ABOUT US

ITC is one of India's foremost private

sector companies with a Gross Sales
Value of ₹ 76,097.31 crores and Net
Profit of ₹ 15,136.05 crores (as on
31.03.2020). ITC has a diversified
presence in FMCG, Hotels, Packaging,
Paperboards & Specialty Papers and
Agri-Business. ITC's aspiration to be
an exemplar in sustainability practices
is manifest in its status as the only
company in the world, of its size and
diversity, to be carbon, water and solid
waste recycling positive. In addition,
ITC's businesses and value chains
create sustainable livelihoods for
more than 6 million people, a majority
of whom represent the poorest in rural
India.

Read More₹ 76,097.31 crores Gross

Sales Value (figures as on
31.03.2020)₹ 15,136.05 crores Net
Profit (figures as on 31.03.2020)13
Businesses of Tomorrow4 Million
Farmers Benefitted by e-Choupal6
Million Sustainable Livelihoods200+
ManufacturingNo.1 in Paper &
Paperboards100+ Hotels across 70
locations25 FMCG Mother
Brands36,500 ITC Group Direct
EmployeesRanked No. 3 Globally in
Foods Industry For ESG
Performance15 years Carbon
Positive18 years Water Positive13
years Solid Waste Recycling
Positive41% of Total Energy is
Renewable
CORPORATE STRATEGIES
ITC is a board-managed professional
company, committed to creating
enduring value for the nation and the
shareholder. 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.
CORPORATE GOVERNANCE
DEFINITION AND PURPOSETHE
GOVERNANCE
STRUCTUREROLESBOARD
COMMITTEES
DEFINITION AND PURPOSE
PREAMBLE
Over the years, ITC has evolved from a
single product company to a multi-
business corporation. Its diverse
businesses include fast moving
consumer goods, hotels, paperboards,
paper & packaging and agri business.

The Company's investments in its

different businesses are structured in
the nature of in-house divisions,
subsidiaries, joint ventures, associate
companies and trade investments.
The task of governing a corporation of
ITC's size and diversity was rendered
more complex in post liberalisation
India, which began experiencing the
intense impact of globalisation. In
order to address its own unique
organisational context and prepare
itself for the global Indian market, ITC,
as early as in 1999, fashioned an
unique corporate governance model
that would enable it to 'focus' on its
multiple businesses, while
maximising shareholder value.

This governance policy has not only

stood the test of time, but also
supported ITC's rapid growth in the
last two decades since its
formulation. In the intervening years,
ITC has not only widened its diversity
with the launch of several new
businesses in its chosen strategic
arena, but has also responded to the
growth challenge by creating new
internal structures like shared
services and business verticals,
designing broad-band roles like Line
CMC Members, Chief Operating
Officers of Business / Vertical, and
enabling operating decision making
powers at empowered levels.

DEFINITION AND PURPOSE

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, ITC believes 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 :

Management must have the executive

freedom to drive the enterprise
forward without undue restraints;
andThis 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
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
compromising 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. ITC believes 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.
The Company believes 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. The Company
believes that unethical behaviour
corrupts organisational culture and
undermines stakeholder value.

CODE OF CONDUCT
APPLICABLE TO ALL DIRECTORS,
SENIOR MANAGEMENT AND
EMPLOYEES OF THE COMPANY

PREAMBLE
ITC's Code of Conduct is derived from
three interlinked fundamental
principles, viz. good corporate
governance, good corporate
citizenship and exemplary personal
conduct.

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.
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.

('Senior management' shall mean (i)

Key Managerial Personnel, (ii)
Managers at Grade 'A' and above, (iii)
Chief Executives / Heads of Divisions,
Strategic Business Units (SBU),
Business Verticals and Shared
Services, and (iv) Corporate Heads of
Departments.)

GOOD CORPORATE CITIZENSHIP

In the conduct of the Company's
business, the practice of good
corporate citizenship is a pre-requisite
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
committee 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

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.

(Reference to Chief Executives of

Businesses shall include Heads of
SBUs, Business Verticals and Shared
Services. Further, reference to
Divisional Management Committees
shall include SBU Management
Committees and Executive
Committees for Business Verticals,
Shared Services and such other
similar committee(s) as may be
constituted by the Corporate
Management Committee / Board of
Directors of the Company.)

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.
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.

Dealing in Securities of the Company

by Employees

Employees and their Immediate

Relatives shall not enter into any
derivative transactions with respect to
the shares of the Company.
Employees, who have been granted
Stock Options under the Company's
Employee Stock Option Schemes (ITC
ESOS) and have outstanding Options,
shall not buy and / or sell any shares
of the Company, other than exercise
of Options under ITC ESOS and sale of
shares acquired upon such exercise
of Options.The following category of
persons shall not buy and / or sell
shares of the Company in excess of
10,000 shares* in aggregate in a
calendar quarter:
(a) Employees who have not been
granted Stock Options or do not have
any outstanding Stock Options
granted under ITC ESOS;(b)
Immediate Relatives of Employees
specified under (a) above; and(c)
Immediate Relatives of Employees
who have outstanding Stock Options.
* or such other limit as may be
approved by the Board of Directors of
the Company from time to time

('Immediate Relative' means spouse,

and includes parent, sibling, and child
of the employee or of the spouse, if
any of them is financially dependent
on the employee or consults the
employee in taking decisions relating
to trading in securities of the
Company.)
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.

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.

NON ADHERENCE
Instances of non-adherence to the
requirements relating to dealing in
securities of the Company by
Employees and their Immediate
Relatives, as stated above, should be
placed before the Corporate
Management Committee and the
Board of Directors of the Company. All
other instances of non-adherence to
the Code of Conduct should be
brought to the attention of the
immediate reporting authority, with
copies to the relevant Divisional Chief
Executive / Head of Corporate
Department and the Head of
Corporate Human Resources. In
respect of senior management, any
such instance should be brought to
the attention of the Chairman of the
Audit Committee with a copy to the
Company Chairman.

DUTIES OF INDEPENDENT
DIRECTORS
The duties of Independent Directors
of the Company, as laid down under
Schedule IV to the Companies Act,
2013, are incorporated herein
pursuant to the Securities and
Exchange Board of India (Listing
Obligations and Disclosure
Requirements) Regulations, 2015. It
shall be the duty of the Independent
Directors to:
undertake appropriate induction and
regularly update and refresh their
skills, knowledge and familiarity with
the Company;
seek appropriate clarification or
amplification of information and,
where necessary, take and follow
appropriate professional advice and
opinion of outside experts at the
expense of the Company;
strive to attend all meetings of the
Board of Directors and of the Board
Committees of which they are a
member;
participate constructively and actively
in the Board Committees in which
they are chairpersons or members;
strive to attend the general meetings
of the Company;
ensure, where they have concerns
about the running of the Company or
a proposed action, that these are
addressed by the Board of Directors;
keep themselves well informed about
the Company and the external
environment in which it operates;
not to unfairly obstruct the
functioning of an otherwise proper
Board or Board Committee;
pay sufficient attention and ensure
that adequate deliberations are held
before approving related party
transactions and assure themselves
that the same are in the interest of the
Company;
ascertain and ensure that the
Company has an adequate and
functional vigil mechanism and
ensure that the interests of a person
who uses such mechanism are not
prejudicially affected on account of
such use;
report concerns about unethical
behaviour, actual or suspected fraud
or violation of the Code of Conduct;
act within their authority and assist in
protecting the legitimate interests of
the Company, shareholders and its
employees;
not to disclose confidential
information, including commercial
secrets, technologies, advertising and
sales promotion plans and
unpublished price sensitive
information, unless such disclosure is
expressly approved by the Board of
Directors or required by law;
fulfil such other roles and
responsibilities as may be prescribed
under law.
WHISTLEBLOWER POLICY
1. Philosophy
ITC Limited ('the Company') believes
that every employee and Director of
the Company is a trustee of its
stakeholders and must conduct
himself or herself at all times in a
professional, responsible and ethical
manner.

2. Purpose and Scope

This Policy ('the Policy') encourages

Directors and employees of the
Company to promptly bring to the
Company's attention, instances of
illegal or unethical conduct, actual or
suspected incidents of fraud, actions
that affect the financial integrity of the
Company, or actual or suspected
instances of leak of unpublished price
sensitive information ('UPSI'), that
could adversely impact the Company's
operations, business performance
and / or reputation. The Company will
investigate such reported incidents in
an impartial manner and take
appropriate action to ensure that the
requisite standards of professional
and ethical conduct are always
upheld.

3. Objective

The Company endeavours to:

Provide an environment where every

Director and employee of the
Company feels free to report
instances within the purview of this
Policy;
Investigate such reported incidents in
a fair manner;
Take appropriate disciplinary action
against the delinquent employee(s);
Ensure that no complainant is
victimised or harassed for bringing
such incidents to the attention of the
Company.
The practice of this Policy will be
overseen by the Audit Committee.

4. Reporting Mechanism

a. Complainants are encouraged to

bring to the attention of the Company
incidents pertaining, inter alia, to:

Illegal or unethical conduct including

that which adversely affects investors,
shareholders, customers, suppliers,
other employees, or the business
performance or image or reputation of
the Company;
Actual or suspected incidents of
fraud;
Actions that affect the financial
integrity of the Company;
Conflict of interest with the Company;
Leaking of confidential or proprietary
information of the Company; and
Actual or suspected instances of leak
of UPSI pertaining to the Company.
b. The complainant may send the
complaint to the Whistleblower
Complaints Committee [as stated
under Paragraph 5(a) below] in
writing, either by (i) sending an e-mail
to whistleblowing@itc.in or by (ii)
sending a letter sealed in an envelope
(which is distinctly marked
"Confidential"), to either of the
following addresses:

ITC Limited
P. O. Box Number 9275
Kolkata - 700071 ITC Limited
37, Jawaharlal Nehru Road
Kolkata - 700071
Complaint for any actual or suspected
instance of leak of UPSI should also
be copied to the Company Secretary
and the Chief Financial Officer.

c. Complaints by or against Directors,

senior management (as defined in the
ITC Code of Conduct) and members
of the Whistleblower Complaints
Committee [as stated under
Paragraph 5(a) below] shall be sent
directly to the Chairman of the Audit
Committee, with a copy to the
Chairman and Managing Director of
the Company.

d. Anonymous complaints are not

encouraged. However, such
complaints may be entertained if the
complaint sets out specific
allegations and verifiable facts and is
accompanied with supporting
evidence.

e. Complaints that are mischievous,

mala fide, made with oblique or
ulterior motive and / or sans evidence
shall not be covered under the
purview of this Policy.

f. In order to facilitate effective

investigation, the complaint should be
supported with documents evidencing
the complaint and should include all
relevant information about the
incident as the complainant is aware
of, including the following:
Nature, period and other details of the
incident including the location and
business unit where such incident has
occurred; and
Identity(ies) of the person(s)
suspected to be involved in the
incident.
g. To facilitate investigation,
complainants are encouraged to
report incidents promptly upon
becoming aware of the same,
preferably within 30 days.

5. Investigation

a. Complaints submitted via e-mail to

the designated email address shall
automatically be received by the
Whistleblower Complaints Committee
comprising the Head of Corporate
Human Resources, the General
Counsel and the Head of Internal
Audit of the Company.

b. Upon receipt of a complaint within

the scope of this Policy, the
Whistleblower Complaints Committee
shall review the same and if the
complaint is found to be serious and
credible, the Committee shall
investigate such complaint.

For the purpose of conducting an

investigation, the Whistleblower
Complaints Committee is authorised
to:

seek any information it requires from

any employee, who shall cooperate
with any such request made by the
Committee;
seek assistance from any employee
for conduct of investigation, as may
be considered appropriate;
obtain external legal or other
independent professional advice and
to secure the attendance of outsiders
with relevant experience and
expertise, if it considers necessary;
call for such documents and
representations, as may be deemed
fit.
c. Report of the investigation, along
with recommendations of the
Whistleblower Complaints Committee
in relation to further actions to be
taken in connection with the
complaint, shall be placed before the
Corporate Management Committee of
the Company ('CMC').

d. Upon receipt of the investigation

report and the recommendations of
the Whistleblower Complaints
Committee, the CMC shall give
directions for necessary actions to be
taken and submit a report in this
connection to the Audit Committee.

e. The information disclosed during

the course of an investigation,
including the identity of the
complainant, shall be kept
confidential, except as necessary or
appropriate to be disclosed for the
purpose of the investigation or where
required by law.

f. Investigation of complaint by or
against Directors, senior management
and members of the Whistleblower
Complaints Committee shall be
carried out as directed by the Audit
Committee.
g. Complaint for any actual or
suspected instance of leak of UPSI
shall be dealt with in accordance with
the Company's Policy for inquiry in
case of leak of UPSI.

h. Any person against whom a

complaint has been made shall recuse
himself / herself from any
investigating or reporting
responsibility in connection with such
complaint.

6. No Retaliation

This Policy is intended to encourage,

facilitate and enable raising of
genuine concerns. No complainant
who reports an incident under this
Policy shall suffer any harassment,
retaliation or adverse employment
condition as a consequence of such
reporting.
Any employee who retaliates against
a person reporting a violation will be
subject to disciplinary proceedings,
which may extend to termination of
employment.
If any complainant is victimised or
harassed for reporting any genuine
concern, he / she may file an
application before the Whistleblower
Complaints Committee seeking
redressal of the matter. The
Whistleblower Complaints Committee
shall take appropriate action to attend
to the complainant's concern.
However, if the complainant feels that
his / her concern has not been
addressed, he / she may approach the
Line Director / Line CMC Member, as
applicable, failing which the Chairman
and Managing Director of the
Company. In exceptional cases, direct
access to the Chairman of the Audit
Committee shall be provided.
7. Complaints to be made in good
faith

A complainant must act in good faith

and have reasonable grounds for
forming a belief that his or her
complaint constitutes an incident
within the purview of this Policy.
This Policy should not be used as a
tool for making false or mala fide
allegations.
Any person who is found to be making
baseless, reckless, malicious or
deliberately false allegation, shall be
subject to disciplinary proceedings,
which may extend to termination of
employment.
8. Applicability

This Policy will be effective from 1st

July, 2020 and will be reviewed as and
when deemed necessary