Together good things happen - Airtel

g) Tenure of independent directors as chairman on board
committees is as follows:
• For the chairmanship of the audit committee - three
terms of three years each;
• For the chairmanship of the HR committee - two
terms of two years each;
• For lead independent director - two terms of two
years each.
The Company has adopted a practice of taking selfdeclaration
annually and at the time of appointment from the
independent directors to the effect that they qualify the test
of independence as laid down under clause 49 of the listing
agreement. In addition, the Company also ensures that the
directors meet the above eligibility criteria. All such
declarations are placed before the Board for information.
Roles and Responsibility of Independent Directors
• To provide entrepreneurial leadership within a framework
of prudent and effective controls;
• To evaluate and review the management’s strategic,
financial and business plans (“Plans”);
• To review and note the Company’s risk management
framework and its adequacy as well as regular update on
the effectiveness of implementation;
• To monitor corporate performance against the Plans
including the adequacy of resources (human and
financial) to meet the objectives;
• To help ensure ethical behavior and compliance with laws
and regulations, accounting and auditing principles and
the Company’s own governance documents;
• To meet with the statutory and internal auditors to ensure
their independence and effectiveness of the audit system;
• To perform other functions prescribed by law or regulation
or assigned to the Board in the Company’s organisational
documents.
Lead Independent Director
Since Bashir Currimjee would retire w.e.f. the conclusion of
the board meeting dated April 28, 2010, Mr. N. Kumar has
been designated as lead independent director in his place
w.e.f. April 28, 2010. In addition to the roles and
responsibilities of an independent director, the lead
independent director is entrusted with the following
responsibilities:
• Preside over all deliberation sessions of the independent
directors;
• Provide objective feedback of the independent directors
as a group to the Board on various matters including
agenda and other matters relating to the Company;
• Undertake such other assignments, as may be requested
by the Board from time to time.
Meeting of Independent Directors
All independent directors meet separately prior to the
commencement of every board meeting, on their own,
(without the presence of any non-independent/executive
directors or representatives of management) to discuss and
form an independent opinion on the agenda items and other
board related matters. The independent directors also meet
internal and statutory auditors periodically without the
presence of management to ensure their independence and
proper discharge of duties by them.
Board Meetings Schedules and Agenda
Bharti Airtel Annual Report 2009-10
The calendar for the board and committee meetings as well as
major items of the agenda are fixed in advance for the whole
year. As a broad principal, generally board meetings are held
within 45 days from the close of the quarter in a manner that it
coincides with the announcement of quarterly results. In case
of urgent necessity, additional board meetings are also called.
Generally, the board meetings are held at the registered office
in New Delhi, India. The time gap between two meetings does
not exceed 4 months. The tentative dates of the board
meetings in which financial results would be considered in the
ensuing year are also disclosed later in the report.
The audit, HR and ESOP compensation committee meetings
are also held on the same day of the board meeting, prior to
the board meeting. To ensure an immediate update to the
Board, the Chairman of the respective committee briefs the
Board about the proceedings of the respective committee
meetings.
The Group General Counsel & Company Secretary in
consultation with the Chairman finalises the agenda for every
board and board committee meeting. Detailed agenda along
with explanatory notes and annexures, as applicable, are
circulated well in advance to all the board members /
respective committee members. In special and exceptional
circumstances, additional or supplementary item(s) on the
agenda are permitted to be taken up as ‘any other item’.
Sensitive and confidential subject matters are discussed at the
meeting without written material being circulated in advance.
Before every board meeting, as a process, the management
also invite proposals from independent directors for
discussion/deliberation at the meeting(s). The items
suggested by the members are included in the agenda of the
meeting.
Generally, the meetings are attended by the members in
person, but in case it is not possible for the members to
attend the meeting in person, they are also allowed to attend
through audio / video conference. The Group CFO, CEO (India
& South Asia), CFO are the permanent invitees to the board
meeting. Besides functional heads of various business
segments / functions, other senior management members
are also invited at the board meetings to present their reports
on their respective items being discussed at the meeting.
During the financial year 2009-10, the Board met six times i.e.
April 29, 2009, July 22 and 23, 2009, October 29 and 30,
2009, January 21 and 22, 2010, February 12, 2010 and March
20, 2010.
The number of meetings attended by each board member is
given in the previous section of the report.
Information available to the Board
The Board has complete access to all the relevant information
within the Company and all its employees. The information
regularly supplied to the Board specifically includes:
• Annual operating plans, capital budgets and updates
therein;
49