Corporate Governance

CORPORATE GOVERNANCE
BHARTI AIRTEL LTD
SUBMITTED BY:
PREET PATEL
SEMESTER 8
20180401062
1|Page
DECLARATION
I the undersigned solemnly declare that the project named “Income Tax Authorities: Their
Powers, Functions & Appointment” is based on my own work carried out during the course
of my study. The text reported in the project is the outcome of my own efforts and no part of
this project assignment is copied in any unauthorized manner and no part of it has been
incorporated without due acknowledgement.
2|Page
Table of Contents
DECLARATION............................................2
Corporate Governance Philosophy.................4
Composition of the Board.................................5
Board Committees.........................................7
Corporate Social Responsibility......................8
Conclusion......................................................9
3|Page
Corporate Governance Philosophy
At Bharti Airtel, Corporate Governance focuses on creating and sustaining a deep

relationship of trust and transparency with all stakeholders. We follow ethical business
standards in all our operations globally. We consider stakeholders as partners in our
journey forward and we are committed to ensure their wellbeing, despite business
challenges and economic volatilities.
The norms and processes of Corporate Governance reflect our commitment to

disclose timely and accurate information regarding our financial and operational
performance, as well as our leadership and governance structure. Over the years, our
stakeholder commitment has enhanced the respect and recall of our brand nationally
and internationally. Our global stature has enabled us to attract the best talent and
resources to translate our short-term and long-term strategies into a viable business
blueprint.
Our Board of Directors (‘Board’) shapes the long-term vision and policy approach to
steadily elevate the quality of governance in our organisation. We follow a defined
guideline and an established framework of corporate governance. The objective is to
emerge as a market leader in our industry, nationally and internationally with focus on
creating greater value for all those who have a stake in our progress directly or
indirectly. The Board puts a lot of emphasis on creating a global talent pool, compliant
ethical business practices and making all our actions consistent with the need to protect
the environment by following green practices and technologies.
Our Board represents a confluence of experience and expertise across diverse areas,
ranging from global finance, telecommunication, general management, administrative
services and consulting.
There is a clear demarcation of duties and responsibilities among the Chairman and
Managing Directors & CEOs to ensure best corporate performance and socio-economic
value creation.
Our governance conforms to global standards through continuous evaluation and

benchmarking. The broad tenets Company follows are:
 Transparent procedures and practices and decisions based on adequate
4|Page
information.
 compliance with all relevant laws in letter and spirit.

 High levels of disclosures to disseminate corporate, financial
 and operational information to all stakeholders.
 Policies on tenure of Directors, rotation of Auditors and a Code of Conduct
for Directors and Senior Management.
 Constitution of various Committees for Audit, HR and Nomination,
Corporate Social Responsibility, Employee Stock Option Plans,
Stakeholders’ Relationship, Risk Management etc.
 Complete and timely disclosure of relevant financial and operational
information to enable the Board to play an effective role in guiding strategies.
 Meetings of Independent Directors without the presence of any Non-
Independent / Executive Directors and members from the management to
identify areas, where they need more clarity or information and for open and
transparent discussions and placing the outcome of these before the Board
and management.
 Formal induction schedule and familiarisation programme for new Board
members that enable them to meet individually with the top management
team, customers etc.
 Regularly review and establishe effective meeting practices that encourage
active participation and contribution from all members.
 Independence of Directors in reviewing and approving corporate strategy,
major business plans and activities.
 Well−defined corporate structure that establishes checks, balances and
delegate decision making to appropriate levels in the organisation though the
Board always remains in effective control of affairs.
Composition of the Board
The Company’s Board is an optimum mix of Executive, Non- Executive and

Independent Directors, and conforms to the provisions of the Companies Act, 2013,
Listing Regulations, FDI guidelines, terms of shareholders’ agreement and other
5|Page
statutory provisions. The Board comprises eleven members which include a Chairman,
a Managing Director & CEO (India & South Asia), three Non-Executive Directors and
six Independent Directors including a woman independent director. Independent
Directors constitute ~ 54% of the Board’s strength - more than the requirements of the
Companies Act, 2013 and the Listing Regulations. The average tenure of members on
our Board is 8.2 years as on March 31, 2019.
The Company’s Board members are from diverse backgrounds with skills and
experience in critical areas like technology, global finance, telecommunication,
entrepreneurship, administrative services, consulting and general management. Many of
them have worked extensively in senior management positions in global corporations,
and others are business leaders of repute with a deep understanding of the global
business environment. The Board reviews its strength and composition from time to
time to ensure that it remains aligned with the statutory, as well as business
requirements.
As per the Company’s Policy on Nomination, Remuneration and Board Diversity,

selection of a new Board member(s) is the responsibility of the HR and Nomination
Committee. While evaluating a person for appointment / re-appointment as director,
the HR and Nomination Committee, in addition to factors such as background,
competency, skills, abilities, educational and professional background, personal
accomplishment, age, relevant experience and understanding of the
telecommunication sector / industry, marketing, technology, finance and other
disciplines relevant to the business, also endeavours to understand and embrace the
different geographies, gender, nationality and culture. The appointment is subsequently
approved by the Board. All the appointments are made with unanimous approval. The
appointment of such Director is subsequently approved by the shareholders at the
Annual General Meeting (AGM). While the shareholders’ representative Directors are
proposed by the respective shareholders, Independent Directors are selected from
diverse academic, professional or technical background depending upon business needs.
Board Committees
6|Page
Number of board meetings:
Corporate Social Responsibility
7|Page
In compliance with the requirements of the Companies Act, 2013, the Company has
constituted the Corporate Social Responsibility Committee. The Committee
evaluates and recommended the CSR proposals to the board for approval.
The committee comprise of three members including one independent director. Mr.
Rakesh Bharti Mittal, Non-Executive Director, is the Chairman of the Committee.
The Company Secretary acts as a secretary to the Committee.
Responsibilities of the CSR committee:
1. Formulate, monitor and recommend to the Board CSR Policy and the activities to
be undertaken by the Company.
2. Recommend the amount of expenditure to be incurred on the activities

undertaken. Review the Company’s performance in the area of CSR.
3. Evaluate social impact of the Company’s CSR activities.
4. Review the Company’s disclosure of CSR matters including any annual social
responsibility report.
5. Review the following, with the Management, before submission to the Board for
approval
 The Business Responsibility (BR) Report
 CSR Report
 Annual Sustainability Report
6. Formulate and implement the BR policies in consultation with the respective

stakeholders.
7. Establish a monitoring mechanism to ensure that the funds contributed by the

Company are spent by Bharti Foundation, or any other charitable organisation to
which the Company makes contributions, for the intended purposes only.
8. Approve the appointment or re-appointment of Directors responsible for Business

Responsibility.
9. Nominate at least one member of the CSR Committee as a trustee of Bharti

Foundation.
8|Page
10. Consider other functions, as defined by the Board, or as may be stipulated under
any law, rule or regulation including the Listing, Corporate Social
Responsibility Voluntary Guidelines, 2009 and the Companies Act, 2013.
Conclusion
Airtel has a diversified, well-experienced and competent board of directors, with expertise
across global finance, telecommunication, banking, administrative services, technology and
consulting.
The effectiveness of the board is reflected in the fact that Airtel has been able to largely
maintain its market share amidst intense competition in the Indian telecom industry over the
past three years
Airtel for its practices in corporate governance, focusing on strategic oversight and business
performance, processes, systems, audits, and disclosures, and effective functioning of its
various sub-committees. Airtel has been holding an Independent Directors only session,
which is presided by a Lead Independent Director, before every board meeting for more than
a decade. independent directors a platform to identify areas where they need more clarity or
information, and enables them to put this openly before the board or management. The
independent directors also meet with statutory auditors without presence of the executive
management,” it said.
Airtel’s corporate governance section of its annual report is well articulated which ensures
highest standards of disclosures for dissemination of corporate, financial and operational
information to all its stakeholders. Airtel has outperformed the benchmark index Nifty in the
past five fiscals. While Nifty’s annualized return stood at 4.7%, Airtel’s return to
shareholders was 7.97%.
“Furthermore, despite industry headwinds, the company has rewarded its equity holders with
a cumulative dividend of Rs 3,134 crore (excluding tax on dividends), over fiscals 2018 and
2019
However, the attrition rate for the company has increased by about 5% in fiscal 2019, largely
9|Page
owing to the unprecedented challenges and pressure on the telecom industry.
10 | P a g e

Corporate Governance - PreetPatel - 20180401062

Uploaded by

Copyright:

Available Formats

Corporate Governance - PreetPatel - 20180401062

Uploaded by

Document Information

Original Description:

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Corporate Governance - PreetPatel - 20180401062

Uploaded by

Copyright:

Available Formats

BHARTI AIRTEL LTD

At Bharti Airtel, Corporate Governance focuses on creating and sustaining a deep

The norms and processes of Corporate Governance reflect our commitment to

Our governance conforms to global standards through continuous evaluation and

 Transparent procedures and practices and decisions based on adequate

 compliance with all relevant laws in letter and spirit.

Composition of the Board

The Company’s Board is an optimum mix of Executive, Non- Executive and

As per the Company’s Policy on Nomination, Remuneration and Board Diversity,

Corporate Social Responsibility

Responsibilities of the CSR committee:

2. Recommend the amount of expenditure to be incurred on the activities

3. Evaluate social impact of the Company’s CSR activities.

6. Formulate and implement the BR policies in consultation with the respective

7. Establish a monitoring mechanism to ensure that the funds contributed by the

8. Approve the appointment or re-appointment of Directors responsible for Business

9. Nominate at least one member of the CSR Committee as a trustee of Bharti

You might also like