Airtel 2015 Annual Report Download - page 109

Bharti Airtel Limited 02-39 | Corporate Overview 126-355 | Financial Statements
Statutory Reports
40-125
107
Report on Corporate Governance
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professional obligations for independent decision
making and for acting in the best interest of the
Company.
Providing strategic guidance to the Company and help
determine important policies with a view to ensure
long-term viability and strength.
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that contributes objectivity in the Board’s deliberation,
particularly on issues of strategy, performance and
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All Directors participated in the evaluation survey and
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the Director being evaluated. The result of evaluation was
discussed in the Independent Director’s meeting, respective
Committee meetings and in the Board Meeting held on
April 27, 2016. The Board members noted the suggestions/
inputs of Independent Directors, HR and Nomination
Committee and respective committee Chairman and also
discussed various initiatives to further strengthen Board
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Board Meeting Schedules and Agenda
The calendar for the Board and Committee meetings, in
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in advance for the whole year. The Board Calendar for the
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and has also been uploaded on the Company’s website.
The Board meetings are held within 45 days from the
end of the quarter in the manner that it coincides with the
announcement of quarterly results. Time gap between two
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an urgent necessity, additional Board meetings are called.
The Audit & Risk Management Committee and the HR and
Nomination Committee meetings are generally held on the
same dates as Board meetings. To ensure an immediate
update to the Board, the Chairman of the respective
committee briefs the Board about the proceedings of the
respective committee meetings.
The Company Secretary, in consultation with the Chairman,
prepares the Board and the Committee meeting’s agenda.
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Committee members well in advance, at least a week before
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additional or supplementary item(s) are permitted to be
taken up as ‘any other item’. Sensitive subject matters are
discussed at the meeting, without written material being
circulated in advance.
As a process prior to each Board meeting, proposals
are invited from Independent Directors for discussion /
deliberation at the meeting(s) and these are included in the
meeting’s agenda.
Group CFO and other Senior Management members are
invited to the Board meetings to present reports on the
items being discussed at the meeting. In addition, the
functional heads of various business segments / functions
are also invited at regular intervals to present updates on
their core areas.
Information available to the Board
The Board has complete access to all the relevant
information within the Company and to all the employees
of the Company. The information shared on a regular basis
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Annual operating plans, capital budgets and updates
therein.
Quarterly and annual consolidated and standalone
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its operating divisions or business segments.
Minutes of meetings of the Board and Board
Committees, resolutions passed by circulations, and
Board minutes of the unlisted subsidiary companies.
Information on recruitment / remuneration of senior
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Material important show cause, demand, prosecution
notices and penalty notices, if any.
Fatal or serious accidents, dangerous occurrences,
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the Company or substantial non-payment for services
provided by the Company.
Any issue which involves possible public or product
liability claims of substantial nature, if any.
Details of any acquisition, joint venture or collaboration
agreement.
Transactions involving substantial payment towards
goodwill, brand equity or intellectual property.
Human resource updates and strategies.
Sale of material nature, investments, subsidiaries,
assets, which is not in the normal course of business.
Quarterly treasury reports.
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Reports’, which includes non-compliance of any
regulatory, statutory nature or listing requirements and
shareholders’ service.
Disclosures received from Directors.
Proposals requiring strategic guidance and approval of
the Board.
Related party transactions.
Regular business updates.
Update on Corporate Social Responsibility activities.
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subsidiary companies.
Report on action taken on last Board meeting decisions.