Board of Directors Chairman & Non-Executive Director Non-Executive Directors Yogesh Chander Deveshwar Shilabhadra Banerjee Nirupama Rao Arun Duggal Sahibzada Syed Habib-ur-Rehman Managing Director Suryakant Balkrishna Mainak Meera Shankar Sanjiv Puri Sunil Behari Mathur David Robert Simpson John Pulinthanam Executive Directors Nakul Anand Rajiv Tandon (also Chief Financial Officer) Board Committees Audit Committee CSR and Sustainability Nomination & S B Mathur Chairman Committee Compensation Committee A Duggal Member Y C Deveshwar Chairman S Banerjee Chairman S B Mainak Member S B Mainak Member Y C Deveshwar Member S S H Rehman Member J Pulinthanam Member S B Mainak Member R Tandon Invitee N Rao Member S S H Rehman Member M Ganesan Invitee M Shankar Member M Shankar Member (Head of Internal Audit) D R Simpson Member R K Singhi Secretary Representative of Invitee R K Singhi Secretary the Statutory Auditors R K Singhi Secretary Securityholders Independent Directors Relationship Committee Committee S S H Rehman Chairman S Banerjee Member S Puri Member A Duggal Member R Tandon Member S B Mathur Member R K Singhi Secretary N Rao Member S S H Rehman Member M Shankar Member Corporate Management Executive Vice President & Company Secretary Rajendra Kumar Singhi Committee General Counsel S Puri Chairman Kannadiputhur Sundararaman Suresh N Anand Member Investor Service Centre 37 Jawaharlal Nehru Road, Kolkata 700 071, India R Tandon Member Telephone nos. : 1800-345-8152 (Toll free) C Dar Member 033 2288 6426 / 0034 S K Singh Member Facsimile no. : 033 2288 2358 e-mail : [email protected] S Sivakumar Member Statutory Auditors R Sridhar Member Deloitte Haskins & Sells B Sumant Member Chartered Accountants, Kolkata K S Suresh Member Registered Office R K Singhi Secretary Virginia House 37 Jawaharlal Nehru Road, Kolkata 700 071, India Telephone no. : 033 2288 9371 CIN : L16005WB1910PLC001985 ITC Corporate Website : www.itcportal.com ITC Limited REPORT AND ACCOUNTS 2018 1 Your Directors Y. C. Deveshwar subsidiary, ITC Infotech India Limited, is also a player of promise in the Information Technology sector. Yogesh Chander Deveshwar (71), DIN: 00044171, is the Chairman of ITC. He was appointed as a Director Today, ITC is a global exemplar in Sustainability and is on the Board of the Company on April 11, 1984 and the only Company in the world of comparable dimensions to be ‘carbon positive’, ‘water positive’ and ‘solid waste became the Chief Executive and Chairman of the Board recycling positive’ for over a decade. The Company’s on January 1, 1996. On splitting the role of the Executive businesses generate livelihoods for around 6 million Chairman between Chairman and Chief Executive Officer people, many of whom represent the poorest in with effect from February 5, 2017, Deveshwar, at the Rural India. The pioneering farmer empowerment request of the Nomination & Compensation Committee initiative, ITC e-Choupal, is today the world’s largest and the Board, recognising the need for orderly transition rural digital infrastructure and is a case study at the in a company of ITC’s size and complexity, agreed to Harvard Business School, besides receiving several continue as Chairman in non-executive capacity and also global awards. ITC was also conferred the World Business play the role of Mentor to the executive management. and Development Award 2012 at the Rio+20 United Deveshwar joined ITC in 1968 and is an alumnus of the Nations Summit by the United Nations Development Indian Institute of Technology, Delhi, and Harvard Business Programme, the International Chamber of Commerce School. Between 1991 and 1994, he led Air India as and the International Business Leaders Forum for its Chairman and Managing Director. Social and Farm Forestry Programmes. Articulating a Vision to put Country before Corporation Deveshwar has served as a Director on the Central Board and serve larger national priorities, he has led ITC’s of the Reserve Bank of India and as a Member of the strategic thrust to create multiple drivers of growth that National Foundation for Corporate Governance. He is a Member of the Board of Trade, Ministry of Commerce would make a significant and growing contribution and Industry, and a Member of the National Food to the Indian economy. He also shaped and implemented Processing Development Council, Ministry of Food a Strategy of Organisation to effectively manage Processing Industries, Government of India. Deveshwar multiple businesses whilst retaining focus on each one is a Member of the Governing Body of the National Council of them, in the process deriving unique sources of of Applied Economic Research and also the former competitive advantage from ITC’s diversity. Deveshwar Chairman of the Society and Board of Governors of the has also championed the cause for Sustainability Indian Institute of Management, Calcutta. He is also a world-wide bringing into focus the need to innovate Member of the Governing Council of the Central corporate strategies that not only enhance shareholder Manufacturing Technology Institute, Ministry of Heavy value but add significantly to the development of natural Industries & Public Enterprises, Government of India. and social capital. He serves on the National Executive Committees of some Spearheading a journey of growth that has led the Harvard of India’s premier trade and industry bodies, and has Business Review to rank him as the 7th Best Performing served as a Member of the UK-India CEOs Forum and CEO in the world, his stewardship has guided ITC to US-India CEOs Forum instituted by the respective become India’s foremost FMCG marketer, the country’s Governments. Deveshwar is a past President of CII. largest and greenest Paperboards and Packaging In 2011, Deveshwar was conferred the Padma Bhushan, Business, a globally acknowledged pioneer in farmer one of the highest civilian awards in the country, by the empowerment through its wide-reaching Agri Business, Government of India. Amongst several other awards and the second largest Hotel Chain in India and a trailblazer recognitions during his distinguished career, Deveshwar in ‘green hoteliering’. The Company’s wholly owned has been honoured with the Global Leadership Award 2 ITC Limited REPORT AND ACCOUNTS 2018 Your Directors by the US-India Business Council of the US Chamber of S. Puri Commerce, Business Leader of the Year Award 2012 from the All India Management Association, Business Sanjiv Puri (55), DIN: 00280529, is the Managing Director Person of the Year Award 2006 by the UK Trade & of ITC effective May 16, 2018. He was appointed Investment, and the Sustainability Leadership Award as a Director on the Board of ITC with effect from conferred at Zurich at the International Sustainability December 6, 2015 and Chief Executive Officer Leadership Symposium. He was inducted to the from February 5, 2017 taking independent charge of prestigious Hall of Pride at the Indian Science Congress. the executive leadership of the Company. He is also the Earlier, he was also named Manager Entrepreneur of the Chairman of the Corporate Management Committee. Year 2001 by Ernst & Young. The Economic Times has Prior to this, he was the Chief Operating Officer (COO) conferred on Deveshwar, the Indian Visionary Business of ITC since July 22, 2016. Before taking over as the Leader Award and the Smart Green Leader Lifetime COO, he was responsible for overseeing the FMCG, Achievement Award, the Bombay Management Paperboards, Paper & Packaging and Agri Businesses Association has honoured him with the Management of ITC. Puri is an alumnus of the Indian Institute of Man of the Year Award, and the Calcutta Management Technology, Kanpur, and Wharton School of Business. Association has inducted him as the first leader on the He joined ITC in 1986. Management Hall of Fame. He has been conferred Lifetime Achievement Awards by Business Standard, Prior to his appointment as a Director on the Board of Business Today, Economic Times & CNBC-TV18, ITC, Puri was President, FMCG Businesses - Cigarettes, and ‘Global Entrepreneur of Bihar’ Award by the Bihar Foods, Personal Care, Education & Stationery Products, Chamber of Commerce and Industries. The Government Matches and Agarbattis, since December 2014. of West Bengal also conferred the ‘Banga Bibhushan’, He has handled a wide range of responsibilities including the State’s highest civilian honour, on Deveshwar. business leadership positions as well as in manufacturing, He was conferred the CII President’s Award for Lifetime operations and information & digital technology. Achievement in April 2018. Puri became Divisional Chief Executive of the Tobacco Division in 2009, with additional responsibility for the Other Directorships Company’s Trade Marketing & Distribution Vertical. Name of the company Position He has led ITC Infotech India Limited, a wholly owned ITC Infotech India Limited Chairman & subsidiary of ITC, as its Managing Director Non-Executive Director from May 2006 to August 2009. Puri served between ITC Infotech Limited, UK * Chairman & 2001 and 2006 as the Managing Director of Surya Nepal Non-Executive Director Private Limited, a joint venture subsidiary company of ITC in Nepal. He has also been a Director on ITC Infotech (USA), Inc.* Chairman & the Board of The Tobacco Institute of India and past Non-Executive Director Member of the Board of Governors of the Media Research Indian School of Business Member, Users Council. Governing Board He has served as the Chairman of FICCI’s FMCG The Associated Chambers Member, Committee, the Agri & Food Processing Task Force of of Commerce and Industry Managing Committee the CII Eastern Region and as a Council Member of the of India CII Eastern Region. He was also on the Executive Council Committee Membership of other companies: Nil of The Indian Society of Advertisers. ITC Limited REPORT AND ACCOUNTS 2018 3 Your Directors Presently, Puri serves on the National Executive leadership and passion for the business is recognised Committees of CII and FICCI. He is also a Director on and acknowledged by his peers.