ITC HOTELS LIMITED

Corporate

Corporate
About Us
Essential Information

Essential Information

Corporate Governance

Code Of Conduct

Corporate Governance

Corporate Governance is a systemic process by which companies are directed and controlled to enhance their wealth generating capacity and to ensure that the organisation is managed in a manner that meets stakeholders’ aspirations and societal expectations. 

 

It is a culture that guides the Board, Management and Employees to promote ethical corporate behaviour, ensure fiscal accountability, and always work in the best interest of all the Stakeholders comprising employees, customers, guests, vendors, investors, regulators and society at large.

The Company’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; and

 

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

 

The Company 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 stakeholders aspirations and societal expectations.

From the above definition and core principles of Corporate Governance emerge the cornerstones of the Company’s governance philosophy, namely trusteeship, transparency, empowerment and accountability, control and ethical corporate citizenship. The Company believes that the practice of each of these leads to the creation of right corporate culture in which the Company is managed in a manner that fulfils the purpose of Corporate Governance. It is therefore important to define these cornerstone concepts, so that they are clearly understood and practiced across the organisation.

The Company believes that it represents a coalition of interests, namely those of the shareholders, other providers of capital, business associates, customers, guests, employees and society at large. This belief therefore casts a responsibility of trusteeship on the Company's Board of Directors 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.

The Company 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. 

The Company believes transparency enhances accountability.

Empowerment is an essential concomitant of Company’s first core principle of governance that management must have the freedom to drive the enterprise forward. ITCHL 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.

The Company believes that the Board of Directors are accountable to the shareholders, and the management is accountable to the Board of Directors; empowerment, combined with accountability, provides an impetus to performance and improves effectiveness, thereby enhancing shareholder value.

The Company 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.

The Company believes that corporations have a responsibility to set high standards of ethical behaviour, both internally within the organisation, as well as in their external relationships. Ethical standards should be adhered to ensure integrity, transparency and accountability in dealing with all the stakeholders. Unethical behaviour corrupts organisational culture and undermines stakeholder value. Therefore the corporate governance process must continuously reinforce and help actualise the Company’s belief in ethical corporate citizenship.

Flowing from the philosophy and core principles of governance as outlined in the previous chapter, Corporate Governance in the Company shall primarily take place at two interlinked levels, namely –

  • Strategic supervision by the Board.

  • Strategic and Executive management by the Strategic and Executive Management Committee (SEMC) headed by the Managing Director (MD) supported by Senior Managers. 

 

The day-to-day operational management of a Hotel Unit shall vest with the respective General Manager who shall be accountable to respective Head of Operations of the region. The Company believes that the right balance between freedom of management and accountability to shareholders can be achieved by segregating strategic supervision from strategic and executive management. The Board as trustees of the shareholders will exercise strategic supervision through strategic direction and control, and seek accountability for effective strategic and executive management from the SEMC headed by the MD for realisation of tactical goals.

 

The two tier governance structure thus ensures that:

  • Strategic supervision (on behalf of the shareholders), being free from involvement in the task of strategic management of the Company, can be conducted by the Board with objectivity, thereby sharpening accountability of the management;

 

  • Strategic and Executive management of the Company, remains focused on enhancing the quality, efficiency and effectiveness of the business to achieve best in class performance within the Board approved direction and framework.

The primary role of the Board of Directors is that of trusteeship to protect and enhance shareholder value through strategic supervision of the Company, its wholly owned subsidiaries and their wholly owned subsidiaries. As trustees they will ensure that the Company has clear goals relating to shareholder value and its growth. The Board should set strategic goals and seek accountability for their fulfillment. They will provide direction, and exercise appropriate control to ensure that the Company is managed in a manner that fulfills stakeholder aspirations and societal expectations.
 

The Board will annually review its own functioning to ensure that it is fulfilling its role. The Board will also evaluate the performance of the MD, other Directors and Board Committees. 
 

The Board will have a balance of skills, competencies, experience and diversity of perspectives appropriate to the Company and its business. For this purpose, diversity shall be considered from a number of aspects including, but not limited to, educational & cultural background, nature of professional, administrative & industry experience, skills, knowledge, and gender representation in line with the relevant policies of the Company.
 

The Non-Executive Directors shall be drawn from amongst eminent professionals, with experience in business / finance / law / public administration and enterprises. Directors shall be appointed / re-appointed for a period of three to five years or a shorter duration, in accordance with the retirement guidelines as may be determined by the Board from time to time or by any applicable statutes, rules, regulations or guidelines, and in the case of MD / Executive Director up to the date of their retirement, whichever is earlier.
 

Non-Executive Directors, including Independent 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. 
 

The Board shall meet at least five times in a financial year. The tentative annual calendar of meetings shall be agreed upon at the beginning of each year. The quorum for meetings shall be one third of members, including one Independent Director, and decisions shall be taken by simple majority, unless statutorily required otherwise. Meetings shall be governed by a structured agenda. All major issues included in the agenda shall be backed by comprehensive background information to enable the Board to take informed decisions. Agenda papers, as far as practicable, shall be circulated at least seven days prior to the meeting. Normally items for the Board Agenda, except those emanating from Board Committees, shall have been examined by the SEMC. Draft Minutes of Board Meeting shall be circulated within fifteen days of the meeting. 
 

The Board shall have the following Committees whose terms of reference shall be determined by the Board from time to time:

 

Audit Committee: To provide reassurance to the Board on the existence of an effective internal control environment that ensures (a) efficiency and effectiveness of operations, (b) safeguarding of assets and adequacy of provisions for all liabilities, (c) reliability of financial and other management information and adequacy of disclosures, and (d) compliance with all relevant statutes.

 

 

Nomination and Remuneration Committee: To identify persons qualified to become Directors and to formulate criteria for evaluation of performance of the MD, other Directors and the Board as a whole. The Committee's role inter alia includes recommending to the Board the appointment, remuneration and removal of Directors, SEMC Members, Chief Financial Officer, Company Secretary and Senior Management.

 

 

Securityholders Relationship Committee: To oversee redressal of shareholder & investor grievances. The Committee's role also includes reviewing the adherence to the service standards by the Registrar and Share Transfer Agent appointed by the Company. 

 

 

CSR and Sustainability Committee: To review, monitor and provide strategic direction to the Company's CSR and Sustainability practices and guide the Company in integrating its social and environmental objectives with its business strategies. The Committee shall also formulate & monitor the CSR Policy and recommend to the Board the annual CSR Action Plan of the Company. 

 

 

Independent Directors Committee: The role of the Committee would be such as may be prescribed under law.

 

In addition to the above, the Board may constitute such other Committee(s), as it may consider appropriate and decide on their Terms of Reference.
 

Terms of Reference of the Board Committees shall inter alia include:

  • Objectives

  • Roles & Responsibilities 

  • Constitution & Membership 

  • Meetings & Quorum

  • Reporting Procedure

The composition of the Board Committees will be as follows or as may be prescribed by law from time to time:

 

 

     COMMITTEE                                                                                                             MEMBERS           CHAIRPERSON
 Audit Committee Three or more Directors of the Company, as may be decided by the Board, with at least two-third of the members being Independent Directors. All the members of the Committee shall be financially literate and at least one member shall have accounting or related financial management expertise. The Chief Financial Officer, the Head of Internal Audit and the representative of the Statutory Auditors shall be Invitees to the meetings of the Committee. The Company Secretary shall act as the Secretary. One of the Independent Directors, to be appointed by the Board.
 Nomination  and   Remuneration   Committee Three or more Non-Executive Directors of the Company, as may be decided by the Board, with at least two-third of the members being Independent Directors. The Chairperson of the Company shall be a Member of the Committee. The Company Secretary shall act as the Secretary. One of the Independent Directors, to be appointed by the Board.
 Securityholders   Relationship   Committee Three or more Directors of the Company, as may be decided by the Board, with at least one member being an Independent Director. The Company Secretary shall act as the Secretary. One of the Non-Executive Directors, to be appointed by the Board.
 CSR and   Sustainability   Committee Three or more Directors of the Company, as may be decided by the Board, with at least one member being an Independent Director. The Company Secretary shall act as the Secretary. One of the Non-Executive Directors, to be appointed by the Board.
 Independent  Directors Committee All the Independent Directors of the Company. One of the Independent Directors.

 

Normally meetings of the Board Committees shall be convened by their respective Committee Chairperson. However, any member of the Committee may, with the consent of the concerned Chairperson, convene a meeting of the Committee.
 

Signed minutes of Board Committee meetings shall be tabled before the Board for its information. However, matters requiring the Board's attention/ approval should be tabled in the form of note(s) to the Board with clearance of the Committee Chairperson.

The Risk Management Committee constituted by the Board shall have three or more Members comprising Directors (including one Independent Director and the Managing Director) and senior managers, as may be decided by the Board, with majority of the members being Directors. One of the Director shall be the Chairperson of the Committee. The role of the Committee shall be to approve the strategic risk management framework of the Company, and review the risk mitigation strategies and results of risk identification, prioritisation & mitigation plans, as also the measures taken for cyber security. The Committee shall also formulate the Risk Management Policy, and review implementation, effectiveness and adequacy of the risk management systems, processes & plans of the Company. The Chief Risk Officer or such other person appointed by the Board shall act as the Secretary to the Committee. 

The Minutes of meetings of the Risk Management Committee shall be circulated to the Board.

The primary role of the SEMC is strategic and executive management of the Company within the Board approved direction / framework and realisation of Company goals. The SEMC will assess the performance of functions and hotel units and allocate resources. The composition of the SEMC will be determined by the Board (based on the recommendation of the Nomination and Remuneration Committee), and will consist of the MD and key senior members of the management. Membership of the SEMC shall be reviewed by the Nomination and Remuneration Committee as and when necessary. Meetings of the SEMC shall be convened and chaired by the MD. The Company Secretary shall be the Secretary to the SEMC. 

The quorum for SEMC meetings shall be 50% of the total number of SEMC members, subject to minimum of three members. Decisions shall be taken by simple majority. Minutes of SEMC meetings shall be placed before the Board. Matters arising from SEMC meetings and requiring Board’s attention / approval shall be placed in the form of notes to the Board by / through MD, backed by comprehensive background information.

Agenda items of SEMC shall be backed by comprehensive notes from the concerned SEMC Member / Invitee. The SEMC shall meet at least once a month.

The primary role of the Chairperson of the Company is to provide leadership to the Board, support management of critical external relationships including shareholder issues. Chairperson will preside over the Board Meetings and will lead and assist the Board in setting and realising the Company’s strategic Vision and related short and long term goals. 

The Chairperson shall be responsible for the working of the Board, for its balance of membership (subject to Board and Shareholder approvals) and for ensuring that all directors are enabled and encouraged to play a full part in the activities of the Board. The Chairperson will also preside over the General Meetings of the shareholders.

The MD will carry the overall responsibility for the strategic and executive management of the Company and accordingly will head the SEMC. The primary role of MD is to provide leadership to the SEMC for realising Company goals in accordance with the charter approved by the Board. He will be responsible for the working of the SEMC, ensuring that all relevant issues are on the agenda, that all SEMC members are enabled and encouraged to play a full part in its activities.

The MD will be responsible to ensure that the SEMC functions in accordance with the Company’s Governance policies, and in compliance with Board directives with guidance from the Chairperson of the Company, wherever necessary. 

In respect of the functions / units which directly report to the MD, he will have the responsibility of Line SEMC Member.

The MD shall ensure that the Board is kept informed on all matters of importance to enable it to discharge its role and responsibilities.

a) As a member of the SEMC, contribute to the strategic and executive management of the Company within Board approved direction / framework.

 

b) As SEMC Member accountable for units / functions (Line SEMC Member), assume responsibility for its strategic and executive management, including governance processes and senior management effectiveness.

 

c) As SEMC Member accountable for a wholly owned subsidiary, or its wholly owned subsidiary (Line SEMC Member), at all times, exercise independent judgement and application of mind in the interest of the company and its shareholders.

Prathivadibhayankara Rajagopalan Ramesh Chairperson
Kamal Bali Member
Mukesh Gupta Member
Ashish Thakar Permanent Invitee
Amit Chandak Permanent Invitee
Representative of Statutory Auditors Permanent Invitee
Diwaker Dinesh Secretary to the Committee

Sanjiv Puri Chairperson
Indu Bhushan Member
Anil Chadha Member
Vrinda Sarup Member
Diwaker Dinesh Secretary to the Committee

Vrinda Sarup Chairperson
Sanjiv Puri Member
Prathivadibhayankara Rajagopalan Ramesh Member
Diwaker Dinesh Secretary to the Committee

Tablesh Pandey Chairperson
Indu Bhushan Member
Rajendra Kumar Singhi Member
Diwaker Dinesh Secretary to the Committee

Kamal Bali Member
Indu Bhushan Member
Mukesh Gupta Member
Prathivadibhayankara Rajagopalan Ramesh Member
Vrinda Sarup Member

Supratim Dutta Chairperson
Anil Chadha Member
Mukesh Gupta Member
Ashish Thakar Member
Amit Chandak Secretary to the Committee

Code of Conduct

Applicable to all directors, senior management and employees of the company

ITC Hotels Limited (‘ITCHL’)'s Code of Conduct (‘Code’) is derived from three interlinked fundamental principles, viz. good corporate governance, good corporate citizenship and exemplary personal conduct in relation to the Company's business and reputation. 

ITCHL is a professionally managed organisation and the core value underlying its Corporate Philosophy is "Ethical Leadership". Employees of the organisation believe that as professionals, they build "trust" among all stakeholders by displaying Integrity, Accountability, and Responsible Stewardship in their actions. It is therefore expected that each employee shall act responsibly to ensure that the organisation is managed in a manner that protects and furthers the interests of its stakeholders. ITCHL recognises society as an important stakeholder and therefore it is part of its responsibility to practice good corporate citizenship.

 

ITCHL also believes that in order to serve the interests of stakeholders, it must operate with dynamism and vitality.

 

ITCHL's Code of Conduct is based on trust and is founded on the Company's core values which promotes a customer-focused, high-performance culture, creating value for all its stakeholder.

The Corporate Governance Policy of the Company is the apex level document 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. The Code forms an integral part of the Company's Corporate Governance Policy. The Directors, Senior Management and employees must adhere to the Corporate Governance Policy of the Company.

 

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 ITCHL's HR philosophy - trust, teamwork, mutuality and collaboration, meritocracy, objectivity, self-respect and human dignity. Indeed, these values form the basis of Company’s HR management systems and processes. In areas such as selection and recruitment, meritocracy will be the only criterion and all managers will scrupulously avoid any consideration other than merit and suitability. Performance management systems including appraisals, remuneration and rewards will focus on meritocracy, equity and upholding of Company’s values.

 

ITCHL believes that all employees are important stakeholders in the enterprise and it is imperative to build a culture of mutual trust & respect, interdependence and meaningful engagement. This approach helps in building, strengthening and sustaining harmonious employee relations across the organisation. 

 

ITCHL also believes in a "No Child Labour and No Forced Labour" policy. The appropriate systems and processes are in place to ensure compliance with this Policy and applicable statutory provisions, including redressal of grievances, if any, in this regard. 

 

  • A Gender Friendly Workplace

 

As a good corporate citizen, ITCHL is committed to a gender friendly workplace. It seeks to enhance equal opportunities for all genders, 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.

ITCHL maintains an open door for reportees; encourages employees to report any harassment concerns and is responsive to employee complaint(s) about harassment or other unwelcome or offensive conduct. Committees have been constituted across locations to enquire into complaints and to recommend appropriate action, wherever required. Necessary disclosures in relation to the sexual harassment complaints received and redressal thereof are provided in the Report and Accounts of the Company.

 

ITCHL 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 and giving gifts & presents of more than a nominal value, gratuity payments, bribes and other payments from and to suppliers and customers will be viewed as a serious breach of discipline.

 

Transactions with suppliers and customers shall be strictly within the prevailing Governance framework. All agreements entered into by the Company shall have an appropriate clause in this regard.

 

  • Legal Compliance

 

It is the Company's policy to fully comply with all the applicable laws and regulations. All Directors, Senior Management and employees shall comply with the applicable laws. The Company cannot accept practices that are unlawful or may be damaging to its reputation. Ensuring legal and regulatory compliance is the responsibility of the Head of respective Unit. The Strategic and Executive Management Committee (‘SEMC’) must satisfy itself that sound and adequate arrangements exist to ensure compliance with the statutory and regulatory requirements impacting the Business, and identify & respond to developments in the regulatory environment relevant to the Business. In the event the implication of any law is not clear, the Company's Legal Department shall be consulted for advice.

 

Monthly statutory compliance reports from the Corporate Departments and Units of the Company shall be placed before the SEMC and the Board of Directors of the Company (‘Board’), highlighting the non-compliances, if any, along with related action plan.

 

  • Health and Safety

 

The Company attaches great importance to a healthy and safe work environment. ITCHL is committed to provide good physical working conditions and encourages that high standard of hygiene and housekeeping are maintained. Particular attention should be paid to training of employees to increase safety awareness and adoption of safe working methods, designed to prevent serious or fatal accidents. Employees shall diligently comply and practice the health and safety policies and practices of the Company.

 

Periodic as well as episodic internal and external health and safety audits shall be conducted. Findings of such audits with action plans, if any, shall be presented to the SEMC. Reports on accidents shall be placed before SEMC and the Board.

 

  • 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 Unit to fully demonstrate this commitment. 

 

In addition to complying with the applicable laws and regulations, necessary procedures are in place for assessing the environmental impact of the Company’s present and future activities and Best Practices are adopted in environmental policies and procedures, and employees follow such policies and procedures diligently.

 

All Directors, Senior Management and employees have the obligation to conduct themselves in an honest & ethical manner and with integrity, and act in the best interest of the Company at all times. They are expected to demonstrate exemplary personal conduct in relation to the Company's business and reputation 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. Conflict of interest may arise when (a) an employee or a family member (family member includes spouse, children, siblings and parents) has a material interest in an entity that has a business relationship with the Company or is being evaluated for a commercial transaction, or 

(b) an employee is in a position to benefit someone with whom he / she has a close relationship, in relation to the Company's business. However, this is an area in which it is not possible to provide comprehensive guidance but the guiding principle is that conflict, if any, or any potential conflict must be disclosed to higher management for guidance and action as appropriate.

 

Where situations of conflict of interest arise, the same should immediately be brought to the notice of the Head of Finance and the Head of Human Resources of the Company.

 

In scenarios of conflict of interest, apart from informing the relevant managers, the employee must maintain objectivity in his / her decision making, carry out rigorous due diligence, and always maintain the primacy of the Company's interests.

 

Recruitment of spouse / children of any existing employee in the Company shall require prior approval of the SEMC and / or the Board, as necessary in terms of the Corporate Governance Policy of the Company. Disclosure of such relationship is provided for in the application form which is required to be completed at the time of recruitment. In all such cases, it shall be ensured that the new entrant is not positioned in roles that may create potential conflict of interest between his / her personal and professional matters, in view of his / her relationship with the existing employee.

 

  • Anti-Bribery and Corruption

 

ITCHL believes in conducting its business in a transparent manner and does not indulge in bribery or corruption.

 

  • Hospitality and Gifts

 

Hospitality and gifts are sometimes exchanged during the course of business as social and customary gestures. These are infrequent, nominal in nature and not excessive.

 

However, considering that exchange of gifts and hospitality could become a source of conflict of interest, due care must be taken to ensure that it is done sparingly and with reasonableness.

 

In the event employees require any clarification about the reasonableness of a gift or hospitality, they must consult Head of Human Resources of the respective Unit / the Head of Human Resources of the Company.

 

  • 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, approval mechanism and involvement of more than one manager in key decisions and maintaining supporting records. Where relevant, it is encouraged to voluntarily ensure that all areas 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, including unpublished price sensitive information, gained in the course of employment / association with the Company for their 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 of the Company.

 

  • Dealing in Securities of the Company

 

Employees and their Immediate Relatives shall not enter into any derivative transactions with respect to the shares of the Company. 

 

Employees and their Immediate Relatives shall not buy and / or sell any share of the Company in excess of 5,000 shares in aggregate in a calendar quarter, other than exercise of Options under Company’s Employee Stock Option Scheme(s) and sale of shares acquired upon such exercise of Options. 

 

  • 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. ITCHL's Directors, Senior Management and employees must constantly reinforce, through their actions and behaviour, that ITCHL's stated beliefs of responsible corporate citizenship are rooted in individual conviction and personal integrity.

Waiver of any provision of the Code must be placed for approval before the Board / SEMC, as appropriate.

 

In addition to the above, Independent Directors of the Company are also required to comply with their duties laid down under Schedule IV to the Companies Act, 2013, as detailed in the Annexure.

Instances of non-adherence to the requirements relating to the Code shall be dealt with by the Company through an appropriate internal mechanism. Employees may bring to the notice of the Whistleblower Complaints Committee, any 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, that could adversely impact the Company's operations, business performance and / or reputation.

 

The Code will be shared with all existing employees as on 1st January, 2025, and also with the employees joining the Company thereafter; a copy will be signed by them affirming compliance with the Code. In addition, all Directors and Senior Management shall affirm compliance with the Code on an annual basis. Further, the Code will also be shared with the existing employees periodically and their affirmation will be taken to reinforce the Code and ensure its Company-wide implementation.

 

The Head of Human Resources of the respective Units / Head of Human Resources of the Company, as applicable, will address any queries from employees pertaining to the Code. All employees are expected to keep themselves abreast of the updates, if any, made to the Code.

 

‘Senior Management’ shall mean (i) the SEMC Members, (ii) Chief Financial Officer, (iii) Company Secretary, (iv) Managers at Grade 20 and above (including equivalent Grades), and (v) such other managers as may be determined by the Nomination and Remuneration Committee / the Board. 

 

'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.

 

The Code will be posted on the Company’s website www.itchotels.com

 

In the event of any inconsistency between the Code and the applicable laws, the applicable laws will prevail. Any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the terms of the Code, shall be deemed to have been incorporated in the Code.

 

The Code will be reviewed and / or modified by the Board as and when deemed necessary.

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