ITT Corporation

Corporate Governance

Governance Principles

Principles & Charters

Details on ITT's corporate governance principles, charters for the board's standing committees, and policies regarding related party transactions can be found at the links below.

Governance Changes

ITT shareholders approved an important governance change in 2008. The Restated Articles of Incorporation now authorize the company's by-laws to provide for majority voting. The by-laws establish a majority vote standard for director elections that requires directors to provide a written letter of resignation to the Board's Nominating and Governance Committee if they don't win a majority of shares voted in uncontested elections. More information on this process is described in the Board's Corporate Governance Principles. The majority vote standard contributes to shareholder confidence in the makeup of the ITT Board of Directors. The company, upon the recommendation of the Compensation and Personnel Committee, also adopted a recoupment policy for senior executive performance-based compensation to recover performance-based compensation from the senior executive if the Board of Directors determines that fraud or misrepresentation caused or contributed to the need for a material restatement of ITT's financial results.

ITT has a system of processes and controls designed to help us operate according to the highest governance principles. Through self-assessments, internal controls and open channels of communication, we have created a series of checks and balances to ensure that we aren't taking any shortcuts on our road to premier performance.

Transparent Communications

ITT provides stakeholders with a steady flow of communications about the company's direction, decisions and priorities. Our Corporate Governance Principles and charters and our updated Code of Conduct are publicly accessible online.

Employees have access to company policies, the ITT Code of Conduct and much more through an intranet portal, and are informed of company decisions through regular print and Web newsletters and memos. Shareholders and other external audiences can learn about ITT through webcasts, investor conferences, earnings calls, the ITT website, news releases, our annual report to shareholders, and this annual Corporate Responsibility Report.

Interested parties can contact a Board member or the directors as a group by placing a sealed letter in a larger envelope and mailing it to the Corporate Secretary, ITT Corporation, 1133 Westchester Ave., White Plains, NY 10604. The Corporate Secretary will forward the sealed envelope to the designated recipient.