| responsibility on the Board of Directors to
protect and enhance shareholder value, as well as fulfil obligations towards other
stakeholders. Inherent in the concept of trusteeship is the responsibility to ensure
equity, namely, that the rights of all shareholders, large or small, are protected. Transparency
means explaining the Company’s policies and actions to those towards whom it has
responsibilities. Externally, this means maximum appropriate disclosures without
jeopardising the Company’s strategic interests, and internally, this means openness
in the Company’s relationship with its employees and in the conduct of its business.
ITC believes transparency enhances accountability.
Empowerment is a process of unleashing creativity and innovation throughout the
organisation by truly vesting decision-making powers at the most appropriate levels and as
close to the scene of action as feasible, thereby helping actualise the potential of its
employees. Empowerment is an essential concomitant of ITC's first core principle of
governance, that management must have the freedom to drive the enterprise forward. ITC
believes that empowerment combined with accountability provides an impetus to performance
and improves effectiveness, thereby enhancing shareholder value.
Control ensures that freedom of management is exercised within a framework of checks
and balances. It is designed to prevent misuse of power, facilitate timely management of
change and ensure effective management of risks. ITC believes that control is a necessary
concomitant of its second core principle of governance, that the freedom of management
should be exercised within a framework of appropriate checks and balances.
Ethical Corporate Citizenship means setting exemplary standards of ethical behaviour,
both internally within the organisation, as well as in external relationships. ITC
believes that unethical behaviour corrupts organisational culture and undermines
stakeholder value. Governance |
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processes in ITC continuously reinforce and help
realise the Company’s belief in ethical corporate citizenship. ITC Code of Conduct
‘The ITC Code of Conduct’ is derived from three interlinked fundamental
principles, namely, good corporate governance, good corporate citizenship and exemplary
personal conduct, and is applicable to all Directors, senior management and employees of
the Company. The Code covers ITC’s commitment towards sustainable development,
concern for occupational health, safety and environment, a gender-friendly workplace,
transparency and auditability, legal compliance, and the philosophy of leading by personal
example. The Code is available on the Company’s corporate website.
ITC Code of Conduct for Prevention of Insider Trading
The Board of Directors of the Company adopted on March 27, 2002 the ITC Code of Conduct
for Prevention of Insider Trading (‘ITC Code’) in the shares and securities of
the Company. The ITC Code, inter alia, prohibits purchase/sale of shares of the Company by
employees while in possession of unpublished, price-sensitive information in relation to
the Company. The ITC Code is available on the Company’s corporate website.
A General Meeting of the Shareholders of the Company is held at least once a year to
consider and approve the Report of the Directors, the annual financial statements with the
notes and schedules thereto, declaration of dividends or any other returns or resources
intended for distribution, the appointment of Directors and auditors, and other important
matters requiring shareholder approval. The Annual General Meeting is the principal forum
for face-to-face interaction with shareholders, where the entire Board is present. The
Chairman addresses the shareholders on issues of |
