Together good things happen - Airtel

GOVERNANCE PHILOSOPHY
Corporate governance involves a set of relationships between
a Company’s management, its board, its shareholders and
other stakeholders. It provides structure to set the objectives,
the means to attain them and monitor the performance. It is a
commitment to the business ethics and values and not
limited to compliances and transparency. Sound corporate
governance helps companies in taking informed business
decisions together with earning trust of all stakeholders.
The governance principles may vary from company to
company and country to country, but the ultimate objectives
remain constant - the commitment to manage business in
most transparent manner, maximise the long-term value for
shareholders and protect the interest of all stakeholders. In
India, clause 49 of the listing agreement with the stock
exchanges and the Ministry of Corporate Affairs’ detailed
Voluntary Corporate Governance Guidelines define the role
and responsibilities of the Board towards greater disclosure
of the information to shareholders.
Bharti Airtel believes in maintaining the highest standards of
corporate governance. It ensures compliance to applicable
laws, rules, regulations and guidelines - in letter and spirit. It
benchmarks, evaluates, updates its governance principles
and guidelines from time-to-time in order to maintain
transparency and trustworthiness.
Corporate governance practices at Bharti Airtel aim at the
following:
• Compliance with regulatory and fiduciary requirements;
• Complete and timely disclosure of relevant financial and
operational information to the Board, enabling it to play
an effective role in strategic guidance;
• Adoption of policy on tenure of directors, rotation of
auditors and a code of conduct for directors and senior
management;
• Creation of various committees for audit, senior
management compensation, HR policy and management
compensation, employee stock option plans and investor
grievance;
• Practice of an informal meeting of independent directors
prior to the commencement of every board meeting
without the presence of any non-independent/executive
director to raise and discuss important issues that they
would like to be addressed at the board meeting;
• A formal induction schedule for new members that
enables them to meet individually with the top
management team;
• Reviewing regularly and establishing effective meeting
practices that encourage active participation and
contribution from all members;
• Independence of directors in reviewing and approving
corporate strategy, major business plans and activities as
well as senior management appointments; and
• Well defined corporate structure that establishes checks
and balances and delegates decision making to
appropriate levels in the organisation.
CORPORATE GOVERNANCE RATING
CRISIL has assigned Governance and Value Creation (GVC)
rating “CRISIL GVC Level 1” to the corporate governance and
value creation practices of the Company. The rating reflects
Company’s commitment towards its stated objective of value
creation for all its stakeholders while preserving the high
standards of ethics and governance. Bharti Airtel treats
corporate governance as a process of moving upwards and
aims to benchmark itself with the best practices in India and
abroad in order to maintain the highest rating.
BOARD OF DIRECTORS
Composition of the Board
Company’s Board is an optimum mix of executive, nonexecutive
and independent directors, which is in compliance
with the listing agreements, FDI guidelines, other statutory
provisions and terms of the shareholders’ agreement. On
April 28, 2010 i.e. the date of this report, the Board
comprised of sixteen members, two of whom including
Chairman are whole-time directors, six are non-executive and
eight are independent non-executive directors. In terms of
the Policy on Independent Directors adopted by the
Company, Bashir Currimjee, independent director would
retire from the Board effective April 28, 2010 from the
conclusion of the board meeting. In addition, Mauro
Sentinelli, independent director has also submitted his
resignation effective April 28, 2010 from the conclusion of
the board meeting due to his other commitments. Due to
retirement of Bashir Currimjee and resignation of Mauro
Sentinelli, the number of independent directors on the Board
of the Company would fall below fifty percent. The Company
will appoint two independent directors in place of the
outgoing directors in compliance with clause 49 of the listing
agreement within a statutory period of 180 days.
A detailed profile of each of our present directors of the
Company is included in this annual report and is also available
in the Investor Relations section of our website,
‘www.airtel.in’.
The members of our Board are from diverse backgrounds
with skills and experience in critical areas like technology,
finance, entrepreneurship and general management. Many
of them have worked extensively in senior management
positions in global corporations and a few are industrialists of
repute with knowledge of the Indian business environment.
The Board reviews its strength and composition from time to
time to ensure that it remains aligned with the business and
statutory requirements.
As per the Company’s governance policy, the selection of a
new board member is the responsibility of the entire Board
and all the appointments are made with its unanimous