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Enduring Value
Report on Corporate Governance
the date of vesting of the Options and expires at the end
Service Contracts, Severance Fee and Notice Period
of five years from the date of such vesting.
The appointment of the Executive Directors is governed
The vesting period for conversion of Options is as follows:
by resolutions passed by the Board and the Shareholders
On completion of 12 months from
of the Company, which cover the terms and conditions
of such appointment read with the service rules of the
the date of grant of the Options
30% vests
Company. A separate Service Contract is not entered
On completion of 24 months from
into by the Company with those elevated to the Board
the date of grant of the Options
30% vests
from the management cadre, since they already have
On completion of 36 months from
a Service Contract with the Company.
the date of grant of the Options
40% vests
There is no separate provision for payment of severance
fee under the resolutions governing the appointment of
Shares and Options of Directors
Executive Directors who have all been drawn from
amongst the management cadre. The statutory provisions
Director
No. of Ordinary shares
No. of Options granted
will however apply. In terms of the Articles of Association
of < 1/- each held
during the
of the Company, a notice of one month is required to be
(singly / jointly)
financial year
given by a Director seeking to vacate office and the
as on 31st March, 2013
resignation takes effect upon the expiration of such
Y. C. Deveshwar
24,26,435
2,70,000
notice or its earlier acceptance by the Board.
N. Anand
14,000
1,35,000
III. INVESTORS GRIEVANCE COMMITTEE
P. V. Dhobale
2.31,930
1,35,000
The Investors Grievance Committee of the Board, under
K. N. Grant
3,03,230
1,35,000
the nomenclature 'Investor Services Committee',
oversees redressal of shareholder and investor
A. Baijal
1,20,000
10,000
grievances, and, inter alia, approves sub-division /
S. Banerjee
Nil
Nil
consolidation / issue of duplicate share certificates,
A. V. Girija Kumar
Nil
Nil
transmission of shares and issue & allotment of shares
upon exercise of Options by employees under the
S. H. Khan
3,58,000
10.000
Company's Employee Stock Option Schemes.
S. B. Mathur
2,91,000
10.000
Composition
D. K. Mehrotra
Nil
Nil
The Investor Services Committee presently comprises
H. G. Powell
Nil
10.000
five Directors, four of whom are Independent Directors.
The Chairman of the Committee is an Independent
P. B. Ramanujam
2,62,856
10,000
Director.
S. S. H. Rehman
1,67,751
NA
The names of the members of the Investor Services
A. Ruys
Nil
10,000
Committee, including its Chairman, are provided under
the section 'Board of Directors and Committees' in the
B. Sen
5,30,540
Nil
Report and Accounts.
M. Shankar
Nil
NA
K. Vaidyanath
23,93,480
10.000
Meetings and Attendance
B. Vijayaraghavan
4.92.520
Nil
Details of Investor Services Committee Meetings
during the financial year
Note : The Options were granted at the 'market price' as defined under the Securities
and Exchange Board of India (Employee Stock Option Scheme and Employee
During the financial year ended 31st March, 2013,
Stock Purchase Scheme) Guidelines, 1999
forty meetings of the Investor Services Committee
20
ITC Report and Accounts 2013
Source: https://www.industrydocuments.ucsf.edu/docs/snbx0223

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