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Expand all | Collapse all India Tobacco Division Sanjiv Puri H Malik R Parasuram Foods Division Chitranjan Dar M Ganesan V L Rajesh S Ganeshkumar Paritosh Wali M S Gadhok Vikram Khosla Divisional Chief Executive Member Member Member Member Member Invitee Divisional Chief Executive Member Member
Lifestyle Retailing Business Division A Chand Riaz Ahmed S Roy K Bose M Rastogi R Kaicker Divisional Chief Executive Member & Secretary Member Member Member Member
Sandeep Kaul S Balakrishnan Anil Garg K Venkat Nilanjan Mukherjee Atul Joshi
Education & Stationery Products Strategic Business Unit C S Das B K Pramanick Sanjeev Seksaria N Thakur A K Chowdhury SBU Chief Executive Member Member Member Member
Safety Matches Strategic Business Unit V M Rajasekharan B K Pramanick SBU Chief Executive Member
Agarbattis Strategic Business Unit V M Rajasekharan Senthil Kumaran V S Thyagarajan B K Pramanick Hotels Division SBU Chief Executive Secretary Member Member
N Anand Dipak Haksar B Hariharan A Pathak M Bhatnagar S C Sekhar A R Noronha G Anand A Sharma
Divisional Chief Executive Member Member Member Member Member Member Invitee Invitee
Paperboards & Specialty Papers Division S K Singh Anil Seth K I Vishwanathan A V Rao K Nanda Kumar Divisional Chief Executive Member Invitee Invitee Invitee
Packaging & Printing Strategic Business Unit R Senguttuvan B K Pramanick Sethu Subramanian Akhilesh Sinha Agri Business Division S Sivakumar R Rai Divisional Chief Executive Member SBU Chief Executive Member & Secretary Member Member
C V Sarma L Prabhakar
Agri Business Division - ILTD S Rangrass Kuryan Stephanos K C Biddappa S Ramakrishna Ravi Srinivasan D V R Rajiv Mohan . Divisional Chief Executive Member & Secretary Member Member Member Invitee
Sustain ITC's position as one of India's most valuable corporations through world class performance, creating growing value for the Indian economy and the Companys stakeholders To enhance the wealth generating capability of the enterprise in a globalising environment, delivering superior and sustainable stakeholder value
Core Values
ITC's Core Values are aimed at developing a customer-focused, highperformance organisation which creates value for all its stakeholders:
Trusteeship
As professional managers, we are conscious that ITC has been given to us in "trust" by all our stakeholders. We will actualise stakeholder value and interest on a long term sustainable basis.
Customer Focus
We are always customer focused and will deliver what the customer needs in terms of value, quality and satisfaction.
humanness and human dignity. We acknowledge that every individual brings different perspectives and capabilities to the team and that a strong team is founded on a variety of perspectives. We want individuals to dream, value differences, create and
Excellence
We do what is right, do it well and win. We will strive for excellence in whatever we do.
Innovation
We will constantly pursue newer and better processes, products, services and management practices.
Nation Orientation
We are aware of our responsibility to generate economic value for the Nation. In pursuit of our goals, we will make no compromise in complying with applicable laws and regulations at all levels.
Corporate Governance
Definition and Purpose | The Governance Structure | Roles | Board
Committees
Preamble
Over the years, ITC has evolved from a single product company to a multi-business corporation. Its businesses are spread over a wide spectrum, ranging from cigarettes and tobacco to hotels, packaging, paper and paperboards and international commodities trading. Each of these businesses is vastly different from the others in its type, the state of its evolution and the basic nature of its activity, all of which influence the choice of the form of governance. The challenge of governance for ITC therefore lies in fashioning a model that addresses the uniqueness of each of its businesses and yet strengthens the unity of purpose of the Company as a whole. Since the commencement of the liberalisation process, India's
economic scenario has begun to alter radically. Globalisation will not only significantly heighten business risks, but will also compel Indian companies to adopt international norms of transparency and good governance. Equally, in the resultant competitive context, freedom of executive management and its ability to respond to the dynamics of a fast changing business environment will be the new success factors. ITC's governance policy recognises the challenge of this new business reality in India.
Core Principles
ITC's Corporate Governance initiative is based on two core principles. These are : i. Management must have the executive freedom to drive the enterprise forward without undue restraints; and ii. This freedom of management should be exercised within a framework of effective accountability. ITC believes that any provide meaningful policy to on the Corporate executive
Governance
must
empowerment
management of the Company, and simultaneously create a mechanism of checks and balances which ensures that the decision making powers vested in the executive management is not only not misused, but is used with care and responsibility to meet stakeholder aspirations and societal expectations.
Cornerstones
From the above definition and 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 leads to the creation of the right corporate culture in which the company is managed in a manner that fulfils the purpose of Corporate Governance.
Trusteeship:
ITC believes that large corporations like itself have both a social and economic purpose. They represent a coalition of interests, namely those of the shareholders, other providers of capital,
business associates and employees. This belief therefore casts a responsibility of trusteeship on the Company's Board of Directors. They are to act as trustees to protect and enhance shareholder value, as well as to ensure that the Company fulfils its obligations and responsibilities to its 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:
ITC believes that transparency means explaining Company's policies and actions to those to whom it has responsibilities. Therefore transparency must lead to maximum appropriate disclosures interests. without Internally, jeopardising the Company's means strategic in transparency openness
Company's relationship with its employees, as well as the conduct of its business in a manner that will bear scrutiny. We believe transparency enhances accountability.
of Directors. We believe that empowerment, combined with accountability, provides an impetus to performance and improves effectiveness, thereby enhancing shareholder value.
Control:
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. Control should prevent misuse of power, facilitate timely management response to change, and ensure that business risks are pre-emptively and effectively managed.
Code of Conduct
Preamble
ITCs Code of Conduct was circulated to the employees more than five years back and is posted on the Companys corporate website. This Code has now been re-drafted for better presentation. This Code is derived from three interlinked fundamental principles, viz. good corporate governance, good corporate citizenship and exemplary personal conduct.
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Philosophy
ITC is a professionally managed organisation and the core value underlying our corporate philosophy is "trusteeship". We believe this organisation has been handed to us by the various stakeholders in "trust" and we as professionals are the "trustees" of these stakeholders. It is therefore our responsibility to ensure that the organisation is managed in a manner that protects and furthers the interests of our stakeholders. We recognise society as an important stakeholder in this enterprise and therefore it is part of our responsibility to practise good corporate citizenship.
It is also our belief that in order to serve the interests of our stakeholders in perpetuity, we must build ITC into an institution whose dynamism and vitality are anchored in its core values.
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processes including performance management systems, appraisals, remuneration and rewards. A Gender Friendly Workplace As a good corporate citizen, ITC is committed to a gender friendly workplace. It seeks to enhance equal opportunities for men and women, prevent/stop/redress sexual harassment at the workplace and institute good employment practices. 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 and offensive conduct. A Grievance Committee on Gender Issues has been constituted to enquire into complaints and to recommend appropriate action, wherever required. 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 Companys interests are never compromised. Accepting gifts and presents of more than a nominal value, gratuity payments and other payments from suppliers or customers will be viewed as serious breach of discipline as this could lead to compromising the Companys interests.
Legal Compliance It is the Companys policy to comply fully with all applicable laws and regulations. Ensuring legal and regulatory compliance is the responsibility of the Chief Executives of the Businesses and the Divisional Management Committees. The Company cannot accept practices which are unlawful or may be damaging to its reputation. Divisional Management Committees must satisfy themselves that sound and adequate arrangements exist to ensure that they comply with the legal and regulatory requirements impacting each business and identify and respond to developments in the regulatory environment in which they operate. In the event the implication of any law is not clear, the Companys Legal Department shall be consulted for advice. 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 high standards of hygiene and housekeeping. Particular attention should be paid to training of employees to increase safety awareness and adoption of safe working methods, particularly designed to prevent serious or fatal accidents. 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 applicable laws and regulations, Businesses must establish procedures for assessing the environmental effects of their present and future activities. They should adopt Best Practices in their environmental policies and procedures.
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Personal Conduct
All directors, senior management and employees have the obligation to conduct themselves in an honest and ethical manner and act in the best interest of the Company at all times. They are expected to demonstrate exemplary personal conduct 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. This is an area in which it is impossible to provide comprehensive guidance but the guiding principle is that conflict, if any, or potential conflict must be disclosed to higher management for guidance and action as appropriate. 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. It shall
be necessary to voluntarily ensure that areas of operation 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 gained in the course of employment/ association with the Company for 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. 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 organisations directors and senior management set the
professional tone for the Company. Through both their words and their actions, the organisations leadership conveys what is acceptable and unacceptable behaviour. ITCs directors, senior management and employees must constantly reinforce through their actions and behaviour that ITCs stated beliefs of responsible corporate citizenship are rooted in individual conviction and personal integrity.
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Waivers
Any waiver of any provision of this Code of Conduct for a director, senior management or employee must be placed for approval before
Non Adherence
Any instance of non-adherence to the Code of Conduct / any other observed unethical behaviour on the part of those covered under this Code should be brought to the attention of the immediate reporting authority, who shall in turn report the same to the Head of Corporate Human Resources.
* Senior management for the purpose of this Code would mean the following: - Managers at Grade A & its equivalent, and above - Divisional & SBU Chief Executives - Corporate HODs * This Code of Conduct, as adopted by the Board of Directors of the Company on 26th March, 2005, was amended on 29th March, 2006.
ITC believes that all its employees must live with social and economic dignity and freedom, regardless of nationality, gender, race, economic status or religion. In the management of its businesses and operations therefore, ITC ensures that it upholds the spirit of human rights as enshrined in existing international standards such as the Universal Declaration and the Fundamental Human Rights Conventions of the ILO. Policy ITC upholds international human rights standards, does not condone human rights abuses, and creates and nurtures a working environment where human rights are respected without prejudice. Implementation The Corporate Human Resources function of ITC is responsible for the Human Rights Policy design, implementation and updation. The policy is implemented at all locations of ITC through a set of separate policies and procedures covering each of the main constituents of human rights applicable at the workplaces. Monitoring defined against each specific policy. & Audit
suppliers/vendors who are expected to follow internationally accepted norms and standards on human rights. 2. ITC's major businesses are vertically integrated across several Divisions. A substantial part of the supply chain is therefore internal through strategic backward linkages. Common values relating to human rights performance are shared across this supply chain. 3. Being a major agri-based company, the agriculture sector is a major supplier of inputs for its operations. The bulk of agricultural commodities are procured from state controlled trading platforms and the open market. 4. A very small proportion of ITC's business consists of supply chains comprising local vendors and suppliers. The policy framework for such entities is enunciated separately in 'Policy to Ensure Respect for Human Rights across the Supply Chain'.
Policy to Ensure Respect for Human Rights Policy across the Supply Chain
ITC provides products and services of superior quality and value by sourcing its technologies, equipment and inputs from reputed international and Indian manufacturers and suppliers. Common values, relating to human rights performance, are shared across the entire supply chain because ITC is committed to the importance of a socially responsible and accountable supply chain. Policy ITC nurtures an internal working environment which respects human rights without prejudice. Likewise, it expects its business partners to
establish a human rights compliant business environment at the workplace. Implementation The responsibility for implementation of this policy rests with the Divisional Chief Executive of the concerned business and the Unit Manager. The policy is communicated internally through policy manuals and intranet portals, and externally by the HR personnel of concerned units to vendors/suppliers. Monitoring & Audit
ITC has established a policy intent for mapping/monitoring progress and performance of existing and potential vendors/suppliers on human rights performance.
colour, ancestry, marital status or affiliation with a political, religious, or union organization or minority group. Implementation The policy is communicated to all employees through induction programmes, policy manuals and intranet portals. The custodian of this policy is the head of each operational unit and Divisional Chief Executives of the respective business. ITC's complaints resolution procedure is premised on the freedom of employees to approach higher officials beyond his/her immediate superior. For the unionised employees, compliance of the policy is ensured through a robust grievance handling procedure and the presence of a union that brings violations to the notice of the unit HR head. Monitoring & Auditing
The accountability for the application of the non-discrimination employment policy rests with the Unit Head who reviews antidiscriminatory complaints annually or on a case-by-case basis. The Corporate Human Resources function conducts non-discrimination reviews annually on a sample basis with unit heads and through onsite assessments.
Policy ITC respects the employees' right to organize themselves into interest groups as initiatives of the workers, independent from supervision by the management. In keeping with the spirit of this Policy, employees are not discriminated against for exercising this right. Implementation The policy is comunicated to all employees through induction programmes, policy manuals and intranet portals. The custodian of this policy is the HR head of each operational unit who reports directly to Unit Head on such issues. The actualisation of this policy is evident from the joint agreements and minutes that are signed between the union and the management. Monitoring & Audit
Each ITC Unit has appropriate systems and checks to ensure compliance with the Policy and statutory provisions, including means for filing of grievances, collective bargaining agreements and minutes from Corporate HR. worker meetings. Compliance with the Policy is regularly monitored by Divisional and
Policy Prohibiting Child Labour and Preventing Forced Labour from Workplace
The foundation of ITC's "No Child or Forced Labour policy" is based on the Company's commitment to find practical, meaningful and culturally appropriate responses to support the elimination of such labour practices. It thus endorses the need for appropriate initiatives to progressively eliminate these abuses.
Policy ITC does not employ any person below the age of eighteen years in the workplace. ITC prohibits the use of forced or compulsory labour at all its units. No employee is made to work against his/her will or work as bonded/forced labour, or subject to corporal punishment or coercion of any type related to work. Implementation This policy is publicly available throughout the Company and clearly communicated to all employees in a manner in which it can be understood through induction programmes, policy manuals and intranet portals. The responsibility for the implementation of the policy rests with the Units HR Department and the security staff who do not permit underage persons to enter the factory as workers. Employment contracts and other records documenting all relevant details of the employees, including age, are maintained at all units and are open to verification by any authorized personnel or relevant statutory body. Compliance with the policy is evident in the transparent system of recruitment and the policy of exit interviews which are undertaken by a manager not directly connected with the employee. For the unionised employees, compliance is also ensured through a robust grievance handling procedure and the presence of a union that brings violations to the notice of the unit HR head. Monitoring Human Resources function. & Audit
Audit and assessment is undertaken annually by Corporate Internal Audit and the Environment, Occupation Health and Safety function.
The
Policy
is
actualised of
through
consultative culminating
meetings in
with joint
representatives
employees,
The Company will provide to all its employees sensitive, accurate and the latest information about risk reduction strategies in their personal lives, with the objectives of reducing the stigma of
HIV/AIDS,
encouraging
safe
behaviour
and
improving
The Company is committed to providing a safe and healthy workplace to all its employees. It is the Company's objective that employees will have access to health services to prevent and manage HIV/AIDS. 4. Non-discrimination The Company will not discriminate against any employee infected by HIV/AIDS with regard to promotions, training and other privileges and benefits as applicable to all employees. 1. A HIV positive employee will be allowed to continue to work in his/her job unless
Medical conditions interfere with the specific job being done, in which case will reasonable be alternative made; working or arrangements
The employee is incapacitated to perform his/her duties and is declared medically unfit by a medical doctor, in which case the employee will be assisted to rehabilitate himself/herself outside the Company. 2. The Company will not make pre-employment HIV/AIDS screening mandatory as part of its fitness to work assessment. Screening of this kind refers to direct methods (HIV testing), indirect methods (assessment of risk behaviour), and questions about HIV tests already taken.
3. HIV/AIDS test will not be part of the annual health checkups unless specifically requested for by an employee. 5. Confidentiality Voluntary testing for HIV/AIDS when requested for by the employee, will be carried out by private or community health services and not at the workplace.
There will no obligation on the part of the employees to inform the Company about their clinical status in relation to HIV/AIDS. Information on clinical diagnosis of an employees' status in terms of his/her HIV/AIDS status if advised to the Company, will be kept strictly confidential.
To
contribute
to
sustainable
development
through
the
establishment and implementation of environment standards that are scientifically tested and meet the requirement of relevant laws, regulations and codes of practice.
To take account of environment, occupational health and safety in planning and decision-making.
To provide appropriate training and disseminate information to enable all employees to accept individual responsibility for Environment, Health and Safety, implement best practices, and work in partnership to create a culture of continuous improvement.
To instil a sense of duty in every employee towards personal safety, as well as that of others who may be affected by the employees actions.
To provide and maintain facilities, equipment, operations and working conditions which are safe for employees, visitors and contractors at the Companys premises.
To ensure safe handling, storage, use and disposal of all substances and materials that are classified as hazardous to health and environment.
To reduce waste, conserve energy, and promote recycling of materials wherever possible.
To institute and implement a system of regular EHS audit in order to assure compliance with laid down policy, benchmarked
To proactively share information with business partners towards inculcating world-class EHS standards across the value chain of which ITC is a part.
All employees of ITC are expected to adhere to and comply with the EHS Policy and Corporate Standards on EHS. ITCs EHS Policy extends to all sites of the Company. It will be the overall responsibility of the Divisional/SBU Chief Executives, through the members of their Divisional Management Committees, General Managers and Unit Heads, to ensure implementation of this Policy and Corporate Standards on EHS, including formation of various committees and designating individuals for specific responsibilities in respect of their Division/SBU. The Corporate EHS Department is responsible for reviewing and updating Corporate Standards on EHS, and for providing guidance and support to all concerned.