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Core Values

ITC's Core Values are aimed at developing a customer-focused, high-performance organisation which creates value for all its stakeholders:

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

We do what is right, do it well and win. We will strive for excellence in whatever we do.

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.

TOP 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. we must build ITC into an institution whose dynamism and vitality are anchored in its core values. responsibilities and authorities of the key entities in the governance structure of the Company.Code of Conduct Applicable to all directors. good corporate governance. It is also our belief that in order to serve the interests of our stakeholders in perpetuity. good corporate citizenship and exemplary personal conduct. This Code has now been re-drafted for better presentation. 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. senior management and employees must adhere to the Corporate Governance Policy of the Company. This Code forms an integral part of the Company¶s Governance Policy. viz. It is therefore our responsibility to ensure that the organisation is managed in a manner that protects and furthers the interests of our stakeholders. This Code is derived from three interlinked fundamental principles. The directors. TOP Philosophy ITC is a professionally managed organisation and the core value underlying our corporate philosophy is "trusteeship". We recognise society as an important stakeholder in this enterprise and therefore it is part of our responsibility to practise good corporate citizenship. . 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.

mutuality and collaboration. In selection and recruitment. Accepting gifts and presents of more than a nominal value. ITC is committed to a gender friendly workplace. equity and upholding of Company values in all people processes including performance management systems. objectivity. A Gender Friendly Workplace As a good corporate citizen. A Grievance Committee on Gender Issues has been constituted to enquire into complaints and to recommend appropriate action. Sexual harassment includes unwelcome sexually determined behaviour such as: unwelcome physical contact. a demand or request for sexual favours. these values form the basis of our HR management systems and processes. 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. It seeks to enhance equal opportunities for men and women. Legal Compliance . ITC prevent/stop/redress sexual harassment at the workplace and institute good employment practices. ITC maintains an open door for reportees. senior management and employees shall uphold the values which are at the core of our HR Philosophy . showing pornography and any other unwelcome physical. senior management and employees shall ensure that in their dealings with suppliers and customers. teamwork. directors. sexually coloured remarks.TOP Good Corporate Citizenship In the conduct of the Company¶s business. the Company¶s interests are never compromised. managers will scrupulously consider all factors that go towards securing the interests of the Company. wherever required. verbal or non-verbal conduct of a sexual nature. self respect and human dignity. the practice of good corporate citizenship is a prerequisite and embraces the following: Dealing with People in the Organisation In dealing with each other. Indeed. while meritocracy will be a prime criterion. appraisals. remuneration and rewards. meritocracy. Relationships with Suppliers and Customers All directors. encourages employees to report any harassment concerns and is responsive to employee complaints about harassment or other unwelcome and offensive conduct. demonstrates and promotes professional behaviour and respectful treatment of all employees. ITC will focus on meritocracy.

if any. In addition to complying with applicable laws and regulations. This is an area in which it is impossible to provide comprehensive guidance but the guiding principle is that conflict. . Accordingly. senior management and employees must avoid situations in which their personal interest could conflict with the interest of the Company. particularly designed to prevent serious or fatal accidents.It is the Company¶s policy to comply fully with all applicable laws and regulations. The Company cannot accept practices which are unlawful or may be damaging to its reputation. Businesses must establish procedures for assessing the environmental effects of their present and future activities. 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. ITC is committed to provide good physical working conditions and encourages high standards of hygiene and housekeeping. 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. 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. the Company¶s Legal Department shall be consulted for advice. Ensuring legal and regulatory compliance is the responsibility of the Chief Executives of the Businesses and the Divisional Management Committees. In the event the implication of any law is not clear. Particular attention should be paid to training of employees to increase safety awareness and adoption of safe working methods. 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. Health and Safety The Company attaches great importance to a healthy and safe work environment. TOP Personal Conduct All directors. They should adopt Best Practices in their environmental policies and procedures. They are expected to demonstrate exemplary personal conduct through adherence to the following: Avoidance of Conflict of Interest All directors. or potential conflict must be disclosed to higher management for guidance and action as appropriate.

TOP Waivers Any waiver of any provision of this Code of Conduct for a 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. the organisation¶s leadership conveys what is acceptable and unacceptable behaviour. No information either formally or informally shall be provided to the press. It shall be necessary to voluntarily ensure that areas of operation are open to audit and the conduct of activities is totally auditable. senior management and employee shall misuse Company facilities. Leading by Example The organisation¶s directors and senior management set the professional tone for the Company. 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. Such transparency shall be brought about through appropriate policies. as appropriate. senior management or employee must be placed for approval before the Company¶s Board of Directors/ Corporate Management Committee. TOP Non Adherence . 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. other publicity media or any other external agency except within approved policies.Transparency and Auditability All directors. Company Facilities No director. tiered approval mechanism and involvement of more than one manager in key decisions and maintaining supporting records. systems and processes. including as appropriate. Protection of Confidential Information No director. segregation of duties. ITC¶s directors. Through both their words and their actions. In the use of Company facilities. care shall be exercised to ensure that costs are reasonable and there is no wastage.

10 % advance payment is required to be made by the QIBs along with the application. More About Book Building Book Building is essentially a process used by companies raising capital through Public Offerings-both Initial Public Offers (IPOs) or Follow-on Public Offers ( FPOs) to aid price and demand discovery. RESERVATIONS 50 % of the shares offered are reserved for applications below Rs. * Senior management for the purpose of this Code would mean the following: . An Initial Public Offer (IPO) is the selling of securities to the public in the primary market. 50 % of shares offered are reserved for QIBS. as adopted by the Board of Directors of the Company on 26th March. rights issue or private placement. It is a mechanism where. Book Building Issues Demand for the securities offered . who shall in turn report the same to the Head of Corporate Human Resources.. 35 % for small investors and the balance for all other investors. 2005. and at various prices. There are two types of Public Issues: ISSUE TYPE Fixed Price Issues OFFER PRICE Price at which the securities are offered and would be allotted is made known in advance to the investors A 20 % price band is offered by the issuer within which investors are allowed to bid and the final price is determined by the issuer only after closure of the bidding.Managers at Grade µA¶ & its equivalent. while other categories of investors have to pay 100 % advance along with the application. The process is .Divisional & SBU Chief Executives . 1 lakh and the balance for higher amount applications. the bids are collected from investors at various prices. About Public Issues Corporates may raise capital in the primary market by way of an initial public offer. 2006. book building method or a combination of both. DEMAND Demand for the securities offered is known only after the closure of the issue PAYMENT 100 % advance payment is required to be made by the investors at the time of application. was amended on 29th March. This Initial Public Offering can be made through the fixed price method. is available on a real time basis on the BSE website during the bidding period.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.Corporate HODs * This Code of Conduct. during the period for which the book for the offer is open. which are within the price band specified by the issuer. and above .

Bids have to be entered within the specified price band. the number of shares are fixed. On the close of the book building period. This process is called 'bidding' and is similar to open auction. The syndicate members input the orders into an 'electronic book'. Bids can be revised by the bidders before the book closes. BSE's Book Building System y y BSE offers a book building platform through the Book Building software that runs on the BSE Private network. The Issuer also appoints syndicate members with whom orders are to be placed by the investors. y y .directed towards both the institutional as well as the retail investors. The Issuer specifies the number of securities to be issued and the price band for the bids. This system is one of the largest electronic book building networks in the world. spanning over 350 Indian cities through over 7000 Trader Work Stations via leased lines. The issue price is determined after the bid closure based on the demand generated in the process. The book normally remains open for a period of 5 days. Guidelines for Book Building Rules governing Book building are covered in Chapter XI of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines 2000. VSATs and Campus LANS. for electronically placing the bids on line real-time for the entire bidding period. The Process: y y y y y y y y y y y The Issuer who is planning an offer nominates lead merchant banker(s) as 'book runners'. The book runners and the Issuer decide the final price at which the securities shall be issued. In order to provide transparency. Allocation of securities is made to the successful bidders. The software is operated by book-runners of the issue and by the syndicate members . The rest get refund orders. the issue size gets frozen based on the final price per share. Generally. the system provides visual graphs displaying price v/s quantity on the BSE website as well as all BSE terminals. the book runners evaluate the bids on the basis of the demand at various price levels.