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Good Governance and Management Practices

Corporate Governance

At Wipro, Corporate Governance is more than just adherence to the statutory and regulatory requirements. It is equally about focusing on voluntary practices that underlie the highest levels of transparency and propriety.

Key Dimensions of Wipro's Corporate Governance

Our Corporate Governance philosophy is put into practice at Wipro through the following four functional layers, namely,

Effective corporate governance requires a clear understanding of the respective roles of the Board and of senior management and their relationships with others in the corporate structure. To ensure this, the Board of Directors has adopted ‘Corporate Governance Guidelines’ which codifies the best corporate governance practices. These guidelines provide a systematic and structured framework for the Board to review and evaluate the Company’s performance in an independent manner, while at the same time providing assurance to the Directors in terms of their authority to oversee the Company’s management. Our Corporate Governance Guidelines give an overview of the responsibilities of the board, board composition, board meetings, board committees and process of management review.

Board of Directors

As of March 31, 2016, we had seven non-executive directors and three executive directors, of which one executive director is the Chairman of our Board. Effective April 1, 2016, two more independent directors were appointed making the total number of non-executive independent directors nine. All of the seven non-executive directors are independent directors and free from any business or other relationship that could materially influence their judgment. All the independent directors satisfy the criteria of independence as defined under the listing agreement with the Indian Stock Exchanges and the New York Stock Exchange Corporate Governance standards.

Our Corporate Governance Guidelines specify the board nomination process as well as board membership criteria. We consider different factors of expertise and experience on economic and social aspects in board selection. These factors such as independence, alignment with company's values, diversity and complementarity in terms of age, skills and knowledge, management experience, industry background, perspectives, etc., ensures selection of a Board which can act in the best interests of the company and its stakeholders.

The board undergoes familiarization program and other continuing education programs which are aimed at developing and enhancing the collective knowledge of economic and social topics related to their duties as Directors on an ongoing basis to enable them to perform their duties better and to recognize and deal appropriately with issues that arise.

Diversity in Industry Experience

Board Tenure of Directors

Age Diversity of the Board

Board members are not prohibited from serving on Boards and/or Committees of other organizations, except for companies that are in competition with the businesses pursued by the Company. However, members of the Board are required to comply with applicable regulatory requirements with respect to limits on number of directorships in the both the country of incorporation of the country and the country of residence. The Board Profile section in our Annual Report discloses other board memberships held by our Board of Directors. Service on Boards and/or Committees of other organizations shall be consistent with the Company’s conflict of interest policy.

The Board Profile giving an overview of the background and experience of Board of Directors can viewed is provided in pages 16 to 21 of our Annual Report FY 2015-16.

The guidelines can be viewed at http://www.wipro.com/documents/investors/pdf-files/Corporate-Governance-Guidelines.pdf

For more details on our corporate governance, please refer to page number 35 and 109-118 of our Annual Report FY 2015-16.

Related Party Disclosures

As a part of our philosophy of adhering to highest ethical standards, transparency and accountability, disclosures are considered critical. Disclosures help us adhere to regulatory requirements as well as in proactively informing and engaging with our various stakeholders. Due care is taken to disclose timely, consistent, balanced and accurate information through annual financial reports, sustainability reports and other public reports to shareholders and the public regarding financial performance, liabilities, control and ownership, and corporate governance issues.

Wipro is a promoter group led company with the promoters having other diverse businesses and interests. Our Annual Financial reports include disclosures on shareholding pattern of promoters as well as top 10 shareholders. Given the fact that the promoter group has occasions to engage in Related Party Transactions (RPTs), disclosures on the same are made in our annual reports in the interest of transparency. Such transactions are guided by ‘Policy on Related Party Disclosures’, an abridged version of which is made available in our website at http://www.wipro.com/documents/investors/pdf-files/abridged-policy-for-related-party-transactions.pdf. ‘Refer to page 167 of our latest Annual Report for 2015 - 16 for details of related party transactions during the financial year.