakeholders Relationship Committee is entrusted with the responsibility to
resolve the grievances of all security holders of the Company. The Committee
meets regularly and reviews the report submitted by the share registry on the
status of transfers, demats, redressal of grievances of shareholders, debenture
holders and other security holders of the Company, if any, and provides
continuous guidance to improve the service levels for investors.
The Committee comprises Mr. K. B. Dadiseth, Independent Director, Mr. Rakesh
Sarna, Managing Director and CEO and Mr. Anil P. Goel, Executive Director & CFO.
Mr. K. B. Dadiseth is the Chairman of the Committee.

NOMINATION AND REMUNERATION COMMITTEE


The Nomination & Remuneration Committee is vested with the authority to
identify candidates for appointment to the Board of Directors, evaluate their
performance and deal with all aspects pertaining to remuneration policy of
Directors, Key Managerial Personnel and Employees. The Company has adopted
a remuneration policy that is based on criteria such as industry benchmarks, the
Company's performance vis--vis the industry, performance track record of the
Director etc which has been recommended by the said Committee. The
Committee comprises four Non Executives Directors, with the Chairman being an
Independent Director. The Committee comprises the following:
Mr. K. B. Dadiseth - Chairman
Mr. Cyrus Mistry
Mr. Nadir Godrej

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE


The Committee formulates and monitors Corporate Social Responsibility Policy
and the activities to be undertaken by the Company. The Committee also
regularly reviews the performance of the Company in the area of Corporate

Social Responsibility. The Committee comprises three Directors of which two are
Independent viz.
Mr. Rakesh Sarna, Managing Director and CEO - Chairman
Mr. Nadir Godrej Independent Director
Ms. Ireena Vittal Independent Director

INSIDER TRADING
The Company follows a strict code on Insider Trading mandated by the TATA
Group. The process is closely monitored and adhered to strictly.
INVESTOR RELATIONS
The Company has a state of art in-house share registry that is registered as a
Category I Registrar with SEBI. The Company has over 1,70,000 members. As on
date approximately 98% of the Equity Share Capital of the Company has been
dematerialized. All correspondence and grievance received from shareholders
are responded to within stipulated time. All valid transfers are processed within a
week of receipt. All demat requests are processed within 15 days of receipt. All
the financial results are promptly reported to the Stock exchange(s) and
published in leading newspapers. The results are also simultaneously uploaded
on the Company's web.

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