ITC extends chairman Deveshwar's tenure by 2 years, shareholder nod pending

Diversified conglomerate ITC has extended the tenure of chairman Yogesh Chander Deveshwar by two years. A resolution in this regard will be placed before the shareholders for approval at the forthcoming annual general meeting (AGM).

The AGM notice stated given the increasing size and complexity of the organisation, the Nomination & Compensation Committee and the board were of the view that it would be in the best interest of the company for Deveshwar to continue in his capacity as the chairman for some more time.

The board at a meeting on May 16, 2018, sought approval of the members for the re-appointment of Deveshwar as the chairman and non-executive director of the company from February 5, 2020, to February 3, 2022.

Deveshwar, at the request of the recommendation committee, accepted the decision. He would also play mentor to the executive management for an orderly transition.

Earlier, at the AGM of 2016, shareholders had approved his appointment for a period of three years with effect from February 5, 2017.

Again, at last year’s AGM, shareholders had agreed on additional remuneration and benefits for Deveshwar in view of his enlarged role.

In terms of the recently notified Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, consent of shareholders by way of special resolution is required if the remuneration payable to a single non-executive director in that year exceeds 50 per cent of the aggregative remuneration payable to all the non-executive directors taken together.

Accordingly, ITC is seeking shareholders' approval once again for the additional remuneration and benefits. The monthly remuneration is Rs 10 million apart from other perks.

ITC started writing the transition script early as Deveshwar's successor had big shoes to fill. When Deveshwar took over as the executive chairman, the revenue of the company was less than Rs 52 billion and profit before tax was Rs 4.52 billion. Today, the figures have grown to Rs 464 billion and Rs 179 billion, respectively.

Last February, when Deveshwar slipped into a non-executive role, ITC split the portfolio of the CEO and chairman for the first time. Sanjiv Puri was elevated as the CEO and ED.

Again in May this year, Puri was re-designated as the company's managing director. The resolution will be placed before shareholders at the AGM.

ITC Limited