Together good things happen - Airtel

directors will be entitled to commission in the following
manner w.e.f financial year 2010-11:
• Non-executive directors
– USD 50,000 per annum for directors not residing in
India
– Rs 2,500,000 per annum for directors residing in India
• Independent non-executive directors
– USD 75,000 per annum for directors not residing in
India
– Rs 3,500,000 per annum for directors residing in India
• Audit Committee Chairman is entitled to an additional
commission of USD 10,000 per annum if not residing in
India and Rs 500,000 per annum if residing in India.
The payment of commission will be linked to the number of
meetings attended by each director. In addition, the
independent directors will also be entitled to a sitting fee of
Rs 20,000 per board / board committee meeting.
As per statutory requirements, appropriate shareholder
approval is being sought on the matter at the ensuing annual
general meeting of the Company.
The details of the remuneration paid by the Company to all directors during the financial year 2009-10 are as under:
Name of Director Sitting Fees Salary and Performance Perquisites Commission
(Amount in Rs)
Total
allowances linked incentive
Executive directors
Sunil Bharti Mittal - 76,705,764 157,300,000 878,700 - 234,884,464
Manoj Kohli - 26,751,133 18,524,564 - - 45,275,697
Non-executive directors
Akhil Gupta - - 2,784,274* - - 2,784,274
Chua Sock Koong - - - - - -
Paul O’Sullivan - - - - - -
Quah Kung Yang - - - - - -
Rajan Bharti Mittal - - - - - -
Rakesh Bharti Mittal - - - - - -
Independent directors
Ajay Lal 80,000 - - - 1,317,745 1,397,745
Arun Bharat Ram 60,000 - - - 1,329,900 1,389,900
Bashir Currimjee 70,000 - - - 2,233,300 2,303,300
Craig Edward Ehrlich 50,000 - - - 2,257,000 2,307,000
Mauro Sentinelli 70,000 - - - 2,135,000 2,205,000
N. Kumar 70,000 - - - 1,773,200 1,843,200
Nikesh Arora 20,000 - - - 2,237,245 2,257,245
Pulak Chandan Prasad 60,000 - - - 2,233,300 2,293,300
Total 480,000 103,456,897 178,608,838 878,700 15,516,690 298,941,125
* Includes PLI paid in excess of provision made for financial year 2008-09
• The salary and allowance includes the Company’s contribution to the Provident Fund. Liability for gratuity and leave encashment is provided on actuarial basis for
the Company as a whole, the amount pertaining to the directors is not ascertainable and, therefore, not included
• The value of perquisites is calculated as per the provisions of the Income Tax Act, 1961. The above payments were subject to applicable laws and deduction of tax at
source
• During the year, Manoj Kohli was granted 91,400 stock options under the ESOP Scheme 2001 and ESOP Scheme 2005 as under:
- 11,400 stock options were granted on July 1, 2009 at a discounted exercise price of Rs. 402.5 per option, which will vest over a period of 3 years in equal
proportion
- 80,000 stock options were granted on August 1, 2009 at a discounted exercise price of Rs. 5 per option with differential vesting period spread over 4 years
The options can be converted into equity shares either in full or in tranches at any time upto 7 years from the grant date. The unexercised vested options can be
carried forward throughout the exercise period. The options which are not exercised will lapse after the expiry of the exercise period
No other director has been granted any stock option during the year
• The Company has entered into contracts with the executive directors i.e. Sunil Bharti Mittal and Manoj Kohli, each dated October 3, 2006 and August 1, 2008,
respectively. These are based on the approval of the shareholders obtained through postal ballot. There are no other contracts with any other director
• No notice period or severance fee is payable to any director
Bharti Airtel Annual Report 2009-10
51