Corporate Governance Policy
ITC defines Corporate Governance as a systemic process by which companies are directed
and controlled to enhance their wealth-generating capacity. Since large corporations
employ a vast quantum of societal resources, ITC believes that the governance process
should ensure that these resources are utilised in a manner that meets stakeholders'
aspirations and societal expectations. This belief is reflected in the Company's deep
commitment to contribute to the 'Triple Bottom Line', namely, the development, nurture and
regeneration of the nation's economic, ecological and social capital.
ITC's Corporate Governance structure, systems and processes are based on two core
principles:
- Management must have the executive freedom to drive the enterprise forward without undue
restraints; and
- This freedom of management should be exercised within a framework of effective
accountability.
ITC believes that any meaningful policy on Corporate Governance must empower the
executive management of the Company. At the same time, Governance must create a mechanism
of checks and balances to ensure that the decision-making powers vested in the executive
management are used with care and responsibility to meet stakeholders' aspirations and
societal expectations.
From this 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 creates the right corporate culture that fulfils the
true purpose of Corporate Governance.
The Policy Document that sets out the structure, policies and practices of governance
is available on the Company's corporate website www.itcportal.com under the section 'Our
Values'.
ITC Code of Conduct
The ITC Code of Conduct, as adopted by the Board of Directors, is applicable to all
Directors, senior management and employees of the Company. This Code is derived from three
interlinked fundamental principles, viz. good corporate governance, good corporate
citizenship and exemplary personal conduct. The Code covers ITC's commitment to
sustainable development, concern for occupational health, safety and environment, a gender
friendly workplace, transparency and auditability, legal compliance, and the philosophy of
leading by personal example. Any instance of non-adherence to the Code or any other
observed unethical behaviour on the part of those covered under the Code is brought to the
attention of the immediate reporting authority, who, in turn, reports the same to the Head
of Corporate Human Resources. The Code is available on the Company's corporate website.
ITC Code of Conduct for Prevention of Insider Trading
ITC has a Code of Conduct for Prevention of Insider Trading ('ITC Code') in the shares
and securities of the Company. The ITC Code, inter alia, prohibits purchase/sale of shares
of the Company by employees while in possession of unpublished price sensitive information
in relation to the Company. The ITC Code is available on the Company's corporate website.
Other Policies
Other policies such as EHS Policy, Human Resource Philosophy, etc. are provided in
relevant sections of this Report.
ITC is driven by the compelling vision of enlarging its contribution to society.
Towards this end, systems and policies, principles and practices in ITC are not only
benchmarked to international best practices but also comply with the regulatory
requirements. |
