This three-tier governance structure ensures that:

Strategic supervision (on behalf of the shareholders), being free from involvement in the task of strategic management of the Company, can be conducted by the Board with objectivity, thereby sharpening accountability of management;
Strategic management of the Company, uncluttered by the day-to-day tasks of executive management, remains focused and energised;
Executive management of a Business, free from collective strategic responsibilities for ITC as a whole, focuses on enhancing the quality, efficiency and effectiveness of the business.

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 trustees, the Board ensures that the Company has clear goals relating to creation of shareholder value and its growth. The Board sets strategic goals and seeks accountability towards their fulfillment. 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 twelve. Eight out of the twelve are 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, 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 senior most 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 senior most level of management immediately below the Executive Directors. 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 sub-division/transmission of shares, issue of duplicate share certificates etc.

The primary role of the CMC is strategic management of the Company’s businesses within a Board-approved direction/framework. The CMC operates under the strategic supervision and control of the Board.