“Refine your processes, strive for dominance and build a

brand.”
Bharati Airtel
CORPORATE GOVERNANCE

Bharti Airtel Limited firmly believes in the principles of Corporate Governance

and is committed to conduct its business in a manner, ensure sustainable,
capital-efficient and long-term growth thereby maximizing value for its
shareholders, customers, employees and society at large. Company’s
policies are in line with Corporate Governance guidelines prescribed under
Clause 49 Listing Agreement/s

Airtel is rated ‘Level 1’ by CRISIL - the highest Governance and Value

Creation (GVC) rating.

Share holders

Board of
Directors

Managing Audit committee

Director

Management &
HR/ remuneration
Operation
committee
committees

ESOP Compensation
committee

Investor Grievance
committee

Board of Directors

• The board of directors of the Company consists of two executive and

fourteen non-executive directors.

• Mr. Sunil Bharti Mittal - The Chairman and Managing Director.

• The number of Independent Directors on the Board is

50% of the total board strength.
AUDIT COMMITTEE

• Six members, two-third of which is independent directors.

• At least four times a year. (Max time gap - 4 months.)

• The Committee Chairman shall attend the Annual General Meeting.

• To ensure that the financial statements are true and accurate and
provide sufficient information.

• Recommending to the Board, the appointment, re-appointment and, if

required, the replacement or removal of the statutory auditor and the
fixation of their audit fees.

Human Resource (HR)/ Remuneration Committee

• Six non-executive directors, out of which four members including the

chairman are independent directors.

• Attraction and Retention strategies for employees.

• Employees Development Strategies.

• Compensation

• All Human Resources related issue.

ESOP Compensation Committee

• Constituted in accordance with SEBI Guidelines, 1999.

• Six members of whom four are independent and all are non-executive.
• Formulate ESOP plans and decide on future grants.

• Formulate terms and conditions Employee Stock Option Schemes of

the Company

Investor Grievance Committee

• Constituted in accordance with Clause 49 of the Listing Agreement.

• Four members of whom three members including the Chairman, are
non-executive directors.
 • Ensure speedy disposal of various requests received from shareholders
from time to time (within 7-10 days from the date of receipt of
complaint).
• Redressal of shareholders and investor complaints/ grievances.
• Monthly meeting.

Code of conduct

Bharti Airtel has well defined code of conduct, both general and for Directors and Senior
Management
Our responsibilities - Employees
As an Employee of the Bharti Group, it is our responsibility to:
• Learn and understand the elements of the Code
• Comply with the Code and associated policies and guidelines
• Seek clarifications and assistance when in doubt
• Promptly report known/suspected violations
• Cooperate in investigations pertaining to Code violations
Our responsibilities - Management
As Management of Bharti, our responsibilities go beyond those we have as
an employee, and include:
• Building and maintaining a culture of compliance
• Preventing and detecting problems and issues of compliance
• Responding expeditiously to issues as they emerge
(investigate/resolve)
• Following communication and reporting guidelines
Our responsibilities - Business Associates
• We expect Business Associates of the Bharti Group, including:
• Suppliers and Contractors
• Service Providers
• Channel Partners and their employees, to conduct business in a legal
and ethical manner with high integrity, in line with the Code
• We will train employees of Business Associates who represent the face
of Bharti, on the relevant aspects of the Code

The following also comes under the purview of code of conduct

• Work-place conduct
• Dealing with outside parties
• Protecting company assets
• Community responsibility