Together good things happen - Airtel

• Quarterly results for the Company and its operating
divisions or business segments;
• Minutes of meetings of the board and board committees,
resolutions passed by circulation and board minutes of
the subsidiary companies;
• Information on recruitment/remuneration of senior
officers just below board level;
• Material important show cause, demand, prosecution
notices and penalty notices, if any;
• Fatal or serious accidents, dangerous occurrences, any
material effluent or pollution problems, if any;
• Material default in financial obligations to and by the
Company or substantial non-payment for services
provided by the Company;
• Issue which involves possible public or product liability
claims of substantial nature, if any;
• Details of any acquisition, joint venture or collaboration
agreement;
• Transactions involving substantial payment towards
goodwill, brand equity or intellectual property;
• Human resource updates and strategies;
• Sale of material nature, of investments, subsidiaries,
assets, which is not in the normal course of business;
• Quarterly treasury reports including details of foreign
exchange exposures and the steps taken by management
to limit the risks of adverse exchange rate movement, if
material;
• Quarterly compliance certificates with the ‘Exceptions
Reports’ which includes non-compliance of any
regulatory, statutory nature or listing requirements and
shareholders service;
• Disclosures received from directors;
• Proposals requiring strategic guidance and approval of
the Board;
• Related party transactions;
• Regular business updates;
• Update on Corporate Social Responsibility activities;
• Significant transactions and arrangements by the
subsidiary companies;
• Report on action taken on last board meeting decisions.
Induction Process for Board Members
The Company has a formal induction process for newly
appointed board members so as to familiarise them with the
corporate philosophy and governance principles of the
Company. Induction program is organised for two days in
which the meetings are set up with the group directors,
corporate directors and business heads for better
understanding of the business, its operations and its
segments. Newly appointed board members are given
orientation on the services, group structure, policies and
processes adopted by the Company for attainment of its
objectives
Directors’ Remuneration
The remuneration paid to the executive directors is
recommended by the HR committee and approved by the
Board of directors within the limits approved by the
shareholders.
The remuneration of executive directors has two
components: fixed pay and variable pay (performance linked
incentive). While the fixed pay is paid to the directors on a
monthly basis, the performance-linked incentive is payable
on the basis of the performance of the individual director at
the end of the year, after approval of the financial statements.
The performance targets i.e. the key result areas, together
with performance indicators for the executive directors, are
based on the balanced score card and are finalised at the
beginning of the year. At the end of the year, after the results
are announced, the HR committee evaluates the performance
of each of these senior executives against the targets set and
recommends the performance linked incentive for each of
them to the Board for payment.
The independent non-executive directors are paid sitting fees
within the limits that could be paid without the approval of
the Central Government, for attending the board/committee
meetings. Further, a commission, duly approved by the
shareholders, not exceeding 1% of the net profit of the
Company calculated as per the Companies Act, 1956 is also
payable to the independent non-executive directors on
annual basis. Compensation of independent non-executive
directors is linked with the number of meetings attended by
the respective director during the financial year.
As per the policy approved by the Board in their meeting held
on April 29, 2009, subject to availability of sufficient profits
with an overall ceiling of 1% of net profits, the independent
directors are eligible for the following commission effective
financial year 2009-10:
• Resident Indian directors USD 30,000 per annum
• Non-resident directors USD 50,000 per annum
• Audit Committee Chairman is entitled to an additional
commission of USD 10,000 per annum
In addition, the independent non-executive directors are also
paid sitting fees as follows:
• Rs 10,000 for attending each meeting of the board of
directors
• Rs 10,000 for attending all the meetings of board
committees at one occasion
The non-executive directors, Rakesh Bharti Mittal, Rajan
Bharti Mittal and Akhil Gupta, representing the key
shareholder Bharti Telecom and Chua Sock Koong, Tan Yong
Choo and Lim Chuan Poh representing Singtel were not
entitled to any remuneration or reimbursement of any
expenses during the previous year.
In the board meeting held on April 27, 2010, subject to the
approval of the shareholders, the Board has approved a policy
on payment to non-executive directors. As per the proposed
policy, subject to the availability of sufficient profit and an
overall ceiling of 1% of the net profit, all the non executive