ITC's Code of Conduct is derived from three interlinked fundamental principles, viz. good corporate governance, good corporate citizenship and exemplary personal conduct in relation to the Company's business and reputation.

ITC is a professionally managed organisation and the core value underlying its Corporate Philosophy is "Trusteeship". Employees of the organisation believe that as professionals, they manage the organisation in "trust" for its various stakeholders. It is therefore expected that each employee shall act responsibly to ensure that the organisation is managed in a manner that protects and furthers the interests of its stakeholders. ITC recognises society as an important stakeholder in this enterprise and therefore it is part of its responsibility to practice good corporate citizenship.

The Company also believes that in order to serve the interests of stakeholders in perpetuity, ITC must operate with dynamism and vitality.

ITC's Code of Conduct is based on such expectations of agility and trust and is founded on the Company's core values which promotes a customer-focused, high-performance culture, creating value for all its stakeholders.

The Corporate Governance Policy is the apex level document guiding conduct of the affairs of the Company, and clearly delineates the roles, responsibilities and authorities of the key entities in the governance structure of the Company. This Code forms an integral part of the Company's Governance Policy. The Directors, senior management and employees must adhere to the Corporate Governance Policy of the Company.

['Senior management' shall mean (i) Key Managerial Personnel, (ii) Managers at Grade 'A' and above, (iii) Chief Executives / Heads of Divisions, Strategic Business Units (SBU), Business Verticals and Shared Services, and (iv) Corporate Heads of Departments. Employees shall mean managerial as well as non-managerial staff.]

In the conduct of the Company's business, the practice of good corporate citizenship is a pre-requisite and embraces the following:

Dealing with People in the Organisation

In dealing with each other, Directors, senior management and employees shall uphold the values which are at the core of ITC's HR philosophy - trust, teamwork, mutuality and collaboration, meritocracy, objectivity, self-respect and human dignity. Indeed, these values form the basis of our HR management systems and processes. In areas such as selection and recruitment, meritocracy will be the only criterion and all managers will scrupulously avoid any consideration other than merit and suitability. Performance management systems including appraisals, remuneration and rewards will focus on meritocracy, equity and upholding of Company values.

ITC believes that all employees are important stakeholders in the enterprise and it is imperative to build a culture of mutual trust & respect, interdependence and meaningful engagement. This approach helps in building, strengthening and sustaining harmonious employee relations across the organisation. (For further details, please refer to the 'Policy on Freedom of Association' under 'Sustainability - Sustainability Policies' at www.itcportal.com)

ITC also believes in a "No Child Labour and No Forced Labour" policy. (Please refer to the 'Policy on Prohibition of Child Labour and Prevention of Forced Labour at the Workplace' under 'Sustainability - Sustainability Policies' at www.itcportal.com)

A Gender Friendly Workplace

As a good corporate citizen, ITC is committed to a gender friendly workplace. It seeks to enhance equal opportunities for all genders, prevent / stop / redress sexual harassment at the workplace and institute good employment practices. (For further details, please refer to the 'Policy on Diversity and Equal Opportunity' under 'Sustainability - Sustainability Policies' at www.itcportal.com)

Sexual harassment includes unwelcome sexually determined behaviour such as: unwelcome physical contact; a demand or request for sexual favours; sexually coloured remarks; showing pornography and any other unwelcome physical, verbal or non-verbal conduct of a sexual nature.

ITC maintains an open door for reportees; encourages employees to report any harassment concerns and is responsive to employee complaints about harassment or other unwelcome or offensive conduct. Committees have been constituted across locations to enquire into complaints and to recommend appropriate action, wherever required. Necessary disclosures in relation to the sexual harassment complaints received and redressal thereof are provided in the Report and Accounts of the Company.

ITC demands, demonstrates and promotes professional behaviour and respectful treatment of all employees.

Relationships with Suppliers and Customers

All Directors, senior management and employees shall ensure that in their dealings with suppliers and customers, the Company's interests are never compromised. Accepting and giving gifts & presents of more than a nominal value, gratuity payments, bribes and other payments from and to suppliers and customers will be viewed as a serious breach of discipline as this could lead to compromising the Company's interests.

Transactions with suppliers and customers shall be strictly within the prevailing Governance framework. All agreements entered into by the Company shall have an appropriate clause in this regard.

Legal Compliance

It is the Company's policy to fully comply with all the applicable laws and regulations. All Directors, senior management and employees shall comply with the applicable laws. The Company cannot accept practices that are unlawful or may be damaging to its reputation. Ensuring legal and regulatory compliance is the responsibility of the Chief Executives of the respective Businesses and their Divisional Management Committees (DMCs) in case of Divisions, and the respective Heads in case of Corporate Departments. The DMCs of the respective Businesses and Heads of Corporate Departments must satisfy themselves that sound and adequate arrangements exist to ensure compliance with the statutory and regulatory requirements impacting the Business / Department, and identify & respond to developments in the regulatory environment relevant to the Business / Department. In the event the implication of any law is not clear, the Company's Legal Department shall be consulted for advice.

Monthly statutory compliance reports from the Businesses and Corporate Departments shall be placed before the CMC and the Board of Directors of the Company (the Board), highlighting the non-compliances, if any, along with related action plan.

[Reference to Chief Executives of Businesses shall include Heads of SBUs, Business Verticals and Shared Services. Further, reference to DMCs shall include SBU Management Committees and Executive Committees for Business Verticals, Shared Services and such other similar committee(s) as may be constituted by the CMC / Board.]

Health and Safety

The Company attaches great importance to a healthy and safe work environment. ITC is committed to provide good physical working conditions and encourages that high standards of hygiene and housekeeping are maintained. Particular attention should be paid to training of employees to increase safety awareness and adoption of safe working methods, including use of personal protective equipment, designed to prevent serious or fatal accidents. Employees shall diligently comply and practice the health and safety policies and practices of the Company.

Periodic as well as episodic internal and external health and safety audits shall be conducted. Findings of such audits with action plans, if any, as well as reports on accidents, shall be presented to the respective DMCs and where necessary to the CMC and the Board.

Environment Policies

The Company believes that commitment to sustainable development is a key component of responsible corporate citizenship and therefore deserves to be accorded the highest priority. Accordingly, the Company is committed to Best Practices in environmental matters arising out of its business activities and expects each Business to fully demonstrate this commitment.

In addition to complying with the applicable laws and regulations, Businesses must establish procedures for assessing the environmental impact of their present and future activities. They should adopt Best Practices in their environmental policies and procedures, and employees shall follow such policies and procedures diligently.

(For further details, please refer to the 'Policy on Environment, Health and Safety' under Sustainability - Sustainability Policies at www.itcportal.com)

All Directors, senior management and employees have the obligation to conduct themselves in an honest & ethical manner and with integrity, and act in the best interest of the Company at all times. They are expected to demonstrate exemplary personal conduct in relation to the Company's business and reputation through adherence to the following:

Avoidance of Conflict of Interest

All Directors, senior management and employees must avoid situations in which their personal interest could conflict with the interest of the Company. Conflict of interest may arise when (a) an employee or a family member (family member includes spouse, children, siblings and parents) has a material interest in an entity that has a business relationship with the Company or is being evaluated for a commercial transaction, or (b) an employee is in a position to benefit someone with whom he / she has a close relationship, in relation to the Company's business. However, this is an area in which it is not possible to provide comprehensive guidance but the guiding principle is that conflict, if any, or any potential conflict must be disclosed to higher management for guidance and action as appropriate.

Where situations of conflict of interest arise, the same should immediately be brought to the notice of the Head of Finance and the Head of Human Resources of the respective Business, and in case of Corporate Departments, to the Chief Financial Officer and the Head of Corporate Human Resources.

In scenarios of conflict of interest, apart from informing the relevant managers, the employee must maintain objectivity in his / her decision making, carry out rigorous due diligence, and always maintain the primacy of the Company's interests.

Recruitment of spouse / children of any existing employee in the Company shall require prior approval of the CMC. Disclosure of such relationship is provided for in the application form which is required to be completed at the time of recruitment. In all such cases, it shall be ensured that the new entrant is not positioned in roles that may create potential conflicts of interest between his / her personal and professional matters, in view of his / her relationship with the existing employee.

(For conflict of interest in respect of Suppliers and Service Providers, please refer to 'Code of Conduct for Suppliers and Service Providers' under Sustainability Policies at www.itcportal.com)

Anti-Bribery and Corruption

ITC believes in conducting its business in a transparent manner and does not indulge in bribery or corruption.

Hospitality and Gifts

Hospitality and gifts are sometimes exchanged during the course of business as social and customary gestures. These are infrequent, nominal in nature and not excessive.

However, considering that exchange of gifts and hospitality could become a source of conflict of interest, due care must be taken to ensure that it is done sparingly and with reasonableness.

In the event employees require any clarification about the reasonableness of a gift or hospitality, they must consult the Head of Human Resources of the Unit / Department / Business.

In this context, please also refer to the Company's Code of Conduct for Suppliers and Service Providers.

Transparency and Auditability

All Directors, senior management and employees shall ensure that their actions in the conduct of business are totally transparent except where the needs of business security dictate otherwise. Such transparency shall be brought about through appropriate policies, systems and processes, including as appropriate, segregation of duties, tiered approval mechanism and involvement of more than one manager in key decisions and maintaining supporting records. Where relevant, it is encouraged to voluntarily ensure that all areas are open to audit and the conduct of activities is totally auditable.

Protection of Confidential Information

No Director, senior management and employee shall disclose or use any confidential information, including unpublished price sensitive information, gained in the course of employment / association with the Company for their personal gain or for the advantage of any other person. No information either formally or informally shall be provided to the press, other publicity media or any other external agency except within approved policies.

Dealing in Securities of the Company

• Employees and their Immediate Relatives shall not enter into any derivative transactions with respect to the shares of the Company.
• Employees, who have been granted Stock Options under the Company's Employee Stock Option Schemes (ITC ESOS) and have outstanding Options, shall not buy and / or sell any shares of the Company, other than exercise of Options under ITC ESOS and sale of shares acquired upon such exercise of Options.
• The following category of persons shall not buy and / or sell shares of the Company in excess of 10,000 shares in aggregate in a calendar quarter:
  • - Employees who do not have any outstanding Stock Options granted under ITC ESOS;
  • - Immediate Relatives of Employees.

['Immediate Relative' means spouse, and includes parent, sibling, and child of the employee or of the spouse, if any of them is financially dependent on the employee or consults the employee in taking decisions relating to trading in securities of the Company.]

Company Facilities

No Director, senior management and employee shall misuse Company facilities. In the use of Company facilities, care shall be exercised to ensure that costs are reasonable and there is no wastage.

Leading by Example

The organisation's Directors and senior management set the professional tone for the Company. Through both their words and their actions, the organisation's leadership conveys what is acceptable and unacceptable behaviour. ITC's Directors, senior management and employees must constantly reinforce, through their actions and behaviour, that ITC's stated beliefs of responsible corporate citizenship are rooted in individual conviction and personal integrity.

Waiver of any provision of this Code must be placed for approval before the Board / CMC, as appropriate.

In addition to the above, Independent Directors of the Company are also required to comply with their duties laid down under Schedule IV to the Companies Act, 2013, as detailed in the Annexure.

Instances of non-adherence to the requirements relating to this Code shall be dealt with by the Company through an appropriate internal mechanism. Employees may bring to the notice of the Whistleblower Complaints Committee any 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, that could adversely impact the Company's operations, business performance and / or reputation.

This Code will be shared with all new employees at the time of joining the Company and a copy will be signed by them affirming compliance with the same. In addition, all Directors and senior management shall affirm compliance with the Code on an annual basis. Further, the Code will also be shared with the existing employees periodically and their affirmation will be taken to reinforce the Code and ensure its Company-wide implementation.

The Head of Human Resources of the respective Business / Head of Corporate Human Resources, as applicable, will address any queries from employees pertaining to this Code. All employees are expected to keep themselves abreast of the updates, if any, made to this Code.

In the event of any inconsistency between this Code and the applicable laws, the applicable laws will prevail.

This Code will be reviewed by the Board as and when deemed necessary.

This Code was approved by the Board on 26^th March, 2005 and last amended on 24^th July, 2021.

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 1^st July, 2020 and will be reviewed as and when deemed necessary. 

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