Whistleblower Policy

1. Philosophy

ITC Limited ('the Company') believes that every employee and Director of the Company is a trustee of its stakeholders and must conduct himself or herself at all times in a professional, responsible and ethical manner.

2. Purpose and Scope

This Policy ('the Policy') encourages Directors and employees of the Company to promptly bring to the Company's attention, instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that affect the financial integrity of the Company, or actual or suspected instances of leak of unpublished price sensitive information ('UPSI'), that could adversely impact the Company's operations, business performance and / or reputation. The Company will investigate such reported incidents in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld.

3. Objective

The Company endeavours to:

1. Provide an environment where every Director and employee of the Company feels free to report instances within the purview of this Policy;
2. Investigate such reported incidents in a fair manner;
3. Take appropriate disciplinary action against the delinquent employee(s);
4. Ensure that no complainant is victimised or harassed for bringing such incidents to the attention of the Company.

The practice of this Policy will be overseen by the Audit Committee.

4. Reporting Mechanism

a. Complainants are encouraged to bring to the attention of the Company incidents pertaining, inter alia, to:

1. Illegal or unethical conduct including that which adversely affects investors, shareholders, customers, suppliers, other employees, or the business performance or image or reputation of the Company;
2. Actual or suspected incidents of fraud;
3. Actions that affect the financial integrity of the Company;
4. Conflict of interest with the Company;
5. Leaking of confidential or proprietary information of the Company; and
6. Actual or suspected instances of leak of UPSI pertaining to the Company.

b. The complainant may send the complaint to the Whistleblower Complaints Committee [as stated under Paragraph 5(a) below] in writing, either by (i) sending an e-mail to whistleblowing@itc.in or by (ii) sending a letter sealed in an envelope (which is distinctly marked "Confidential"), to either of the following addresses:

Complaint for any actual or suspected instance of leak of UPSI should also be copied to the Company Secretary and the Chief Financial Officer.

c. Complaints by or against Directors, senior management (as defined in the ITC Code of Conduct) and members of the Whistleblower Complaints Committee [as stated under Paragraph 5(a) below] shall be sent directly to the Chairman of the Audit Committee, with a copy to the Chairman and Managing Director of the Company.

d. Anonymous complaints are not encouraged. However, such complaints may be entertained if the complaint sets out specific allegations and verifiable facts and is accompanied with supporting evidence.

e. Complaints that are mischievous, mala fide, made with oblique or ulterior motive and / or sans evidence shall not be covered under the purview of this Policy.

f. In order to facilitate effective investigation, the complaint should be supported with documents evidencing the complaint and should include all relevant information about the incident as the complainant is aware of, including the following:

1. Nature, period and other details of the incident including the location and business unit where such incident has occurred; and
2. Identity(ies) of the person(s) suspected to be involved in the incident.

g. To facilitate investigation, complainants are encouraged to report incidents promptly upon becoming aware of the same, preferably within 30 days.

5. Investigation

a. Complaints submitted via e-mail to the designated email address shall automatically be received by the Whistleblower Complaints Committee comprising the Head of Corporate Human Resources, the General Counsel and the Head of Internal Audit of the Company.

b. Upon receipt of a complaint within the scope of this Policy, the Whistleblower Complaints Committee shall review the same and if the complaint is found to be serious and credible, the Committee shall investigate such complaint.

For the purpose of conducting an investigation, the Whistleblower Complaints Committee is authorised to:

1. seek any information it requires from any employee, who shall cooperate with any such request made by the Committee;
2. seek assistance from any employee for conduct of investigation, as may be considered appropriate;
3. obtain external legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise, if it considers necessary;
4. call for such documents and representations, as may be deemed fit.

c. Report of the investigation, along with recommendations of the Whistleblower Complaints Committee in relation to further actions to be taken in connection with the complaint, shall be placed before the Corporate Management Committee of the Company ('CMC').

d. Upon receipt of the investigation report and the recommendations of the Whistleblower Complaints Committee, the CMC shall give directions for necessary actions to be taken and submit a report in this connection to the Audit Committee.

e. The information disclosed during the course of an investigation, including the identity of the complainant, shall be kept confidential, except as necessary or appropriate to be disclosed for the purpose of the investigation or where required by law.

f. Investigation of complaint by or against Directors, senior management and members of the Whistleblower Complaints Committee shall be carried out as directed by the Audit Committee.

g. Complaint for any actual or suspected instance of leak of UPSI shall be dealt with in accordance with the Company's Policy for inquiry in case of leak of UPSI.

h. Any person against whom a complaint has been made shall recuse himself / herself from any investigating or reporting responsibility in connection with such complaint.

6. No Retaliation

1. This Policy is intended to encourage, facilitate and enable raising of genuine concerns. No complainant who reports an incident under this Policy shall suffer any harassment, retaliation or adverse employment condition as a consequence of such reporting.
2. Any employee who retaliates against a person reporting a violation will be subject to disciplinary proceedings, which may extend to termination of employment.
3. If any complainant is victimised or harassed for reporting any genuine concern, he / she may file an application before the Whistleblower Complaints Committee seeking redressal of the matter. The Whistleblower Complaints Committee shall take appropriate action to attend to the complainant's concern. However, if the complainant feels that his / her concern has not been addressed, he / she may approach the Line Director / Line CMC Member, as applicable, failing which the Chairman and Managing Director of the Company. In exceptional cases, direct access to the Chairman of the Audit Committee shall be provided.

7. Complaints to be made in good faith

1. A complainant must act in good faith and have reasonable grounds for forming a belief that his or her complaint constitutes an incident within the purview of this Policy.
2. This Policy should not be used as a tool for making false or mala fide allegations.
3. Any person who is found to be making baseless, reckless, malicious or deliberately false allegation, shall be subject to disciplinary proceedings, which may extend to termination of employment.

8. Applicability

This Policy will be effective from 1st July, 2020 and will be reviewed as and when deemed necessary. 

This Policy was approved by the Audit Committee on 23rd May, 2014 and last amended on 11th June, 2020.