Airtel 2012 Annual Report Download - page 75

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BHARTI AIRTEL ANNUAL REPORT 2011-12
Compliance with the Mandatory Requirements of Clause 49 of the Listing Agreement
We have complied with all the mandatory requirements of the code of corporate governance as stipulated under the listing
agreement. We have obtained a certificate affirming the compliances from M/s. 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
We have adopted the following non-mandatory requirements of clause 49 of the listing agreement:
• Remuneration Committee
We have an 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 as 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 same are disseminated in the media by way of press release.
During the previous financial year, none of the auditors’ reports on quarterly results were qualified.
• Ombudsperson Policy
We have adopted an Ombudsperson Policy (includes Whistle Blower Policy), which outlines the method and process 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 victimization. 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. All the employees of the Company as
well as vendors/partners and any person that has a grievance with respect to the Company (excluding standard customer
complaints) has full access to the Ombudsperson through phones, emails or even meetings in person.
• 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 Association
The updated Memorandum and Articles of Association of the Company is uploaded on the website of the Company in the
Investor Relations section. There were no amendments during the previous year.
Compliance with the Corporate Governance Voluntary Guidelines 2009
With an objective of encouraging the voluntary 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 has substantially complied with the
Corporate Governance Voluntary Guidelines 2009.
Adoption of International Financial Reporting Standards
In line with the philosophy of the Government and amendment in the listing agreement, the Company has voluntarily
migrated to IFRS accounting and accordingly the consolidated financial statements are prepared under IFRS from the
financial year 2010-2011 onwards.
Green Initiatives by MCA
In support of the “Green initiative in the corporate governance”, the Company has decided to send all communications
including annual reports through email to those shareholders, who have registered their email id with their depository
participant/company’s registrar & share transfer agent.