Board of Directors Chairman Non-Executive Directors Yogesh Chander Deveshwar Anil Baijal Hugo Geoffrey Powell Shilabhadra Banerjee Pillappakkam Bahukutumbi Ramanujam Executive Directors Angara Venkata Girija Kumar Anthony Ruys Serajul Haq Khan Basudeb Sen Anup Singh Sunil Behari Mathur Balakrishnan Vijayaraghavan Krishnamoorthy Vaidyanath Dinesh Kumar Mehrotra Kurush Noshir Grant Board Committees Audit Committee Compensation Committee Nominations Committee S B Mathur Chairman S H Khan Chairman Y C Deveshwar Chairman A Baijal Member A Baijal Member A Baijal Member A V Girija Kumar Member S B Mathur Member S Banerjee Member P B Ramanujam Member H G Powell Member A V Girija Kumar Member B Vijayaraghavan Member B Sen Member S H Khan Member K Vaidyanath Invitee S B Mathur Member (Director responsible for D K Mehrotra Member the Finance Function) P B Ramanujam Member S Basu Invitee (Head of Internal Audit) Representative of the Invitee Investor Services Committee Sustainability Committee Statutory Auditors A V Girija Kumar Chairman Y C Deveshwar Chairman B B Chatterjee Secretary P B Ramanujam Member S Banerjee Member B Sen Member H G Powell Member K Vaidyanath Member A Ruys Member B Vijayaraghavan Member B Sen Member B B Chatterjee Secretary B Vijayaraghavan Member B B Chatterjee Secretary Corporate Management Executive Vice President & Company Secretary Biswa Behari Chatterjee Committee General Counsel Directors Kannadiputhur Sundararaman Suresh Y C Deveshwar Chairman Investor Service Centre A Singh Member 37 Jawaharlal Nehru Road, Kolkata 700 071, India K Vaidyanath Member Phone : 033-2288 6426/2288 0034 K N Grant Member Fax : 033-2288 2358 e-mail : [email protected] Executives Auditors N Anand Member Deloitte Haskins & Sells A Nayak Member Chartered Accountants, Kolkata T V Ramaswamy Member Registered Office S Sivakumar Member Virginia House K S Suresh Member 37 Jawaharlal Nehru Road, Kolkata 700 071, India R Tandon Member Phone : 033-2288 9371 B B Chatterjee Member & Secretary ITC corporate website : www.itcportal.com ITC Report and Accounts 2010 1 Your Directors Y. C. Deveshwar Congress. He was also named the Manager Entrepreneur of the Year 2001 by Ernst & Young. Y. C. Deveshwar (63), an engineering graduate from the Indian Institute of Technology, Delhi joined ITC Limited Other Directorships in 1968. He was appointed as a Director on the Board of Name of the Company Position the Company in 1984 and became the Chief Executive and Chairman of the Board on January 1, 1996. Between Surya Nepal Private Limited* Chairman & Director 1991 and 1994, he led Air India as Chairman and HT Media Limited Director Managing Director. West Bengal Industrial Director Development Corporation Under his leadership, ITC’s Sustainability efforts were Limited given shape through unique business models. ITC became the first Indian company to publish its Sustainability Committee Membership of other Companies: Nil Report, 2004 in accordance with the guidelines of the Global Reporting Initiative. For the efforts at creating sustainable livelihood opportunities, ITC also won the Anup Singh inaugural World Business Award instituted jointly by the Anup Singh (65) was appointed a Director on the Board United Nations Development Programme, International of ITC on November 21, 1997. Upon completion of his Chamber of Commerce and the HRH Prince of Wales term, he was appointed an Additional Director effective International Business Leaders Forum. ITC’s ‘e-Choupal’, March 22, 2010, to hold office upto the date of the a digital infrastructure initiative to empower marginal forthcoming Annual General Meeting of the Company. farmers in India, is taught as a case study at the Harvard Business School. This initiative won the Development Singh currently holds responsibility for the Company’s Gateway Award at Beijing in September 2005 and the Agri Business Division, R&D, Central Projects Organisation Stockholm Challenge Award in May 2006. and Environment, Occupational Health & Safety functions. Deveshwar is the past President of the Confederation of He has in the past held responsibility for the Company’s Indian Industry. He is also a member of the Board of Cigarettes, Foods, Personal Care, Lifestyle Retailing and Governors of the Indian School of Business and the former Information Technology businesses. Chairman of the Society and Board of Governors of the An Electrical Engineer from IIT Kharagpur, he has played Indian Institute of Management, Calcutta. He also serves a key role in initiating modernisation, quality and technology on the National Executive Committees of some of India’s upgradation in various businesses across ITC. He was premier trade and industry bodies. instrumental in implementing the concept of “Management Amongst several awards and recognitions during his by Objectives” (MBO), a strategic initiative of the Company distinguished career, Deveshwar has been honoured with in the seventies. the Global Leadership Award 2010 by the U.S.-India Prior to his appointment as Director, he led the Company’s Business Council of the US Chamber of Commerce, the Cigarettes and Specialty Papers businesses as SAM/SPG Sustainability Leadership Award 2007 conferred Chief Executive. at the International Sustainability Leadership Symposium, the Business Person of the Year Award 2006 by the UK He is a Director of the Tobacco Institute of India. He is Trade & Investment by His Royal Highness Prince Andrew, also the past President of The Bengal Chamber of the Duke of York. In January 2006, he was inducted to Commerce and Industry and the Indian Chamber of the prestigious Hall of Pride at the Indian Science Commerce Calcutta. 2 ITC Report and Accounts 2010 Your Directors Other Directorships Committee Membership of other Companies Name of the Company Position Name of the Company Committee Position ATC Limited Chairman & Director Russell Credit Limited Audit Committee Chairman Greenacre Holdings Audit Committee Chairman Committee Membership of other Companies: Nil Limited Gold Flake Audit Committee Chairman Corporation Limited K. Vaidyanath K. Vaidyanath (60) was appointed a Director on the Board K. N. Grant of ITC on January 17, 2001. He holds responsibility for Kurush N. Grant (52) was appointed a Director on the the Company’s Finance, Internal Audit and Corporate Board of ITC effective March 20, 2010. He oversees Communications functions, its investment subsidiary, its ITC’s FMCG businesses - Cigarettes, Foods, Personal Paperboards & Specialty Papers, Packaging and Care, Lifestyle Retailing, Education and Stationery Information Technology businesses. Products, Matches and Agarbattis. After completing his Before his elevation to the Board, he was the Company’s MBA in 1979, he worked with DCM as a Management Chief Financial Officer. An MBA from XLRI, Jamshedpur, Trainee before joining ITC in 1980 in the Marketing Vaidyanath has been with ITC for the past 34 years. function of the Tobacco Division. During his tenure in the He has held various positions in the Company’s Finance Division, he has handled a wide range of responsibilities function including that of Head of Finance of ITC’s in Sales, Brand Management and Product Development. Packaging, Hotels and Agri Businesses. He has also been He was Executive Vice President, Marketing of the Head of Corporate Planning & Treasury as well as Internal Tobacco Division before becoming Divisional Chief Audit. He has in the past held responsibility for the Executive in 1999. Company’s Education and Stationery Products, Matches, He has been involved in the incubation and development Agarbatti and Agri businesses. He is a recipient of the of ITC’s new initiatives in the FMCG sector. He is the ‘Best CFO’ award from Business Today and the ‘Best Chairman of CII Eastern Region and is also on the CFO in the FMCG category’ award from CNBC-TV18. Executive Committee of the Indian Chamber of Commerce Other Directorships Calcutta. He is the Vice Chairman of the Indian Society of Advertisers, Eastern Region. He has been a past Name of the Company Position Chairman of the National Readership Studies Council Russell Credit Limited Chairman & Director as well as the Audit Bureau of Circulations, India. Greenacre Holdings Chairman & Director Limited Other Directorships ITC Infotech India Limited Chairman & Director Name of the Company Position ITC Infotech Limited, UK* Chairman & Director Wimco Limited Chairman & Director ITC Infotech (USA), Inc.* Chairman & Director Surya Nepal Private Limited* Director Gold Flake Corporation Chairman & Director King Maker Marketing, Inc., USA* Director Limited Committee Membership of other Companies Wills Corporation Limited Chairman & Director Classic Infrastructure & Director Name of the Company Committee Position Development Limited Wimco Limited Audit Committee Member ITC Report and Accounts 2010 3 Your Directors Anil Baijal S. Banerjee Anil Baijal (63) joined the ITC Board as a Non-Executive Shilabhadra Banerjee (61) joined the ITC Board as a Independent Director on January 22, 2010. Prior to this, representative of the Specified Undertaking of the Unit he represented the Specified Undertaking of the Unit Trust Trust of India (SUUTI) on February 4, 2010. of India on the ITC Board from July 2007 to August 2009. Banerjee, a Masters in History from St. Stephen’s College, Baijal joined the Indian Administrative Service in 1969 Delhi, began his career in the Indian Administrative Service from the Union Territories Cadre. In a career spanning in 1971 from the Andhra Pradesh Cadre. In a career over 37 years, he has