Together good things happen - Airtel

Key Responsibilities
Key responsibilities of the HR committee are as follows:
Besides remuneration packages and other benefits of the
executive directors, the HR committee also oversees the
functions related to human resource matters of the
Company. The key responsibilities of the HR committee
include the following:
• Recruitment and retention strategies for employees;
• Employee development strategies;
• Compensation (including salaries and salary adjustments,
incentives/benefits bonuses) and performance targets for
the Chairman and Managing Director, CEO (International)
& Joint Managing Director;
• All human resource related issues;
• Other key issues/matters as may be referred by the Board
or as may be necessary in view of clause 49 of the listing
agreement or any other statutory provisions.
ESOP Compensation Committee
Composition, Meeting and Attendance
In terms of the requirement of SEBI (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines,
1999, the Company has constituted the ESOP Compensation
Committee. Till April 28, 2010 i.e. the date of this report, the
ESOP Compensation Committee comprises of six nonexecutive
directors, four of whom are independent. The
Chairman of the Committee is a non-executive director. As
stated above in the Board of directors’ section, Bashir
Currimjee and Mauro Sentinelli would cease to be the
directors and thereby the members of the ESOP
Compensation Committee also w.e.f conclusion of the board
meeting on April 28, 2010. Accordingly, the constitution of
the ESOP Compensation Committee will change to that
extent temporarily. The Company Secretary acts as the
secretary of the Committee. Group Director HR is the
permanent invitee.
During the financial year 2009-10, the Committee met four
times i.e. on April 29, 2009, July 22, 2009, October 29, 2009
and January 21, 2010. The composition and the attendance of
members at the meetings held during the period are given
below:
Member director Number of meetings attended
Rajan Bharti Mittal (Chairman) 3
1
Bashir Currimjee 4
Craig Edward Ehrlich 3
2
Lim Chuan Poh 1
3
Mauro Sentinelli 4
Nikesh Arora 2
4
Paul O’Sullivan 3
1 Would cease to be a member of the Committee w.e.f. April 28, 2010
2 Appointed as member of the Committee w.e.f. January 21, 2010.
Attended 1 meeting through alternate director Jeann Low Ngiap Jong
3 Would cease to be a member of the Committee w.e.f. April 28, 2010
4 Ceased to be a member of the Committee w.e.f. January 21, 2010
Key Responsibilities
Key responsibilities of the ESOP compensation committee are
as follows:
• To formulate ESOP plans and decide on future grants;
• To formulate terms and conditions on following under the
present Employee Stock Option Schemes of the Company:
– the quantum of option to be granted under ESOP
Scheme(s) per employee and in aggregate;
– the conditions under which options vested in
employees may lapse in case of termination of
employment for misconduct;
– the exercise period within which the employee should
exercise the option and that option would lapse on
failure to exercise the option within the exercise
period;
– the specified time period within which the employee
shall exercise the vested options in the event of
termination or resignation of an employee;
– the right of an employee to exercise all the options
vested in him at one time or at various points of time
within the exercise period;
– the procedure for making a fair and reasonable
adjustment to the number of options and to the
exercise price in case of rights issues, bonus issues and
other corporate actions;
– the grant, vest and exercise of option in case of
employees who are on long leave; and the procedure
for cashless exercise of options;
– any other matter, which may be relevant for
administration of ESOP schemes from time to time.
• To frame suitable policies and systems to ensure that there
is no violation of Securities and Exchange Board of India
(Insider Trading) Regulations, 1992 and Securities and
Exchange Board of India (Prohibition of Fraudulent and
Unfair Trade Practices relating to the Securities Market)
Regulations, 1995.
• Other key issues as may be referred by the Board.
Investors’ Grievance Committee
Composition, Meeting and Attendance
Bharti Airtel Annual Report 2009-10
In compliance with the listing agreement requirements and
provisions of the Companies Act, 1956, the Company has
constituted an Investor Grievance Committee, which
comprises of four members, three of whom including the
Chairman are non-executive directors. The Company
Secretary acts as a Secretary to the Committee.
The meetings of the Committee are held as per requirement
to review and ensure that all investor requests are redressed
within the prescribed period.
During the financial year 2009-10, the Committee met
fourteen times i.e. on April 15, 2009, April 29, 2009,
June 05, 2009, July 15, 2009, July 30, 2009, September 12,
2009, October 5, 2009, October 23, 2009, November 19,
2009, December 18, 2009, January 8, 2010, January 27,
2010, February 19, 2010 and March 20, 2010.
The composition and the attendance of members at the
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