Airtel 2015 Annual Report Download - page 58

Transformational Network
56 Annual Report 2015-16
Preamble
The Board of Directors (the “Board”) on the recommendation
of the HR & Remuneration Committee (the “Committee”)
has approved and adopted this Nomination, Remuneration
and Board Diversity Policy (the “Policy”) in compliance with
the provisions of Section 178 of the Companies Act, 2013
and rules made thereunder, and Clause 49 of the Listing
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Objectives
The main objectives of this Policy are:
To lay down criteria and terms and conditions with
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including Independent Directors), Key Managerial
Personnel (“KMP”) and persons who may be appointed
in Senior Management positions.
To lay down criteria for determining the Company’s
approach to ensure adequate diversity in its Board.
To retain, motivate and promote talent and to ensure
long term sustainability of talented managerial persons
and create competitive advantage for the Company.
To determine remuneration of Directors, KMPs and
other senior management personnel’s, keeping in
view all relevant factors including industry trends and
practices.
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performance, dedication and achievement of the
Company’s target.
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Directors and Key Managerial Personnel
The Committee shall be responsible for identifying a suitable
candidate for appointment as Director or as KMP of the
Company.
The Board shall consist of such number of Directors as
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size and nature as of Bharti Airtel, subject to a minimum
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appoint a Chairman and a Managing Director or CEO and
the roles of Chairman and Managing Director or CEO shall
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While evaluating a person for appointment / re-appointment
as Director or as KMP, the Committee shall consider and
evaluate number of factors including but not limited to
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of the telecommunication sector / industry, marketing,
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business etc. and such other factors that the Committee
might consider relevant and applicable from time to time
towards achieving a diverse Board.
The Committee shall ensure that the proposed Director
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Eligible for appointment as a Director on the Board of
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164 and other applicable provisions of the Companies
Act, 2013, and the Listing Agreements.
Has attained minimum age of 25 years and is not older
than 70 years.
Does not hold directorship in more than 20 companies
(including private and public limited companies) or 10
public limited companies incorporated in India.
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While evaluating a person for appointment / re-appointment
as an Independent Director, the Committee shall ensure that
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criteria:
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“independence” as set out in Section 149 of the
Companies Act, 2013 and Clause 49 of the Listing
Agreements and other applicable laws.
Should not hold the position of Independent Director in
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Whole-time Director in any Indian listed company then
in not more than three Indian listed companies.
Should not hold any Board / employment position with
a competitor in the geographies where the Company
is operating. However, the Board may in special
circumstances waive this requirement.
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members shall be on the basis of their performance
evaluation report.
Senior Management
While evaluating a person for appointment / re-appointment
in a senior management position, the management shall
considers various factors including individual’s background,
competency, skills, abilities (viz. leadership, ability to
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background, personal accomplishment, age, relevant
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present and prospective operations of the Company.
Senior Management means personnel of the Company
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Board of Directors and shall comprise of all members of
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including all functional heads.
B. Remuneration Policy
Board Members
The overall limits of remuneration of the Board members
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by the provisions of Section 197 of the Companies Act,
2013, rules made thereunder and shall be approved by
Annexure B
Nomination, Remuneration and Board Diversity Policy