Together good things happen - Airtel

Code of Conduct
The Board has laid down a Code of Conduct for all directors
and senior management personnel of the Company, which is
also available on the website of the Company at
www.airtel.in. The Code is applicable to all the board
members and direct reportees of the Chairman and
Managing Director, CEO (International) & Joint Managing
Director and CEO (India & South Asia) at senior management
levels. The Code is circulated annually to all board members
and senior management and the compliance of the same is
affirmed by them annually. A declaration signed by the CEO
(International) & Joint Managing Director and CEO (India &
South Asia) affirming compliance with the Code of Conduct
by the Board and senior management is appended as
Annexure B at the end of this report.
In addition, to the above referred Code of Conduct, the
Company has also laid down a Code of Conduct for all the
employees of the Company. All employees are expected to
confirm compliance to the Code annually. Regular training
programs are conducted by senior management, across
locations to explain and reiterate the importance of
adherence to the Code.
In compliance with the provisions of clause 49 of the listing
agreement, the Company also procures a quarterly disclosure
of all material financial and commercial transaction by the
senior management with the Company. As per the
confirmation received, none of the senior management
employees had entered into any material financial
commercial transactions (excluding purchase or sale of
shares) with the Company that could have a potential conflict
of interest.
BOARD COMMITTEES
In compliance with the listing agreement requirements (both
mandatory and non-mandatory), the SEBI Regulations, and
to focus effectively on the issues and ensure expeditious
resolution of the diverse matters, the Board has constituted
various committees with specific terms of reference and
scope. The committees operate as empowered agents of the
Board as per their charter/terms of reference. Constitution
and charter of the board committees is also available on the
website of the Company at www.airtel.in.
The details of the committees constituted by the Board are
given below:
Audit Committee
Composition, Meeting and Attendance
The audit committee comprises of six members, all of whom
are non-executive directors and four of whom are
independent. The Audit Committee Chairman, N. Kumar is an
independent director and has sound financial knowledge as
well as many years of experience in general management.
Majority of the audit committee members, including the
Chairman, have accounting and financial management
expertise. Composition of the audit committee meets the
requirements of section 292A of the Companies Act, 1956
and clause 49 of the listing agreements.
The Company Secretary is the secretary to the Committee.
The CEO (International) & Joint Managing Director, CEO
(India & South Asia), Group CFO, Chief Financial Officer,
Director – Internal Assurance, Corporate Director – Finance,
statutory auditors and the internal auditors are permanent
invitees. To ensure proper internal control at each audit
committee meeting, the Committee invites the head of one
of the functions to make a brief presentation on action plans
to improve the level of internal control. In addition, other
senior management members are also invited to the
committee meetings to present reports on the respective
items being discussed at the meeting from time to time.
During the financial year 2009-10 the audit committee met
four times i.e. on April 29, 2009, July 22, 2009, October 29,
2009 and January 21, 2010. Time gap between any two
meetings was less than four months. Meetings were
generally held in New Delhi.
The audit committee has adopted a practice of holding a
conference call a week before every regular audit committee
meeting to discuss routine internal audit issues so that
reasonable time could be devoted to major issues in the
regular audit committee meeting. During the financial year
the Committee met three times through the conference call
i.e. April 24, 2009, October 23, 2009 and January 15, 2010.
The composition and attendance of members at the
committee meetings held during the financial year 2009-10,
are given below:
Member director Number of meetings attended
N. Kumar (Chairman) 4
Ajay Lal 4
Arun Bharat Ram 3
Pulak Chandan Prasad 4
Rakesh Bharti Mittal 4
1
Quah Kung Yang 2
2
Tan Yong Choo 1
1. Ceased to be a member of the Committee w.e.f. January 21, 2010
2. Appointed as member of the Committee w.e.f. January 21, 2010
Key Responsibilities
Key responsibilities of the audit committees are as follows:
• Supervision of the Company’s financial reporting process
and the disclosure of its financial information to ensure
that the financial statements are correct, sufficient and
credible;
• Recommending to the Board, the appointment,
re-appointment and, if required, the replacement or
removal of the statutory auditor, internal auditors and the
determination of their audit fees;
• Approval of payment to statutory auditors for any other
services rendered by them;
• Reviewing, with the management, annual financial
statements before submission to the Board for approval,
with particular reference to: