HUL

1.Standard of Conduct

We conduct our operations with honesty, integrity and openness, and with respect for the
human rights and interests of our employees. We shall similarly respect the legitimate
interests of those with whom we have relationships.

2. Obeying the law

Unilever companies and employees are required to comply with the laws and regulations of
the countries in which we operate.

3. Employees

Unilever is committed to a working environment that promotes diversity and equal

opportunity and where there is mutual trust, respect for human rights and no discrimination.
We will recruit, employ and promote employees on the sole basis of the qualifications and
abilities needed for the work to be performed. We are committed to safe and healthy working
conditions for all employees. We will provide employees with a total remuneration package
that meets or exceeds the legal minimum standards or appropriate prevailing industry
standards. We will not use any form of forced, compulsory, trafficked or child labour. We are
committed to working with employees to develop and enhance each individual's skills and
capabilities. We respect the dignity of the individual and support the right of employees to
freedom of association and collective bargaining. We will maintain good communications
with employees through company based information and consultation procedures. We will
ensure transparent, fair and confidential procedures for employees to raise concerns.

4. Consumers

Unilever is committed to providing branded products and services which consistently offer
value in terms of price and quality, and which are safe for their intended use. Products and
services will be accurately and properly labelled, advertised and communicated.

5. Shareholders

Unilever will conduct its operations in accordance with internationally accepted principles of
good corporate governance. We will provide timely, regular and reliable information on our
activities, structure, financial situation and performance to all shareholders.

6. Business Partner

Unilever is committed to establishing mutually beneficial relations with our suppliers,

customers and business partners. In our business dealings we expect our partners to adhere to
business principles consistent with our own.

7. Community Involvement
Unilever strives to be a trusted corporate citizen and, as an integral part of society, to fulfil
our responsibilities to the societies and communities in which we operate.

8. Public Activities

Unilever companies are encouraged to promote and defend their legitimate business interests.
Unilever will co-operate with governments and other organisations, both directly and through
bodies such as trade associations, in the development of proposed legislation and other
regulations which may affect legitimate business interests.Unilever neither supports political
parties nor contributes to the funds of groups whose activities are calculated to promote party
interests.

9. The Environment

Unilever is committed to making continuous improvements in the management of our

environmental impact and to the longer-term goal of developing a sustainable business.
Unilever will work in partnership with others to promote environmental care, increase
understanding of environmental issues and disseminate good practice.

10. Innovation

In our scientific innovation to meet consumer needs we will respect the concerns of our
consumers and of society. We will work on the basis of sound science, applying rigorous
standards of product safety.

11. Competition

Unilever believes in vigorous yet fair competition and supports the development of
appropriate competition laws. Unilever companies and employees will conduct their
operations in accordance with the principles of fair competition and all applicable
regulations.

12. Business Integrity

Unilever does not give or receive, whether directly or indirectly, bribes or other improper
advantages for business or financial gain. No employee may offer, give or receive any gift or
payment which is, or may be construed as being, a bribe. Any demand for, or offer of, a bribe
must be rejected immediately and reported to management. Unilever accounting records and
supporting documents must accurately describe and reflect the nature of the underlying
transactions. No undisclosed or unrecorded account, fund or asset will be established or
maintained.

13. Conflicts of Interest

All Unilever employees are expected to avoid personal activities and financial interests which
could conflict with their responsibilities to the company. Unilever employees must not seek
gain for themselves or others through misuse of their positions.
14. Compliance - Monitoring - Reporting

Compliance with these principles is an essential element in our business success. The
Unilever Board is responsible for ensuring these principles are applied throughout Unilever.
The Chief Executive Officer is responsible for implementing these principles and is
supported in this by the Global Code and Policy Committee, which is chaired by the Chief
Legal Officer.Day-to-day responsibility is delegated to all senior management of the
geographies, categories, functions and operating companies. They are responsible for
implementing these principles, supported by local Code Committees. Assurance of
compliance is given and monitored each year. Compliance is subject to review by the Board
supported by the Corporate Responsibility Committee and for financial and accounting issues
the Audit Committee. Any breaches of the Code must be reported. The Board of Unilever
will not criticise management for any loss of business resulting from adherence to these
principles and other mandatory policies. Provision has been made for employees to be able to
report in confidence and no employee will suffer as a consequence of doing so.

ITC

1.Cornerstones
From the above definition and core principles of Corporate Governance emerge the
cornerstones of ITC's governance philosophy, namely trusteeship, transparency,
empowerment and accountability, control and ethical corporate citizenship. ITC believes that
the practice of each of these leads to the creation of the right corporate culture in which the
company is managed in a manner that fulfils the purpose of Corporate Governance.
2.Trusteeship :
ITC believes that large corporations like itself have both a social and economic purpose.
They represent a coalition of interests, namely those of the shareholders, other providers of
capital, business associates and employees. This belief therefore casts a responsibility of
trusteeship on the Company's Board of Directors. They are to act as trustees to protect and
enhance shareholder value, as well as to ensure that the Company fulfils its obligations and
responsibilities to its other stakeholders. Inherent in the concept of trusteeship is the
responsibility to ensure equity, namely, that the rights of all shareholders, large or small, are
protected.
3.Transparency :
ITC believes that transparency means explaining Company’s policies and actions to those to
whom it has responsibilities. Therefore transparency must lead to maximum appropriate
disclosures without compromising the Company's strategic interests. Internally, transparency
means openness in Company's relationship with its employees, as well as the conduct of its
business in a manner that will bear scrutiny. ITC believes transparency enhances
accountability.
4.Empowerment and Accountability :
Empowerment is an essential concomitant of ITC's first core principle of governance that
management must have the freedom to drive the enterprise forward. ITC believes that
empowerment is a process of actualising the potential of its employees. Empowerment
unleashes creativity and innovation throughout the organisation by truly vesting decision-
making powers at the most appropriate levels in the organisational hierarchy.
ITC believes that the Board of Directors are accountable to the shareholders, and the
management is accountable to the Board of Directors. The Company believes that
empowerment, combined with accountability, provides an impetus to performance and
improves effectiveness, thereby enhancing shareholder value.
5.Control :
ITC believes that control is a necessary concomitant of its second core principle of
governance that the freedom of management should be exercised within a framework of
appropriate checks and balances. Control should prevent misuse of power, facilitate timely
management response to change, and ensure that business risks are pre-emptively and
effectively managed.
6.Ethical Corporate Citizenship :
ITC believes that corporations like itself have a responsibility to set exemplary standards of
ethical behaviour, both internally within the organisation, as well as in their external
relationships. The Company believes that unethical behaviour corrupts organisational culture
and undermines stakeholder value.
7. Management must have the executive freedom to drive the enterprise forward without
undue restraints; and

8. This freedom of management should be exercised within a framework of effective

accountability.ITC believes that any meaningful policy on Corporate Governance must
provide empowerment to the executive management of the Company, and simultaneously
create a mechanism of checks and balances which ensures that the decision making powers
vested in the executive management is not only not misused, but is used with care and
responsibility to meet stakeholder aspirations and societal expectations.

P&G
1.We Show Respect for All Individuals

• We believe that all individuals can and want to contribute to their fullest potential. • We
value differences. • We inspire and enable people to achieve high expectations, standards and
challenging goals. • We are honest with people about their performance. The Interests of The
Company and The Individual Are Inseparable • We believe that doing what is right for the
business with integrity will lead to mutual success for both the Company and the individual.
Our quest for mutual success ties us together. • We encourage stock ownership and
ownership behavior.

2. We Are Strategically Focused in Our Work

• We operate against clearly articulated and aligned objectives and strategies. • We only do
work and only ask for work that adds value to the business. • We simplify, standardize and
streamline our current work whenever possible.
3.Innovation Is the Cornerstone of Our Success

• We place great value on big, new consumer innovations. • We challenge convention and
reinvent the way we do business to better win in the marketplace.

4.We Are Externally Focused

• We develop superior understanding of consumers and their needs. • We create and deliver
products, packaging and concepts that build winning brand equities. • We develop close,
mutually productive relationships with our customers and our suppliers. • We are good
corporate citizens.

5.We Value Personal Mastery

• We believe it is the responsibility of all individuals to continually develop themselves and

others. • We encourage and expect outstanding technical mastery and executional excellence.
We Seek to Be The Best • We strive to be the best in all areas of strategic importance to the
Company. • We benchmark our performance rigorously versus the very best internally and
externally. • We learn from both our successes and our failures.

6.Mutual Interdependency Is a Way of Life

• We work together with confidence and trust across business units, functions, categories and
geographies. • We take pride in results from reapplying others’ ideas. • We build superior
relationships with all the parties who contribute to fulfilling our Corporate Purpose, including
our customers, suppliers, universities and governments.

7.Leadership

• We are all leaders in our area of responsibility, with a deep commitment to deliver
leadership results. • We have a clear vision of where we are going. • We focus our resources
to achieve leadership objectives and strategies. • We develop the capability to deliver our
strategies and eliminate organizational barriers.

8.Ownership

• We accept personal accountability to meet the business needs, improve our systems and
help others improve their effectiveness. • We all act like owners, treating the Company’s
assets as our own and behaving with the Company’s long-term success in mind. Integrity •
We always try to do the right thing. • We are honest and straightforward with each other. •
We operate within the letter and spirit of the law. • We uphold the values and principles of
P&G in every action and decision. • We are data-based and intellectually honest in
advocating proposals, including recognizing risks. Passion for Winning • We are determined
to be the best at doing what matters most. • We have a healthy dissatisfaction with the status
quo. • We have a compelling desire to improve and to win in the marketplace.

9.Trust
• We respect our P&G colleagues, customers and consumers, and treat them as we want to be
treated. • We have confidence in each other’s capabilities and intentions.• We believe that
people work best when there is a foundation of trust.