The primary role of the Board is that of trusteeship to protect and enhance shareholder value through strategic supervision of ITC, its wholly owned subsidiaries and their wholly owned subsidiaries. As a body of trustees, the Board ensures that the Company has clear goals relating to shareholder value and its growth. The Board sets strategic goals and seeks accountability for their fulfilment. The Board also provides direction and exercises appropriate control to ensure that the Company is managed in a manner that fulfils stakeholder aspirations and societal expectations.

The ITC Board is a balanced Board, comprising Executive and Non-Executive Directors. The Non-Executive Directors include independent professionals. The Governance Policy requires that the Non-Executive Directors be drawn from amongst eminent professionals with experience in business/ finance/law/public enterprises. The present strength of the Board is 12. Four out of the 12 are Executive Directors.

As at 31st March, 2004, the Board comprised 12 Directors, of whom 6 Directors (representing 50% of the Board) were independent Non-Executive Directors.

Currently, there are four Board Committees—the Audit Committee, the Nominations Committee, the Compensation Committee and the Investor Services Committee.

The Audit Committee of the Board, inter alia, provides reassurance to the Board on the existence of an effective internal control environment that ensures efficiency and effectiveness of operations, both domestic and overseas, safeguarding of assets and adequacy of provisions for all liabilities, reliability of financial and other management information and adequacy of disclosures and compliance with all relevant statutes.

The primary role of the Nominations Committee of the Board is to make recommendations on appointments to the Board, the Corporate Management Committee and the seniormost level of executive management one level below the Board. The Committee also clears succession plans for these levels.

The Compensation Committee of the Board, inter alia, recommends to the Board the compensation terms of Executive Directors and the seniormost level of management immediately below the Executive Directors. Details of compensation paid to the Executive Directors and the seniormost level of management immediately below the Executive Directors above a certain prescribed level are provided to the shareholders every year in the Company’s Annual Report. The Committee also has the responsibility for administering the Employee Stock Option Scheme of the Company.

The Investor Services Committee of the Board oversees redressal of shareholder and investor grievances, and approves subdivision/transmission of shares, issue of duplicate share certificates etc.

Divisional Management Committee (DMC)/SBU Management Committee (SBU MC)
The primary role of the DMC/SBU MC is executive management of the Divisional/SBU business to realise tactical and strategic objectives in accordance with a Board-approved plan.

Oversight, implementation, and audit of economic, environmental, social, and related policies
The Corporate Management Committee of the company approves the Environment, Occupational Health & Safety and Social policies of ITC.

The Corporate EHS Department, headed by an Executive Vice-President, is responsible for laying down ITC’s EHS standards, preparing EHS Guidelines, ensuring implementation and, at least annually, auditing EHS performance in each of the Units/Factories/Hotels to ensure conformity to statutory requirements, Corporate EHS Guidelines and Standards.

The Corporate Human Resource (CHR) Department coordinates issues in the realm of the social performance of the Company.