Together good things happen - Airtel

the basis of the Company’s Annual Internal Audit program.
The Board is informed about the key risks and their
minimisation procedures. Business risk evaluation and
management is an ongoing process within the Company.
Details of non-compliance with regard to the capital
market
There have been no instances of non-compliances by the
Company and no penalties and/or strictures have been
imposed on it by stock exchanges or SEBI or any statutory
authority on any matter related to the capital markets during
the last three years.
CEO and CFO Certification
The certificate required under clause 49(V) of the listing
agreement duly signed by the CEO and CFO was placed
before the Board and the same is provided as annexure A to
this report.
Compliance with the mandatory requirements of Clause
49 of the Listing Agreement
The Company has complied with all the mandatory
requirements of the code of corporate governance as
stipulated under the listing agreement. The Company has
also obtained a certificate affirming the compliances from
S.R. Batliboi & Associates, Chartered Accountants, the
statutory auditors of the Company and the same is attached
to the Directors’ Report.
Adoption of non-mandatory requirements of Clause 49
of the Listing Agreement
The Company has adopted the following non-mandatory
requirements of clause 49 of the listing agreement:
• Remuneration committee
The Company has a HR committee of the Board of
directors which also undertakes the functions of
remuneration committee. A detailed note on the HR
(remuneration) committee has been provided in the
‘Board committees’ section of this report.
• Shareholders’ Rights and Auditors’ Qualification
The Company has a policy of announcement of the
audited quarterly results. The results approved by the
Board of directors (or committee thereof) are first
submitted to the Stock Exchanges within 15 minutes of
the approval of the results. Once taken on record by the
Stock Exchanges, the results are disseminated to the
media by way of press release.
Appropriate management explanations to the auditors’
observations made in their report have been provided in
the Directors’ Report.
In addition, on the day of announcement of quarterly
results, an earnings call is organised where the
investors/analysts interact with the management and the
management respond to the queries of the
investors/analysts and the transcripts are posted on the
website.
• Ombudsperson Policy
The Company has adopted an Ombudsperson Policy
(includes Whistle Blower Policy), which outlines the
methods and processes for stakeholders to voice genuine
concerns about unethical conduct that may be in breach
of the Code of Conduct for employees. The policy aims to
ensure that genuine complainants can raise their concerns
in full confidence without any fear of retaliation or
victimisation. The Ombudsperson administers a formal
process to review and investigate any concerns raised and
undertakes all appropriate actions required to resolve the
reported matter. Instances of serious misconduct dealt
with by the Ombudsperson are reported to the Audit
Committee. No employee of the Company has been
denied access to Ombudsperson or Audit Committee.
Compliance with the ICSI Secretarial Standards
The Company has substantially complied with the Secretarial
Standards as laid down by the Institute of Company
Secretaries of India.
Memorandum and Articles of Associations
The updated Memorandum and Articles of Association of the
Company is uploaded on the website of the Company in the
Investor Relations section.
Compliance with the Corporate Governance Voluntary
Guidelines 2009
With an objective of encouraging adoption of better practices
in achieving the highest standard of corporate governance,
the Ministry of Corporate Affairs, Government of India,
published the Corporate Governance Voluntary Guidelines
2009. These guidelines will also translate into a much higher
level of stakeholders’ confidence to ensure long term
sustainability and value generation by business. The guidelines
broadly focus on areas such as Board of directors,
responsibilities of the Board, audit committee functions, roles
and responsibilities, appointment of auditors, compliance
with Secretarial Standards and a mechanism for whistle
blower support. The Company is substantially in compliance
with the Corporate Governance Voluntary Guidelines 2009
and is in the process of adopting and implementing other
practices as suggested in the Guidelines.
Status of maiden Dividend declared last year
In August 2009, the Company declared its maiden dividend at
the rate of Rs 2 per equity share of Rs 10 each. The total
dividend payout amounted to Rs 4,442 mn including
Rs 645 mn as tax on dividend, out of which Rs 3790.06 mn
have been paid to the shareholders. As on March 31, 2010
only Rs 0.74 mn represented by 9,793 dividend warrants and
Rs 6.04 mn represented by 20 demand drafts remains unpaid.
The shareholders who have not claimed their dividend as on
March 31, 2010 are requested to write to the Company or its
Registrars and Share Transfer Agent.