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The BAT-ITC Tussle

            

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EXHIBIT VII

CORPORATE GOVERNANCE AT ITC

            

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VISION - Sustain ITC as one of India's most valuable corporations through world class performance, creating growing value for the Indian economy and the company's stakeholders.

MISSION - To enhance the wealth generating capability of the enterprise in a globalising environment, delivering superior and sustainable stakeholder value.

CORE VALUES -
• Trusteeship
• Customer Focus
• Respect For People
• Excellence
• Innovation
• Ethical Corporate Citizenship

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, we believe that the governance process should ensure that these companies are managed in a manner that meets stakeholders'aspirations and societal expectations.

THE GOVERNANCE STRUCTURE -

Corporate Governance in ITC takes place at three interlinked levels, namely –

• Strategic supervision by the Board of Directors
• Strategic management by the Corporate Management Committee
• Executive managment by the Divisional Chief Executive assisted by the Divisional Management Committee

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;
• This freedom of management should be exercised within a framework of effective accountability.

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 fulfills the purpose of Corporate Governance.

Source: www.itccorporate.com

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