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The ITC Profile

ITC is one of India's foremost private sector companies with a market capitalisation of over US $ 30
billion and a turnover of US $ 6 billion.* ITC is rated among the World's Best Big Companies, Asia's
'Fab 50' and the World's Most Reputable Companies by Forbes magazine, among India's Most
Respected Companies by BusinessWorld and among India's Most Valuable Companies by Business
Today. ITC ranks among India's `10 Most Valuable (Company) Brands', in a study conducted by Brand
Finance and published by the Economic Times. ITC also ranks among Asia's 50 best performing
companies compiled by Business Week.

ITC has a diversified presence in Cigarettes, Hotels, Paperboards & Specialty Papers, Packaging, Agri-
Business, Packaged Foods & Confectionery, Information Technology, Branded Apparel, Personal Care,
Stationery, Safety Matches and other FMCG products. While ITC is an outstanding market leader in its
traditional businesses of Cigarettes, Hotels, Paperboards, Packaging and Agri-Exports, it is rapidly
gaining market share even in its nascent businesses of Packaged Foods & Confectionery, Branded
Apparel, Personal Care and Stationery.

As one of India's most valuable and respected corporations, ITC is widely perceived to be dedicatedly
nation-oriented. Chairman Y C Deveshwar calls this source of inspiration "a commitment beyond the
market". In his own words: "ITC believes that its aspiration to create enduring value for the nation
provides the motive force to sustain growing shareholder value. ITC practices this philosophy by not
only driving each of its businesses towards international competitiveness but by also consciously
contributing to enhancing the competitiveness of the larger value chain of which it is a part."

ITC's diversified status originates from its corporate strategy aimed at creating multiple drivers of
growth anchored on its time-tested core competencies: unmatched distribution reach, superior brand-
building capabilities, effective supply chain management and acknowledged service skills in
hoteliering. Over time, the strategic forays into new businesses are expected to garner a significant
share of these emerging high-growth markets in India.

ITC's Agri-Business is one of India's largest exporters of agricultural products. ITC is one of the
country's biggest foreign exchange earners (US $ 3.2 billion in the last decade). The Company's 'e-
Choupal' initiative is enabling Indian agriculture significantly enhance its competitiveness by
empowering Indian farmers through the power of the Internet. This transformational strategy, which
has already become the subject matter of a case study at Harvard Business School, is expected to
progressively create for ITC a huge rural distribution infrastructure, significantly enhancing the
Company's marketing reach.

ITC's wholly owned Information Technology subsidiary, ITC Infotech India Ltd, provides IT services
and solutions to leading global customers. ITC Infotech has carved a niche for itself by addressing
customer challenges through innovative IT solutions.
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ITC's production facilities and hotels have won numerous national and international awards for quality,
productivity, safety and environment management systems. ITC was the first company in India to
voluntarily seek a corporate governance rating.

ITC employs over 26,000 people at more than 60 locations across India. The Company continuously
endeavors to enhance its wealth generating capabilities in a globalising environment to consistently
reward more than 4,13,000 shareholders, fulfill the aspirations of its stakeholders and meet societal
expectations. This over-arching vision of the company is expressively captured in its corporate
positioning statement: "Enduring Value. For the Nation. For the Shareholder."

(* as on 30th September 2010)

History and Evolution

ITC was incorporated on August 24, 1910 under the name Imperial Tobacco Company of India
Limited. As the Company's ownership progressively Indianised, the name of the Company was
changed from Imperial Tobacco Company of India Limited to India Tobacco Company Limited
in 1970 and then toI.T.C. Limited in 1974. In recognition of the Company's multi-business portfolio
encompassing a wide range of businesses - Cigarettes & Tobacco, Hotels, Information Technology,
Packaging, Paperboards & Specialty Papers, Agri-business, Foods, Lifestyle Retailing, Education &
Stationery and Personal Care - the full stops in the Company's name were removed effective
September 18, 2001. The Company now stands rechristened 'ITC Limited'.

The Company’s beginnings were humble. A leased office on Radha Bazar Lane, Kolkata, was the
centre of the Company's existence. The Company celebrated its 16th birthday on August 24, 1926, by
purchasing the plot of land situated at 37, Chowringhee, (now renamed J.L. Nehru Road) Kolkata, for
the sum of Rs 310,000. This decision of the Company was historic in more ways than one. It was to
mark the beginning of a long and eventful journey into India's future. The Company's headquarter
building, 'Virginia House', which came up on that plot of land two years later, would go on to become
one of Kolkata's most venerated landmarks.

Though the first six decades of the Company's existence were primarily devoted to the growth and
consolidation of the Cigarettes and Leaf Tobacco businesses, the Seventies witnessed the
beginnings of a corporate transformation that would usher in momentous changes in the life of the
Company.

ITC's Packaging & Printing Business was set up in 1925 as a strategic backward integration for
ITC's Cigarettes business. It is today India's most sophisticated packaging house.

In 1975 the Company launched its Hotels business with the acquisition of a hotel in Chennai which
was rechristened 'ITC-Welcomgroup Hotel Chola'. The objective of ITC's entry into the hotels
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business was rooted in the concept of creating value for the nation. ITC chose the hotels business for
its potential to earn high levels of foreign exchange, create tourism infrastructure and generate large
scale direct and indirect employment. Since then ITC's Hotels business has grown to occupy a position
of leadership, with over 100 owned and managed properties spread across India.

In 1979, ITC entered the Paperboards business by promoting ITC Bhadrachalam Paperboards

Limited, which today has become the market leader in India. Bhadrachalam Paperboards
amalgamated with the Company effective March 13, 2002 and became a Division of the Company,
Bhadrachalam Paperboards Division. In November 2002, this division merged with the Company's
Tribeni Tissues Division to form the Paperboards & Specialty Papers Division. ITC's paperboards'
technology, productivity, quality and manufacturing processes are comparable to the best in the
world. It has also made an immense contribution to the development of Sarapaka, an economically
backward area in the state of Andhra Pradesh. It is directly involved in education, environmental
protection and community development. In 2004, ITC acquired the paperboard manufacturing facility
of BILT Industrial Packaging Co. Ltd (BIPCO), near Coimbatore, Tamil Nadu. The Kovai Unit allows ITC
to improve customer service with reduced lead time and a wider product range.

In 1985, ITC set up Surya Tobacco Co. in Nepal as an Indo-Nepal and British joint venture. Since
inception, its shares have been held by ITC, British American Tobacco and various independent
shareholders in Nepal. In August 2002, Surya Tobacco became a subsidiary of ITC Limited and its
name was changed to Surya Nepal Private Limited (Surya Nepal).

In 1990, ITC acquired Tribeni Tissues Limited, a Specialty paper manufacturing company and a major
supplier of tissue paper to the cigarette industry. The merged entity was named the Tribeni Tissues
Division (TTD). To harness strategic and operational synergies, TTD was merged with the
Bhadrachalam Paperboards Division to form the Paperboards & Specialty Papers Division in
November 2002.

Also in 1990, leveraging its agri-sourcing competency, ITC set up the Agri Business Division for
export of agri-commodities. The Division is today one of India's largest exporters. ITC's unique and
now widely acknowledged e-Choupal initiative began in 2000 with soya farmers in Madhya Pradesh.
Now it extends to 10 states covering over 4 million farmers. ITC's first rural mall, christened 'Choupal
Saagar' was inaugurated in August 2004 at Sehore. On the rural retail front, 24 'Choupal Saagars' are
now operational in the 3 states of Madhya Pradesh, Maharashtra and Uttar Pradesh.

In 2000, ITC forayed into the Greeting, Gifting and Stationery products business with the launch of
Expressions range of greeting cards. A line of premium range of notebooks under
brand “Paperkraft”was launched in 2002. To augment its offering and to reach a wider student
population, the popular range of notebooks was launched under brand “Classmate” in
2003. “Classmate” over the years has grown to become India’s largest notebook brand and has
also increased its portfolio to occupy a greater share of the school bag. Years 2007- 2009 saw the
launch of Children Books, Slam Books, Geometry Boxes, Pens and Pencils under
the “Classmate” brand. In 2008, ITC repositioned the business as the Education and Stationery
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Products Business and launched India's first environment friendly premium business

paper under the “Paperkraft” Brand. “Paperkraft” offers a diverse portfolio in the premium
executive stationery and office consumables segment. Paperkraft entered new categories in the office
consumable segment with the launch of Textliners, Permanent Ink Markers and White Board Markers
in 2009.

ITC also entered the Lifestyle Retailing business with the Wills Sport range of international quality
relaxed wear for men and women in 2000. The Wills Lifestyle chain of exclusive stores later expanded
its range to include Wills Classic formal wear (2002) and Wills Clublife evening wear (2003).
ITC also initiated a foray into the popular segment with its men's wear brand, John Players, in 2002.
In 2006, Wills Lifestyle became title partner of the country's most premier fashion event - Wills
Lifestyle India Fashion Week - that has gained recognition from buyers and retailers as the single
largest B-2-B platform for the Fashion Design industry. To mark the occasion, ITC launched a special
'Celebration Series', taking the event forward to consumers.

In 2000, ITC spun off its information technology business into a wholly owned subsidiary, ITC
Infotech India Limited, to more aggressively pursue emerging opportunities in this area. Today ITC
Infotech is one of India’s fastest growing global IT and IT-enabled services companies and has
established itself as a key player in offshore outsourcing, providing outsourced IT solutions and
services to leading global customers across key focus verticals - Manufacturing, BFSI (Banking,
Financial Services & Insurance), CPG&R (Consumer Packaged Goods & Retail), THT (Travel, Hospitality
and Transportation) and Media & Entertainment.

ITC's foray into the Foods business is an outstanding example of successfully blending multiple
internal competencies to create a new driver of business growth. It began in August 2001 with the
introduction of'Kitchens of India' ready-to-eat Indian gourmet dishes. In 2002, ITC entered the
confectionery and staples segments with the launch of the brands mint-
o and Candyman confectionery and Aashirvaadatta (wheat flour). 2003 witnessed the introduction
of Sunfeast as the Company entered the biscuits segment. ITC's entered the fast growing branded
snacks category with Bingo! in 2007. In eight years, the Foods business has grown to a significant
size with over 200 differentiated products under six distinctive brands, with an enviable distribution
reach, a rapidly growing market share and a solid market standing.

In 2002, ITC's philosophy of contributing to enhancing the competitiveness of the entire value chain
found yet another expression in the Safety Matches initiative. ITC now markets popular safety
matchesbrands like iKno, Mangaldeep, Aim, Aim Mega and Aim Metro.

ITC's foray into the marketing of Agarbattis (incense sticks) in 2003 marked the manifestation of
its partnership with the cottage sector. ITC's popular agarbattis brands
include Spriha and Mangaldeepacross a range of fragrances like Rose, Jasmine, Bouquet,
Sandalwood, Madhur, Sambrani and Nagchampa.
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ITC introduced Essenza Di Wills, an exclusive range of fine fragrances and bath & body care
products for men and women in July 2005. Inizio, the signature range under Essenza Di
Wills provides a comprehensive grooming regimen with distinct lines for men (Inizio Homme) and
women (Inizio Femme). Continuing with its tradition of bringing world class products to Indian
consumers the Company launched 'Fiama Di Wills', a premium range of Shampoos, Shower Gels and
Soaps in September, October and December 2007 respectively. The Company also launched
the 'Superia' range of Soaps and Shampoos in the mass-market segment at select markets in
October 2007 and Vivel De Wills & Vivelrange of soaps in February and Vivel range of shampoos in
June 2008.

The ITC Way

ITC is a board-managed professional company, committed to creating enduring value for the
shareholder and for the nation. It has a rich organisational culture rooted in its core values of respect
for people and belief in empowerment. Its philosophy of all-round value creation is backed by strong
corporate governance policies and systems.

ITC’s corporate strategies are :

 Create multiple drivers of growth by developing a portfolio of world class businesses that best
matches organisational capability with opportunities in domestic and export markets.

 Continue to focus on the chosen portfolio of FMCG, Hotels, Paper, Paperboards & Packaging,
Agri Business and Information Technology.

 Benchmark the health of each business comprehensively across the criteria of Market
Standing, Profitability and Internal Vitality.

 Ensure that each of its businesses is world class and internationally competitive.

 Enhance the competitive power of the portfolio through synergies derived by blending the
diverse skills and capabilities residing in ITC’s various businesses.

 Create distributed leadership within the organisation by nurturing talented and focused top
management teams for each of the businesses.

 Continuously strengthen and refine Corporate Governance processes and systems to catalyse
the entrepreneurial energies of management by striking the golden balance between executive
freedom and the need for effective control and accountability.

The ITC Leadership

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 Flowing from the concept and principles of Corporate Governance adopted by the
Company, leadership within ITC is exercised at three levels. The Board of Directors at
the apex, as trustee of shareholders, carries the responsibility for strategic supervision
of the Company. The strategic management of the Company rests with the Corporate
Management Committee comprising the wholetime Directors and members drawn from
senior management. The executive management of each business division is vested
with the Divisional Management Committee (DMC), headed by the Chief Executive. Each
DMC is responsible for and totally focused on the management of its assigned business.
This three-tiered interlinked leadership process creates a wholesome balance between
the need for focus and executive freedom, and the need for supervision and control.
  

Board of Directors

Audit  Compensation Nominations Investor Service Sustainability 

Committee Committee Committee Committee Committee

Corporate Management 
Committee

Divisional/ Strategic Business Unit (SBU)

Corporate Functions, each headed by a HOD
Management Committees, each headed by a
Corporate Functions include: Planning and
divisional/ SBU Chief Executive
Treasury, Accounting, Taxation, Risk
Management, Legal, Secretarial, EHS,
Business includes: FMCG, Hotels,
Human Resources, Corporate
Paperboards, Specialty Papers & Packaging,
Communications, Corporate Affairs, Internal
Agri Business and 
Audit and Research & Development
Information Technology
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Board of Directors

CHAIRMAN

Y C Deveshwar

EXECUTIVE DIRECTORS

Nakul Anand P V Dhobale K N Grant

NON-EXECUTIVE DIRECTORS

A Baijal S Banerjee AV Girija Kumar

S H Khan S B Mathur D K Mehrotra

H G Powell P B Ramanujam Anthony Ruys

Basudeb Sen K Vaidyanath B Vijayaraghavan

 
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Y C DEVESHWAR

Y C Deveshwar (64), an engineering graduate from the

Indian Institute of Technology, Delhi joined ITC Limited in
1968. He was appointed as a Director on the Board of the
Company in 1984 and became the Chief Executive and
Chairman of the Board on January 1, 1996. He is also the
Chairman of ITC’s wholly owned subsidiary, ITC Infotech
India Limited, and its subsidiaries in the UK and USA.
Between 1991 and 1994, he led Air India as Chairman and
Managing Director.

Under his leadership, ITC’s Sustainability efforts were given shape through unique
business models. ITC became the first Indian company to publish its Sustainability
Report, 2004 in accordance with the guidelines of the Global Reporting Initiative.
For the efforts at creating sustainable livelihood opportunities, ITC also won the
inaugural World Business Award instituted jointly by the United Nations
Development Program (UNDP), International Chamber of Commerce (ICC) and the
HRH Prince of Wales International Business Leader's Forum (IBLF). ITC’s ‘e-
Choupal’, a digital infrastructure initiative to empower marginal farmers in India, is
taught as a case study at the Harvard Business School. This initiative won the
Development Gateway award at Beijing in September 2005 and the Stockholm
Challenge Award in May 2006.

Deveshwar is the Past President of the Confederation of Indian Industry. He is also a

member of the Board of Governors of the Indian School of Business and the former
Chairman of the Society and Board of Governors of the Indian Institute of
Management, Calcutta. He also serves on the National Executive Committees of
some of India’s premier trade and industry bodies.

Deveshwar has been conferred the Padma Bhushan, one of the highest civilian
awards in the country, by the Government of India for the year 2011, in recognition
of his distinguished service of a high order to the Nation. Amongst several other
awards and recognitions during his distinguished career, Deveshwar has been
honoured with the Global Leadership Award 2010 by the U.S.- India Business
Council of the US Chamber of Commerce, the SAM/SPG Sustainability Leadership
Award 2007 conferred at the International Sustainability Leadership Symposium,
the Business Person of the Year Award 2006 by the UK Trade & Investment by His
Royal Highness Prince Andrew, the Duke of York. In January 2006, he was
inducted to the prestigious Hall of Pride at the Indian Science Congress. He was also
named the Manager Entrepreneur of the Year 2001 by Ernst & Young.

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NAKUL ANAND

Nakul Anand (54) was appointed a Director on the Board of

ITC on January 3, 2011. He holds responsibility of the
Hospitality, Travel & Tourism Businesses of ITC. An
Economics Honours graduate from Delhi University with an
AMP degree from Bond University, Australia, he joined ITC
Hotels' Management Training Programme in the summer of
1978 and also served as the Managing Director of erstwhile
ITC Hotels Ltd. during the period 2003-05. In a career that
spans over three decades, he has been acknowledged for his
vision and commitment.

He is widely recognized for excellent people management and team building

abilities besides infusing the spirit of action and a result oriented work culture. He is
a firm believer in value based strategies and has created a unique quality control
model of Operational Excellence and also introduced Six Sigma quality standards.
Nakul Anand has initiated some very innovative concepts in hoteliering making
ITC's hotel business synonymous with the best in the world.

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P V DHOBALE

P V Dhobale (55) was appointed as a Director on the Board

of ITC on January 3, 2011. He holds responsibility of the
Finance and IT functions, Paperboards & Specialty Papers
and Packaging businesses of the Company. A Chemical
Engineer from IIT, Mumbai, he joined the erstwhile ITC
Bhadrachalam Paperboards Limited as a Management
Trainee in 1977 and became its Managing Director in 2000.
Following the amalgamation of ITC Bhadrachalam
Paperboards Limited with ITC Limited in March 2002, and
subsequent merger of Tribeni, Dhobale took charge of the Paperboards & Specialty
Papers Business as Divisional Chief Executive.

He is credited with the successful turnaround of ITC Bhadrachalam in early 2000,

and exponential growth thereafter. He spearheaded the growth involving capital
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infusion of over US $ 500 million through brownfield

organic growth as well as acquisitions. Under his leadership,
ITC’s Bhadrachalam Mill has emerged as the largest single-
location paper mill in the country producing more than
400,000 tonnes of paper & boards. Under his stewardship,
100,000 hectares of plantations were developed, the
pioneering ECF and Ozone Bleaching Technology were
introduced, ITC became a GFTN member and successfully
implemented a number of CDM Projects.

Dhobale is an active member of several industry bodies. He

is the past President of Indian Paper Manufacturers
Association, past Chairman of the Andhra Pradesh State
Council of the Confederation of Indian Industry, and
Chairman, Energy Efficiency Council of CII - Sohrabji
Godrej Green Business Centre, Hyderabad. He is also a
Member of the Development Council for Pulp, Paper &
Allied Industries. He is a Member of the World Wide Fund
for Nature (India) - A.P. State Committee. Dhobale is the
Founder President of ISB - CEE (Centre for Executive
Education) Alumni Association, Hyderabad Chapter.

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Kurush N Grant

Kurush N Grant (52) was appointed a Director on the Board

of ITC on March 20, 2010. He oversees ITC's FMCG
businesses - Cigarettes, Foods, Personal Care, Lifestyle
Retailing, Education and Stationery Products, Matches and
Agarbattis. After completing his MBA in 1979, he worked
with DCM as a Management Trainee before joining ITC in
1980 in the Marketing function of the Tobacco Division.
During his tenure in the Division, he has handled a wide
range of responsibilities in Sales, Brand Management and
Product Development. He was Executive Vice President, Marketing of the Tobacco
Division before becoming Divisional Chief Executive in 1999.

He has been involved in the incubation and development of all ITC's new initiatives
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in the FMCG sector. He is a Director on the Boards of King Maker Marketing Inc.,
USA and Surya Nepal Private Limited, Nepal. He is also the Non Executive
Chairman of Wimco Ltd. He is Chairman, CII Eastern Region, and is also on the
Executive Committee of the Indian Chamber of Commerce. He is the Vice
Chairman of the Indian Society of Advertisers. He has been a past Chairman of the
National Readership Studies Council, as well as the Audit Bureau of Circulations,
India.

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Anil Baijal

Anil Baijal (63) joined the ITC Board as a Non-Executive

Independent Director on January 22, 2010. Prior to this, he
represented the Specified Undertaking of the Unit Trust of
India on the ITC Board from July 2007 to August 2009.

Baijal joined the Indian Administrative Service in 1969 from

the Union Territories Cadre. In a career spanning over 37
years, Mr. Baijal has held various important responsibilities
including that of the Union Home Secretary, Chairman &
Managing Director, Indian Airlines, Chief Executive
Officer, Prasar Bharti Corporation, Vice-Chairman, Delhi
Development Authority, Development Commissioner, Goa, and Counselor in-charge
of the Indian Aid Programme in Nepal. He retired in October 2006 as Secretary,
Ministry of Urban Development, Government of India. He piloted the flagship
programme - Jawaharlal Nehru Urban Renewal Mission - for improving
infrastructure and basic services in the country.

Currently, he is a Senior Advisor to the Infrastructure Development & Finance

Company Ltd. (IDFC) and Chairman of IDFC Foundation. In addition, he is the
Secretary General of the Federation of Indian Airlines.

He is also on the Boards of DLF Pramerica Life Insurance Company Limited,

Minerals & Metals Trading Corporation of India Limited (MMTC) and International
Travel House Limited.

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Shilabhadra Banerjee

Shilabhadra Banerjee (61) joined the ITC Board as a

representative of the Specified Undertaking of the Unit Trust
of India (SUUTI) on February 4, 2010.

Banerjee, a Masters in History from St. Stephen’s College,

Delhi, began his career in the Indian Administrative Services
in 1971 from the Andhra Pradesh Cadre. In a career
spanning over 37 years, he has held several eminent
positions including that of Joint Secretary in the Ministries
of Petroleum & Natural Gas and Urban Development. Banerjee was Director
General (Acquisition) in the Ministry of Defence and retired as Secretary, Ministry
of Tourism in October 2008. Banerjee spearheaded the infrastructure upgradation at
important tourist destinations in India and played a key role in articulating India's
response to climate change issues relating to the tourism sector.

He received a Post Graduate Diploma in Public Administration from the Indian

Institute of Public Administration, New Delhi in 1992 and an M. Phil degree in
Social Sciences from the University of Panjab the same year. Banerjee has been a
Visiting Fellow at the Queen Elizabeth House, University of Oxford, U.K. and the
National Institute of Urban Affairs, New Delhi. He is currently a Director of IFCI
Limited.

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AV Girija Kumar

A V Girija Kumar (50) joined the ITC Board as a

representative of the General Insurers’ (Public Sector)
Association of India on March 19, 2010. He holds a
Master’s Degree in Business Administration from
Jawaharlal Nehru Technological University.

In a career spanning over 28 years, Girija Kumar was with

New India Assurance Co. Limited (New India). In New
India, he worked at many centres across India, holding
various positions including that of Divisional Manager, Senior Divisional Manager
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and Regional Chief before moving to the Corporate Office

in Mumbai, as Deputy General Manager overseeing Techno-
marketing, Foreign Business Development and Investments.

On secondment, he was posted as General Manager (Non-

Life), Saudi Indian Company for Cooperative Insurance in
Saudi Arabia. His responsibilities included facilitating an
IPO to raise capital and completing the legal formation of
the company in the Kingdom of Saudi Arabia. He joined
National Insurance Company Limited (NIC) as a General
Manager in 2009. He is currently a Director of NIC.

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S H Khan

S H Khan (71) joined the ITC Board as a Non-Executive

Independent Director on October 30, 2006. Khan is the
former Chairman and Managing Director of Industrial
Development Bank of India. He holds a Master’s Degree in
Commerce and is a university Gold Medalist. He is an
alumnus of International Management Development
Institute, Lausanne.

He started his professional career with RBI and after serving

it for a few years moved over to IDBI in 1966. He served IDBI in various capacities
for over three decades and retired as its Chairman and Managing Director in 1998.
During his tenure as Chairman, IDBI made impressive growth in its operations and
profits. He was instrumental in expanding its activities to several new areas like
commercial banking, asset management and stock broking. He played an important
role in the promotion of two premier capital market institutions viz., NSE and NSDL
and guided their operations for 5 years as their first Chairman. He was also involved
in the promotion of the rating agency, CARE and served as its Chairman for 10
years. Khan in his capacity as IDBI Chairman has served on the Boards of a number
of important institutions such as UTI, LIC, GIC, IFCI, Exim Bank, Deposit
Insurance Corporation, Indian Airlines and Air India. Currently he serves as an
Independent Director on the Boards of several companies including Bajaj Auto Ltd,
Infrastructure Development Finance Company and Apollo Health Street Limited.
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S B Mathur

S B Mathur (65) has been on the ITC Board since July 29

2005, first as a representative of Life Insurance Corporation
of India (LIC) and then in his individual capacity.

A qualified Chartered Accountant, Mathur retired from Life

Insurance Corporation of India in October 2004 as its
Chairman. Subsequently, the Government of India appointed
him the Administrator of the Specified Undertaking of the
Unit Trust of India (SUUTI) in December 2004, up to
December 2007.

Mathur took over as Chairman of Life Insurance Corporation of India at a time when
the insurance sector had just opened up. Under his leadership, LIC successfully rose
to the challenges of a competitive environment by enhancing product offerings.

He joined Life Insurance Corporation of India in 1967 as a Direct recruit officer and
rose to the rank of Chairman. He held various positions in LIC including Senior
Divisional Manager of Gwalior division, Chief of Corporate Planning, General
Manager of LIC (International) E.C., Zonal Manager in charge of Western Zone and
Executive Director.

Mathur is currently Non Executive Chairman of National Stock Exchange of India

Ltd. He is a Director on the Boards of Infrastructure Leasing & Financial Services
Limited, DCM Shriram Industries Limited and Havells India Limited among others.

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D K Mehrotra

D K Mehrotra (57) has been on the ITC Board since May

26, 2006 first as a representative of the Specified
Undertaking of the Unit Trust of India (SUUTI) and then as
a representative of Life Insurance Corporation of India
(LIC). He is currently the Managing Director of LIC. He
joined LIC as a Direct Recruit Officer in 1977.

Mehrotra is an Honours Graduate in Science from the Patna

University. In an illustrious career spanning 30 years,
Mehrotra has held various important positions spanning three Zones and the
Corporate Office of LIC. He was Executive Director (International Operations)
before being appointed Managing Director.

Mehrotra has attended several important knowledge forums in India and abroad. He
is associated with the apex training institutes of insurance in India, like the National
Insurance Academy and the Insurance Institute of India. He is also a member of the
Supervisory Board of India Advantage Funds I & II of the ICICI Venture Funds
Management Company Limited. He is a Director on the Boards of ACC Limited and
Infrastructure Leasing & Financial Services Limited, among others.

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H G Powell

H G Powell (65) joined the ITC Board as a representative of

BAT on May 7, 2008. Powell's career spanning almost 40
years began in 1963 when he joined Unilever in its
Management Development Scheme. He trained with Lever
Brothers for 5 years in the Marketing and Sales functions. In
1968, he joined Warner-Lambert Inc. as Brand Manager and
became General Manager, Consumer Products, in 1975. A
year later, he joined Standard Brands in Canada and
assumed charge as President of Lowney's Confectionery.
Two years later, Powell joined Jacobs Suchard as President of Nabob Foods. He
later shifted to Germany to head Jacobs Suchard's coffee and chocolate unit.

In 1984, he joined John Labatt Ltd in Canada and was President of a number of its
businesses, including McGavin's Bakeries, Everfresh Juice Company in Chicago,
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Ontario Breweries and Labatt Brewing Company. In 1995,

he took over as Chief Executive Officer of Interbrew
Americas and then of Interbrew SA in 1999. Powell retired
from Interbrew SA in 2002.

Since July 2004, he is on the Board of Directors of Reynolds

American Inc.

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P B Ramanujam

P B Ramanujam (65) has been on the Board of ITC since

October 30, 1998, first as a representative of the General
Insurance Corporation of India (GIC) and its erstwhile
subsidiaries and then in his individual capacity as a Non-
Executive Independent Director. A qualified Chartered
Accountant, Ramanujam has held several responsibilities in
GIC covering finance, accounts, investments, reinsurance,
information technology etc. He was General Manager and
Director with the National Insurance Company Limited, and
the Managing Director of GIC till July 31, 2004.

Ramanujam has served as a faculty member at the National Insurance Academy,

Pune. He was also the Chairman of the Committee appointed by the interim
Insurance Regulatory Authority (IRA) for prescribing norms, rules and regulations
in the area of finance. He has also been a member of three other IRA Committees on
technical issues, investment matters and insurance regulatory information system.
He was a member of FICCI’s Reinsurance Sub-Committee, the Insurance Tariff
Advisory Committee and the Advisory Committee on Finance of the Insurance
Regulatory and Development Authority (IRDA). Currently he is a member of
IRDA’s Reinsurance Advisory Committee and the Committee to suggest regulatory
changes with regard to capital structure, IPOs, mergers & acquisitions etc. of
insurance companies. He is also a member of the Educational Advisory Council of
the School of Management, SRM University, Tamil Nadu.

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Anthony Ruys

Anthony Ruys (62) joined the ITC

Board as a representative of BAT on
January 20, 2009. He holds a degree
in commercial law from the
University of Utrecht and a Master's
degree (AMP 104) from the Harvard
Business School.

Ruys commenced his career with

Unilever in 1974. During his long tenure with Unilever, he
served at various senior positions, including that of
marketing director and chairman of various subsidiary
companies in the Netherlands, Colombia and Italy. In 1993,
he joined Heineken as a member of its Executive Board,
became Vice-Chairman in 1996 & Chairman in 2002 and
remained in that position till 2005. In March 2006, he was
appointed to the Board of BAT as a Non-Executive Director.
Currently, Ruys is also on the Boards of Lottomatica SpA,
Schiphol Group NV, Janivo Holdings BV, besides serving
as Chairman on the Board of Trustees of Rijksmuseum, Aids
Foundation and Madurodam (Miniature City).

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Basudeb Sen

Basudeb Sen (61) has been on the Board of ITC since March
23,1995, first as a nominee and then as a representative of
the Unit Trust of India (UTI), and from July 28, 2000 in his
individual capacity as a Non-Executive Independent
Director. Sen has over 32 years of management experience
in different areas of commercial banking, coal mining,
development banking and investment management. He is an
M.A. in Economics from the University of Calcutta and a
Ph.D. from the Indian Statistical Institute, besides being an
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alumnus of the Harvard Business School.

Sen has been associated with management education as director / visiting faculty of
various business schools and as course director in executive development
programmes. He has contributed several articles in academic/ professional journals
and financial papers on a wide range of issues related to management, economics,
banking, financial markets and energy.

He has served as Chairman and Managing Director of the Industrial Investment

Bank of India Limited and Executive Director of UTI. His special interest / expertise
areas include corporate governance, sustainability, strategic planning, risk
management system, investment portfolio management and fund marketing & credit
/ project appraisal.

Sen has served as Chairman and / or Member of various working groups /

committees set up by SEBI, RBI and Indian financial institutions and industry
associations on issues such as consortium lending, corporate governance,
institutional disinvestment, overseas investment by mutual funds, money markets
and corporate debt restructuring. He has been / is on the Boards of several
companies in sectors like infrastructure, engineering, petrochemicals, electronics
and financial services.

He is the Director on the Boards of South Asian Petrochem Ltd and SREI Venture
Capital Limited, among others.

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K VAIDYANATH

K Vaidyanath (61) was appointed as a Non-Executive

Director on the Board of ITC with effect from January 3,
2011. Prior to this, he was an Executive Director on the ITC
Board for 10 years since January 2001 responsible for the
Company's Finance, IT, Internal Audit and Corporate
Communication functions, its investment subsidiary, its
Paperboards & Specialty Papers, Packaging and Information
Technology businesses.

Before his elevation to the Board as an Executive Director, he was the Company's
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Chief Financial Officer. An MBA from XLRI, Jamshedpur, in his 35-year tenure
with ITC, Vaidyanath, has held various positions in the Company's Finance
function. He has been a recipient of the 'Best CFO' award from Business Today and
the 'Best CFO in the FMCG category' award from CNBC-TV18.

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B Vijayaraghavan

B Vijayaraghavan (75) joined the ITC Board as an

Independent Non-Executive Director on November 25,
1996. Vijayaraghavan was in the Indian Administrative
Service from 1957 to 1993, when he retired in the rank of
Chief Secretary to the Government of Tamil Nadu. He has
served as Secretary to the Tamil Nadu Government in the
Public Works, Forests & Fisheries, Prohibition and Excise
and Home departments. He has been the Chairman of the
Tamil Nadu Electricity Board, Member - Board of Revenue
and Commissioner of Commercial Taxes, Tamil Nadu, Chairman and President,
Tuticorin Alkali Chemicals and Fertilisers Limited, Chairman and Managing
Director - State Industries Promotion Corporation of Tamil Nadu and Vigilance
Commissioner and Commissioner for Administrative Reforms, Tamil Nadu. During
this period, he had also chaired various government committees concerning forests,
wildlife, environment and reform of sales tax laws and administration.

After his retirement from Government service, Vijayaraghavan was a Member of the
Syndicates of Alagappa University and Bharathidasan University, Member of the
Governing Council, Salim Ali Centre for Ornithology and Natural History and
Member of the Committee for Economic Reforms, Jammu and Kashmir and a
Trustee of the Indian Bank Mutual Fund and arbitrator for disputes between the
public sector coal companies and the State Electricity Boards of Maharashtra,
Gujarat, Madhya Pradesh and Chattisgarh. Vijayaraghavan is currently Chairman,
Chennai Snake Park Trust.

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Corporate Management Committee

MEMBERS

Y C Deveshwar Nakul Anand P V Dhobale

Chairman Executive Director Executive Director

K N Grant Anand Nayak T V Ramaswamy

Executive Director Human Resources R&D, Projects, EH&S

S Sivakumar K S Suresh Rajiv Tandon

Agri & IT Businesses Legal Finance

B B Chatterjee  
Secretarial

ANAND NAYAK

Anand Nayak, Head of Human Resource Development for

ITC, has been with the Company for 36 years. He has
handled senior HR assignments in the Company's various
Divisions and has been Head of Human Resource
Development since 1996. He is also responsible for overall
supervision of ITC's Social Development Initiatives. A post-
graduate in Personnel Management and Industrial Relations
from XLRI, Jamshedpur, Nayak has spent his entire
professional career with ITC. He is also a Director on the
Board of ITC Infotech.

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T V RAMASWAMY

T V Ramaswamy heads Research & Development for the

Company. He is also responsible for overall supervision of
Environment, Health and Safety. In addition, he is in charge
of the Central Projects Organisation.

Prior to this Ramaswamy was the Chief Operating Officer of

the Cigarette Brands and Supply Chain of the Tobacco
Division. After completing his graduation in Engineering
from the then Madras University and post graduation in
Management from Jamnalal Bajaj Institute of Management Studies, Ramaswamy
joined ITC as a Management Pupil in 1974 in the Technical Function. During his
tenure in the Company, he has handled a wide range of responsibilities in Operations
across India and has also managed the Tobacco Division's R&D from 1992 to 1996.
Thereafter, he was the Managing Director of Surya Tobacco Co. Pvt Ltd (now
known as Surya Nepal Pvt Ltd) till 2001.

He is the Chairman of ITC Filtrona Ltd. He is also a Trustee of ITC's

Superannuation Funds.

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S SIVAKUMAR

S Sivakumar is the Divisional Chief Executive of the Agri

Business Division. He is also the Chairman of Technico
Agri Sciences Limited and Vice Chairman of ITC Infotech
India Limited and its subsidiaries in the UK and USA.

Topper of the Class of 1983 from the Institute of Rural

Management Anand, (IRMA), Sivakumar served a farmers'
cooperative for six years before joining ITC in 1989.

Sivakumar has conceptualised the path-breaking ITC e-Choupal model, and is

spearheading its roll out across rural India.

Sivakumar is a Director on the Boards of Indo-US Knowledge Initiative in

Agriculture, and Institute of Rural Management, Anand (IRMA). He is a Member 
of the Private Sector Committee of the Consultative Group on International
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Agricultural Research (CGIAR), and a Member of Research Advisory Committee of

India’s National Academy of Agricultural Research Management (NAARM). He is
also an active member of the management committees of various industry bodies
and several taskforces of Government of India.
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K S SURESH

K S Suresh is General Counsel of ITC. A lawyer by

qualification and training, he joined the Company in 1990
after being in private practice, and took charge of the Legal
function in 1998. With wide ranging expertise and
experience in corporate laws as well as litigation, he has
guided many important legal issues to successful resolution
for the Company.

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RAJIV TANDON

Rajiv Tandon, Chief Financial Officer, is a Fellow Member

of The Institute of Chartered Accountants of India with over
30 years of experience. He has held various positions in ITC
including Executive Vice President - Finance & MIS of the
Tobacco Division, Executive Vice President - Corporate
Finance, Finance Advisor and member of the Management
Committee of Agri Business and Tobacco Division. He is
also on the  Board of several subsidiaries/group  companies
of ITC.

He has held several important positions in various industry bodies including

Chairman of the Expert Committee on Banking and Finance (Indian Chamber of
Commerce), Member -Taxation and Company Law Committee (Confederation of
Indian Industry) and is currently Member- Finance and Banking Sub-committee
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(Bengal Chamber of Commerce & Industry).

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B B CHATTERJEE

B B Chatterjee, Executive Vice President & Company

Secretary, joined ITC in May, 1983. He is a Chartered
Accountant, Company Secretary and a Law Graduate.

Chatterjee is on the Boards of various ITC subsidiaries

including ITC Infotech India Ltd. and its subsidiaries in the
UK and the USA.

Chatterjee besides being on the Executive Committee of

Indian Chamber of Commerce and the Chamber Committee of The Bengal Chamber
of Commerce & Industry (BCCI) is also Chairman of the Company Affairs Sub
Committee of BCCI. He has also served on the Central Council and is on the
Secretarial Standards Board of the Institute of Company Secretaries of India.

Divisional Management Committees

Expand all | Collapse all
 
India Tobacco Division
Foods Division
Lifestyle Retailing Business Division
Personal Care Products Strategic Business Unit
Education & Stationery Products Strategic Business Unit
Safety Matches Strategic Business Unit
Agarbattis Strategic Business Unit
Hotels Division
Paperboards & Specialty Papers Division
Packaging & Printing Strategic Business Unit
Agri Business Division
Agri Business Division - ILTD
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The ITC Vision & Mission

Sustain ITC's position as one of 

India's most valuable corporations
through world class performance,
creating growing value for the Indian 
To enhance the wealth generating 
economy and the Company’s
capability of the enterprise in a 
stakeholders
globalising environment,
delivering superior and sustainable
    stakeholder value

   

Core Values

ITC's Core Values are aimed at developing a customer-focused, high-performance 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.

Respect For People

We are result oriented, setting high performance standards for ourselves as individuals and teams.

We will simultaneously respect and value people and uphold 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.
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We want individuals to dream, value differences, create and experiment in pursuit of opportunities and
achieve leadership through teamwork.

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.

Definition and Purpose

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ITC defines Corporate Governance as a systemic process by which companies are directed and
controlled to enhance their wealth generating capacity. Since large corporations employ vast quantum
of societal resources, we believe that the governance process should ensure that these companies are
managed in a manner that meets stakeholders aspirations and societal expectations.

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 meaningful policy on Corporate Governance must provide
empowerment to the executive 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:
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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 without jeopardising the Company's strategic
interests. Internally, transparency means openness in 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.

Empowerment and Accountability:

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 is a process of actualising the
potential of its employees. Empowerment unleashes creativity and innovation
throughout the organisation by truly vesting decision-making powers at the
most appropriate levels in the organisational hierarchy.

ITC believes that the Board of Directors are accountable to the shareholders,
and the management is accountable to the Board 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.

Ethical Corporate Citizenship:

ITC believes that corporations like itself have a responsibility to set exemplary
standards of ethical behaviour, both internally within the organisation, as well
as in their external relationships. We believe that unethical behaviour corrupts
organisational culture and undermines stakeholder value.

Code of Conduct
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Applicable to all directors, senior management and employees of the Company

Preamble

ITC’s Code of Conduct was circulated to the employees more than five years back and is posted on the
Company’s 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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Corporate Governance Policy

The Corporate Governance Policy is the apex level instrument guiding conduct of the affairs of the
Company and clearly delineates the roles, responsibilities and authorities of the key entities in the
governance structure of the Company. This Code forms an integral part of the Company’s Governance
Policy. The directors, senior management and employees must adhere to the Corporate Governance
Policy of the Company.

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Good Corporate Citizenship

In the conduct of the Company’s business, the practice of good corporate citizenship is a prerequisite
and embraces the following:

Dealing with People in the Organisation

In dealing with each other, directors, senior management and employees shall uphold the values
which are at the core of our HR Philosophy - trust, teamwork, mutuality and collaboration,
meritocracy, objectivity, self respect and human dignity. Indeed, these values form the basis of our
HR management systems and processes. In selection and recruitment, while meritocracy will be a
prime criterion, managers will scrupulously consider all factors that go towards securing the interests
of the Company. ITC will focus on meritocracy, equity and upholding of Company values in all people
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 Company’s 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 Company’s interests.

Legal Compliance
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It is the Company’s 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 Company’s
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.
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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 organisation’s directors and senior management set the professional tone for the Company.
Through both their words and their actions, the organisation’s leadership conveys what is acceptable
and unacceptable behaviour. ITC’s directors, senior management and employees must constantly
reinforce through their actions and behaviour that ITC’s 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 the Company’s Board of Directors/ Corporate Management
Committee, as appropriate.

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Non Adherence
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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.