Board of Directors

Bharti Airtel has a diverse Board of Directors representing a confluence of various skills and expertise in the area of Strategic Leadership and management experience, Industry and sector experience or knowledge, Financial and Risk Management, Governance, Global Business/ International expertise, Public policy and Social impact/ philanthropy etc.

 

Role: Airtel’s Board guides, oversees and monitors strategy, performance and governance. The Board establishes the governance architecture in consonance with the highest standards and owns a fiduciary responsibility to ensure that the Company’s actions and objectives are aligned to growth and long-term interests of all stakeholders.

 

Composition: Airtel’s Board comprises 11 members, which include a Chairman, a Managing Director & CEO (India & South Asia), three Non-Executive Non-Independent Directors and six Independent Non-Executive Directors. There are three woman directors including two women Independent directors.


Code of Conduct applicable to Directors and Senior Management of the
company

 
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Terms and Conditions
of appointment of Independent Directors

 
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Board Committees

 
Composition of audit committee

The audit committee of Bharti Airtel Limited comprises of following four members, three of which are independent directors.

Secretary

Company Secretary shall act as the Secretary of the Committee.

Meetings

The Committee shall meet at least four times a year. The time gap between any two meetings shall be less than 4 months.

Key Functions
  1. Oversee the Company’s financial reporting process and the disclosure of its financial information, to ensure that the financial statements are correct, sufficient and credible.
  2. Consider and recommend to the Board, the appointment (including filling of a casual vacancy), resignation or dismissal, remuneration and terms of appointment (including qualification and experience) of the Statutory Auditor, Internal Auditors / Chief Internal Auditor, Cost Auditor and Secretarial Auditor.
  3. Prior approval of non-audit services that can be provided by the Statutory Auditors and approval of payment of such non-audit services.
  4. Prior approval of all transactions with related party(ies), subsequent modifications of transactions with related parties and review of the statement of significant related party transactions with specific details of the transactions.
  5. Discussion with the Statutory Auditor before the commencement of audit about the nature and scope of the audit to be conducted and post-audit discussion to ascertain any areas of concern.
  6. To call for comments of the Auditors about internal control system, including the observation of the Auditors, review financial statement before their submission to the Board and discussion on any related issues with the Internal and Statutory Auditors and the management of the Company.
  7. Review, with the Management, the quarterly financial statements before submission to the Board for approval.
  8. Review, with the Management, the annual financial statements and Auditor’s Report thereon before submission to the Board for approval, with particular reference to:
    • Matters required to be included in the Directors’ responsibility statement, included in the Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.
    • Changes, if any, in accounting policies and practices and reasons for the same.
    • Major accounting entries involving estimates based on the exercise of judgment by management.
    • Significant adjustments made in the financial statements arising out of audit findings.
    • Compliance with listing and other legal requirements relating to financial statement.
    • Disclosure of all related party transactions.
    • Modified opinion(s) in the draft audit report.
  9. Review the following information:
    • Management Discussion and Analysis of financial condition and results of operations.
    • Management letter / letters of internal control weaknesses issued by the Statutory Auditors.
    • Internal Audit Reports relating to internal control weaknesses.
    • The financial statements, in particular the investments, if any, made by unlisted subsidiary companies.
    • Quarterly compliance certificates confirming compliance with laws and regulations, including any exceptions to these compliances.
  10. Oversee the functioning of the Vigil Mechanism / Whistle Blower Mechanism.
  11. Establish the systems for storage, retrieval and display of books of accounts and other financial records in electronic format.
  12. Review the findings of any internal investigation by the Internal Auditors into matters where there is suspected fraud or irregularity, or a failure of internal control systems of a material nature and reporting the matter to the Board.
  13. Review the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors, if any.
  14. Approve the appointment, re-appointment and removal of Company’s Chief Financial Officer after assessing the qualifications, experience and background, among others, of the candidate.
  15. Review the Company’s financial and risk management policies, implementation of treasury policies, strategies and status of investor relation activities.
  16. Ensure that the internal audit function is effective, adequately resourced, and to review coordination between Internal and Statutory Auditors.
  17. Review the state and adequacy of internal controls with key members of the Management, Statutory Auditors and Internal Auditors.
  18. Discuss with the Internal Auditor the coverage, functioning, frequency and methodology of internal audits as per the annual audit plan and discuss significant findings and follow up thereon.
  19. Review and monitor the Statutory and Internal Auditor’s independence, performance and effectiveness of audit process.
  20. Review and scrutinize the inter-corporate loans and investments
  21. Reviewing the utilization of loans and/ or advances from/investment in the subsidiary company exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments.
  22. Monitor and review with the Management, the statement of uses / application of funds raised through an issue (public issue, right issue and preferential issue, among others), the statement of funds utilised for purposes, other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or right issue, and making appropriate recommendations to the Board to take up steps in this matter.
  23. Valuation of undertakings or assets of the Company, wherever necessary.
  24. Appointment of a registered valuer of the Company and fixation of their terms and conditions.
  25. Evaluation of internal financial controls.
  26. Delegate above said functions to Sub-Committees, whenever required.

The Audit Committee shall also undertake such other functions, as may be assigned by the Board of Directors from time to time, or as may be stipulated under any law, rule or regulation including the Listing Regulations and the Companies Act, 2013.

Miscellaneous
  1. The Committee may invite other Directors / Officers of the Company to attend the meetings of the Committee as 'Invitees' from time to time, as and when required. Minutes of the Audit Committee are placed before the Board in its subsequent meeting.
 
Risk Management Committee comprises with the following members:

Mr. Pankaj Tewari

Company Secretary

 
Secretary

Company Secretary/Dy. Company Secretary shall act as the Secretary of the Committee.

Meetings

The Committee shall meet at least twice a year and at such other times as the Chairman of Committee shall deem fit.

Quorum

Shall be 1/3rd of total members or 2 members whichever is higher.

Roles and responsibilities:
  • Formulate, review and oversee the implementation of risk management policy which shall inter-alia include:
    • Framework for identification of internal and external risks in particular including financial, operational, sectoral, sustainability (viz. ESG), information, cyber security etc.
    • Measures for risk mitigation of the risks applicable to the Company
  • Monitor, oversee and periodically review (at least once on two years) the processes and systems adopted by the Company for monitoring and evaluating the risks
  • Review of systems and processes for internal controls
  • Review of Business continuity plans of the Company / group
  • Advise the board on the status of risk management framework
  • Delegate above said authorities to sub-committee(s), whenever required
  • Review of the appointment (including terms of remuneration), removal of Chief Risk Officer.
 
Composition of HR and nomination committee

The HR and Nomination committee of Bharti Airtel Limited comprises of following five members, three of which are independent directors.

Secretary

Company Secretary shall act as the Secretary of the Committee.

Meetings

The Committee shall meet at least four times a year. The time gap between any two meetings shall be less than 4 months.

Key Functions

The key functions of the HR and nomination committee includes the followings:

HR Related
  1. Attraction and Retention strategies for employees.
  2. Determine the compensation (including salaries and salary adjustments, incentives / benefits, bonuses) and Performance targets of the Chairman, Managing Director & CEO (International) and Joint Managing Director & CEO (India).
  3. Recommend to the Board, all remuneration, in whatever form, payable to Senior Management.
  4. Review employee development strategies.
  5. Assess the learning and development needs of the directors and recommend learning opportunities which can be used by directors to meet their needs for development.
  6. Review its Terms of Reference on an annual basis and recommend any changes to the Board.
  7. Review all human resource related issues including succession plan of key personnel.
  8. The Committee shall also consider any 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 Related
  1. Formulation of ESOP plans and decide on future grants;
  2. Formulation of terms and conditions on following under the present ESOP Schemes of the Company with respect to:
  3. Quantum of options to be granted under ESOP Scheme(s) per employee and in the aggregate under a plan;
  4. Performance conditions attached to any ESOP Plan;
  5. Conditions under which options vested in employees may lapse in case of termination of employment for misconduct;
  6. 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;
  7. Specified time period within which the employee must exercise the vested options in the event of termination or resignation of an employee;
  8. 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;
  9. 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;
  10. Grant, vest and exercise of option in case of employees who are on long leave; and the procedure for cashless exercise of options;
  11. Any other matter which may be relevant for administration of ESOP schemes from time to time.
  12. To frame suitable policies and processes to ensure that there is no violation of Securities and Exchange Board of India (Prohibition of 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.
Nomination Related
  1. Review and recommend the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and Board Committees.
  2. Evaluate the balance of skills, knowledge, experience and diversity on the Board for description of the role and capabilities required for particular appointment.
  3. Identify and nominate for the approval of the Board, candidates to fill Board vacancies as and when they arise.
  4. Review succession planning for Executive and Non-Executive Directors and other senior executives particularly the Chairman and CEO's.
  5. Recommend suitable candidate for the role of Lead Independent Director.
  6. Recommend the appointment of any director to executive or other employment/place of profit in the Company.
  7. Conduct an annual evaluation of the overall effectiveness of the Board and the committees of the Board.
Senior Management

Senior Management’ means personnel of the Company who are members of its core management team excluding Board of Directors, comprising all members of the Management one level below the chief executive officer/managing director/whole time director/ manager (including chief executive officer/manager, in case they are not part of the board) and shall specifically include company secretary and chief financial officer.

 
Composition of stakeholders relationship committee

The stakeholders relationship committee of Bharti Airtel Limited comprises of following four members, two of which are independent directors.

Secretary

Company Secretary shall act as the Secretary of the Committee.

Key Functions
  1. Formulation of procedures, in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time.
  2. Consider and resolve the complaints / grievances of security holders of the Company, including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividend and general meetings.
  3. Dematerialise or re-materialise the share certificates.
  4. Approve the transmission of shares or other securities arising as a result of death of the sole / any of joint shareholder.
  5. Sub-divide, consolidate and / or replace any share or other securities certificate(s) of the Company.
  6. Issue duplicate share / other security (ies) certificate(s) in lieu of the original share / security (ies) certificate(s) of the Company.
  7. Approve, register and refuse to register transfer / transmission of shares and other securities.
  8. To further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s).
  9. Oversee & review, all matters connected with the transfer of securities of the Company.
  10. Oversee the performance of the Company’s Registrar and Share Transfer Agent and review of adherence to the service standards adopted by the Company in respect of various services being rendered by its Registrar & Share Transfer Agent.
  11. Recommend methods to upgrade the standard of services to the investors.
  12. To deal with the Company’s unclaimed / undelivered shares, as prescribed in the relevant regulation of the Listing Regulations and review the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders.
  13. Review of measures taken for effective exercise of voting rights by shareholders.
  14. To do all such acts, deeds and things as may be necessary in this regard.
Meeting
  1. The meetings of the Committee are generally held on a monthly basis, to review and ensure that all investor grievances are redressed within a period of 7-10 days from the date of receipt of complaint. These, however, do not include complaints/requests, which are constrained by legal impediments/procedural issues.
Other terms
  1. The Committee may invite other Directors / Officers of the Company to attend the meetings of the Committee as 'Invitees' from time to time as and when required.
  2. Minutes of the stakeholders relationship Committee are placed before the Board in its subsequent meeting.
 
Composition of corporate social responsibility (CSR) committee

The CSR committee of Bharti Airtel Limited comprises of following three members, one of which is independent director.

Secretary

Company Secretary shall act as the Secretary of the CSR Committee.

Key Functions
  1. The key responsibilities of the corporate social responsibility (CSR) committee include the following:
  2. Formulate, monitor and recommend to the Board CSR Policy and the activities to be undertaken by the Company;
  3. Recommend the amount of expenditure to be incurred on the activities undertaken;
  4. Review the performance of the Company in the area of CSR;
  5. Evaluate social impact of the Company's CSR Activities;
  6. Review the Company's disclosure of CSR matters including any annual social responsibility report;
  7. Review the following, with the management, before submission to the Board for approval:
    1. The Business Responsibility Report (BRR);
    2. CSR Report; and
    3. Annual Sustainability Report
  8. Formulate and implement of the BR policies with the consultation of the respective stakeholders;
  9. Establish a monitoring mechanism to ensure that the funds contributed by the Company are spent by Bharti Foundation or any other charitable organization to which the Company makes contribution, for the intended purpose only;
  10. Approve the appointment or re-appointment of directors responsible for Business Responsibility;
  11. Consider other functions, as defined by the Board, or as may be stipulated under any law, rule or regulation including the listing agreement, Corporate Social Responsibility Voluntary Guidelines 2009 and the Companies Act, 2013.
 
Composition of committee of directors committee

The committee of directors of Bharti Airtel Limited comprises of following four members, two of which are independent directors.

Key Managerial Personnel

In terms of the Section 203 of Companies Act, 2013, the Company has appointed following Key Managerial Personnel:

  • Gopal Vittal, Managing Director & CEO (India & South Asia)
  • Soumen Ray, Chief Financial Officer
  • Pankaj Tewari, Company Secretary

The brief profile of Chief Financial Officer (India & South Asia) and Company Secretary comprising their qualification, experience, domain knowledge and expertise, number of years of working experience etc. are as under:

Memorandum and Article

 Memorandum of Association  Article of Association
Orders under sections 230-232 of the Companies Act, 2013/ sections 391 and 394 of the Companies Act, 1956 forming part of the Memorandum of Association of the Company

 

Amalgamation of Augere Wireless Broadband India Private Limited with Bharti Airtel Limited

 

 

 

Amalgamation of Airtel Broadband Services Private Limited with Bharti Airtel Limited

 

 

 

Amalgamation of Viscount Holdings Limited, Jubilant Holdings Limited and Jumbo Holdings Limited with Bharti Tele-ventures Limited.

 

 

 

Amalgamation of Bharti Cellular Limited and Bharti Infotel Limited with Bharti Tele-ventures Limited.

 

 

 

Amalgamation of Satcom Broadband Equipment Limited and Bharti Broadband Limited with Bharti Airtel Limited.

 

 

 

Scheme of arrangement between Bharti Airtel Limited and Bharti Infratel Limited.

 

 

 

Amalgamation of Bharti Aquanet Limited with Bharti Airtel Limited.

 

 

Policies

 

CSR Annual Action Plan

 

 

 

Familiarization Programme for Independent Directors

 

 

 

Policy on Nomination, Remuneration and Board Diversity

 

 

 

Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information

 

 

 

Terms and conditions of Appointment of Independent Director(s)

 

 

 

Policy for determination and disclosure of Material Events

 

 

 

Dividend Distribution Policy

 

 

 

Code of Conduct and vigil mechanism applicable to Directors and Senior Management of the company

 

 

 

CSR Policy

 

 

 

Policy on Related Party Transaction

 

 

 

Policy for determining Material Subsidiaries

 

 

 

Preservation of Statutory Records

 

 

 

Diversity and Inclusion Charter

 

 

 

Enterprise Risk Management Framework

 

 

 

Succession Planning Framework