of the shareholders. The Chairman and Executive
Directors are also entitled, in addition to their consolidated salary, to a Performance
Bonus for each financial year, as may be determined by the Board on the recommendation of
the Compensation Committee, up to a maximum of 85% and 75% of their consolidated salary,
respectively. The senior most level of management, immediately below the Executive
Directors, is also entitled to a Performance Bonus for each financial year, up to a
maximum of 60% of their consolidated salary, as may be determined by the Compensation
Committee; such Performance Bonus is determined, inter alia, on the basis of weightage
placed on parameters of profit and profitability, market standing and organisational
vitality, and creation of foundations for future growth. Remuneration of other managers is
approved by the Corporate Management Committee. Details of compensation paid to the
Executive Directors and senior managers above a certain prescribed level are provided to
the shareholders every year in the Company’s Annual Report.
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Oversight, Implementation and Audit of
Economic, Environmental, Social and Related Policies |
The Corporate Management Committee of the Company approves the Environment,
Occupational Health and Safety, and Social policies of ITC.
The Corporate EHS Department, headed by an Executive Vice-President, is responsible for
laying down ITC’s standards, preparing EHS Guidelines, ensuring implementation and,
at least annually, auditing the 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 all activities relating to
the Company’s social performance. |
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Corporate Governance Policy |
ITC defines Corporate Governance as a systemic process by which companies are directed
and controlled to enhance their wealth-generating capability. 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 from the 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.
Trusteeship recognises that large corporations, which represent a coalition of
interests, namely those of the shareholders, other providers of capital, business
associates and employees, have both an economic and a social purpose, thereby casting the |
