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Enduring Value
Report on Corporate Governance
Non-Executive Director: Non-Executive Directors,
including Independent Directors, play a critical role in
Director
Category
No. of
No. of
other
Membership(s)
imparting balance to the Board processes by bringing an
Directorship(s)1
[including
ndependent judgement on issues of strategy, performance,
Chairmanship(s)]
resources, standards of Company conduct etc.
of Board
Committees of
Divisional / SBU Chief Executive Officer (CEO): The
other companies <
Divisional / SBU CEO for a business has the overall
Executive Directors
executive responsibility for its day-to-day operations and
provides leadership to the DMC / SBU MC in its task of
Y. C. Deveshwar
Chairman
Vil
executive management of the business.
N. Anand
8
BOARD OF DIRECTORS
P. V. Dhobale
Mi
In terms of the Company's Corporate Governance Policy,
K. N. Grant
all statutory and other significant and material information
Non-Executive Directors
are placed before the Board to enable it to discharge its
responsibility of strategic supervision of the Company
A. Baijal
Independent Director
4
[as Chairman]
as trustees of the Shareholders.
S. H. Khan
Independent Director
6
Composition
including 4
as Chairman
The ITC Board is a balanced Board, comprising Executive
and Non-Executive Directors. The Non-Executive
S. B. Mathur
Independent Director
[including 1
Directors include independent professionals. Executive
as Chairman]
Directors, including the Chairman, do not generally
P. B. Ramanujam Independent Director
MII
exceed one-third of the total strength of the Board.
Ni
The Governance Policy requires that the Non-Executive
S. S. H. Rehman 3 Independent Director
Directors, including Independent Directors, be drawn
B. Sen
Independent Director
5
including 1
from amongst eminent professionals with experience in
as Chairman]
business / finance / law / public enterprises. Directors
are appointed / re-appointed with the approval of the
M. Shankar 4
Independent Director
Vi
Vil
Ni
Shareholders for a period of three to five years or a
B. Vijayaraghavan Independent Director
shorter duration in accordance with retirement guidelines
S. Banerjee
Independent Director -
Ni
as determined by the Board from time to time. The initial
Representative of
appointment of Executive Directors is normally for a
Specified Undertaking
of the Unit Trust of India
period of three years. All Directors are liable to retire by
as Investor
rotation unless otherwise approved by the Shareholders.
A. V. Girija Kumar Independent Director -
Vil
One-third of the Directors who are liable to retire by
Representative of
rotation, retire every year and are eligible for re-election.
General Insurers
In terms of the Articles of Association of the Company,
Public Sector)
the strength of the Board shall not be fewer than five
Association of India
as Investor
nor more than eighteen. The present strength of the
Vi
Board is eighteen, of which four are Executive Directors.
D. K. Mehrotra
Independent Director -
Representative of Life
Composition of the Board as on 31st March, 2013:
Insurance Corporation
of India as Investor
H. G. Powell
Nil
Nil
Category
No. of
Percentage to
Directors
total no. of Directors
A. Ruys
Nil
Nil
K. Vaidyanath
Ni
Nil
Executive Directors
22
Non-Executive Independent Directors
11
61
1. Excludes Directorship in Indian Private Limited Companies & Foreign Companies and
Membership of Managing Committees of Chambers of Commerce / Professional Bodies.
Other Non-Executive Directors
3
17
Denotes Membership / Chairmanship of Audit Committee and / or Investors Grievance
Committee of Indian Public Limited Companies
Total
18
100
3. Appointed Non-Executive Director w.e.f. 27th July, 2012.
4. Appointed Non-Executive Director w.e.f. 6th September, 2012.
14
ITC Report and Accounts 2013
Source: https://www.industrydocuments.ucsf.edu/docs/snbx0223

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