The BAT-ITC Tussle

EXHIBIT V

ITC – THE BOARD STRUCTURE

The ITC Board will be a balanced Board, consisting of Executive and Non-Executive Directors, the latter including independent professionals. Executive directors, including the Executive Chairman, shall not generally exceed 1/3rd of the total strength of the Board. The Non-Executive Directors shall comprise eminent professionals, drawn from amongst persons with experience in business / finance / law / public enterprises. Directors shall be appointed / re-appointed for a period of three to five years, and in the case of Executive Directors, up to the date of their retirement, whichever is earlier. The Board shall determine from time to time the retirement age for both Executive and Non-Executive Directors. The Board shall specify the maximum number of company Directorships which can be held by members of the ITC Board. Non-Executive Directors are expected to play a critical role in imparting balance to the Board processes by bringing an independent judgement to bear on issues of strategy, performance, resources, standards of Company conduct, etc.

COMMITTEES OF THE ITC-BOARD

Committee	Members	Chairman
Audit Committee	Directors of the Company, as may be decided by the Board, with at least 3 members all being Non-Executive Directors with majority of them being independent; and the Director accountable to the Board for the Finance function, Head of Internal Audit and representative of External Auditors as Permanent Invitees with the Company Secretary as the Secretary.	One of the Independent Directors, to be determined by the Board.
Legal & Safety Audit Committee	Non-Executive Directors as may be decided by the Board, with the Head of Legal as Secretary - Legal and Head of Safety as Secretary - Safety.	One of the non- Executive Directors, to be determined by the Board.
Compensation Committee	Non-Executive Directors as may be decided by the Board, with the Director accountable to the Board for the HR Function as the Secretary.	One of the Independent Directors, to be determined by the Board.
Nominations Committee	The Executive Chairman and all the Non-Executive Directors.	Executive Chairman.
Investor Services Committee	Directors of the Company, as may be decided by the Board, with the Company Secretary as the Secretary.	One of the non- Executive Directors, to be determined by the Board.