A key reshuffle is taking place on the ITC Ltd board. The non-executive director strength on the board of the company is also being increased by one. Unit Trust of India executive director Brij Gopal Daga has joined the board of ITC Ltd as non-executive director representing the financial institution, with effect from July 28. His appointment takes the total number of non-executive directors to 10 from nine, as former UTI nominee Basudeb Sen has been re-appointed as a non-executive director of the company for a period of three years with effect from August 27, 2000 to August 26, 2003. But what is more significant is that Sen, who has recently left UTI and has taken over the reins as chairman-cum-managing director of the Calcutta-based financial institution Industrial Investment Bank of India, will now continue on the ITC board in his individual capacity. IIBI does not directly hold any shares of ITC Ltd. Sen's period of office shall be liable to determination by retirement of directors by rotation. Sen had been appointed a non-executive director of the ITC at the AGM held on August 27, 1997 as representative of UTI for a period of lContinued on Page 10 three years, and his present term of appointment expires on 26 August, 2000. Sen's reappointment despite his leaving UTI is also indicative of the fact that ITC values the contribution he made to it while he was on the board as a UTI nominee, sources said. Besides Daga and Sen, other non-executive directors on board are the IFCI director Tapan Ganguli, BAT nominee C R Green, K P Narsimhan, P B Ramanujam, Antonio Americo de Figueiredo Rodrigues, Ram S Tarneja, Rangarajan Vasudevan and Balakrishnan Vijayraghavan. Fulltime executive directors on the company's board include the chairman Y C Deveshwar, Biswadev Mitter, S S H Rehman and Anup Singh.Other non-executive directors who have been given a three-year extension for the same period include B Vijayaraghavan and Ram S Tarneja. Two full time executive directors S S H Rehman and Anup Singh have been re-appointed with effect from November 21, 2000 for a period of three years or upto the date of retirement whichever is earlier. It has been decided that the non-executive directors be paid for the financial year ending March 31, 2001 an amount not exceeding one per cent of the net profits of the company in addition to the fee for attending the meetings of the board or any committee, to be divided amongst the directors in such a manner as the board may determine. In case of default, none of the directors shall receive individually a sum exceeding Rs 3 lakh. Recently, ITC Ltd had hammered out a corporate governance code which rests on four principles such as trusteeship, transparency, empowerment and control. The principle of trusteeship recognises that large corporations have both an economic and social purpose thereby casting the responsibility on the boiard of directors to protect and enhance shareholder value as well as fulfil obligations to other stake holders.