Airtel 2012 Annual Report Download - page 61

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BHARTI AIRTEL ANNUAL REPORT 2011-12
g) If the retirement of any director pursuant to policy is close to the date of the annual general meeting, such director will
retire at the AGM;
h) As per the policy, tenure of independent directors on board committees is as under:
– Tenure for the chairmanship of the audit committee is three terms of three years each;
– Tenure for the chairmanship of the HR committee is two terms of two years each;
– The tenure of lead independent director shall be two terms of two years each.
i) At the time of appointment and thereafter every year in April, the independent directors submit a self-declaration
confirming their independence and compliance with various eligibility criteria laid down by the Company among other
things. In addition, the Company also ensures that the directors meet the above eligibility criteria. All such declarations
are placed before the Board for information.
Lord Evan Mervyn Davies has expressed his inability to continue as a director on the Board of the Company from the
conclusion of the ensuing annual general meeting. In addition, in line with the Policy of Independent Directors adopted by
the Board, H.E. Dr. Salim Ahmed Salim, independent director, has completed his term of office and will step down from the
Board from the conclusion of the ensuing annual general meeting. The Board would appoint new directors in their place in
due course in compliance with the statutory requirements.
Role and Responsibility of Independent Directors
• To provide entrepreneurial leadership within a framework of prudent and effective controls;
• To evaluate and review the management’s strategic, financial and business plans;
• To establish a framework of prudent and effective controls which enables risk to be assessed and managed as well as
regular update on the effectiveness of implementation;
• To monitor corporate performance against shared plans including the adequacy of resources (human and financial) to
meet the objectives;
• To help ensure ethical behavior and compliance with laws and regulations, accounting and auditing principles and the
Company’s own governance documents;
• To perform other functions prescribed by any law or regulation or assigned by the Board.
Lead Independent Director
The Company since a long time has followed a practice of appointing a lead independent director. The Ministry of Corporate
Affairs through the Corporate Governance Voluntary Guidelines also recommends the appointment of a lead independent
director. Mr. N. Kumar has been designated as lead independent director.
In addition to the roles and responsibilities of an independent director, our lead independent director:
• Presides over all deliberation sessions of the independent directors;
• Provides objective feedback of the independent directors as a group to the Board on various matters including agenda
and other matters relating to the Company;
• Undertakes such other assignments as may be requested by the Board from time to time.
Meeting of Independent Directors
All independent directors meet separately prior to the commencement of every board meeting without the presence of any
non independent directors or representatives of management to discuss and form an independent opinion on the agenda
items and other board related matters.
In the above referred meeting, the independent directors also meet the statutory as well as internal auditors atleast once in a year
by rotation to discuss internal audit effectiveness, control environment and invite their general feedback. The lead independent
director updates the audit committee about the outcome of the meeting and action, if any, required to be taken by the Company.