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.

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

Governance by Shareholders
Governance by Board of Directors
Governance by Sub-Committee of Board of Directors Audit/Risk and Compliance Committee
Board Governance, Nomination and Compensation Committee with the additional responsibility of CSR
Strategy Committee
Administrative, Shareholders and Investors Grievance Committee (Stakeholders Relationship Committee)
Governance by Management Process Codes of Conduct
Compliance
The Ombudsprocess

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.

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 112-123 of our Annual Report FY 2016-17.

Board of Directors

Composition of Board: As on March 31, 2017, the Board comprised three executive directors and seven non-executive directors of which one executive director is the Chairman of our Board. 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. The Board Profile giving an overview of the background and experience of Board of Directors can viewed is provided in pages 18 to 23 of our Annual Report FY 2016-17.

Board Diversity in Industry Experience

Board: Tenure of Directors

Age diversity of Board

Board Nomination and Selection: 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.

Training of Board: 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.

Roles and Responsibilities:

Board Evaluation: Annual Performance Evaluation is conducted for all Board Members as well as the working of the Board and its Committees and is led by the Chairman of the Board Governance, Nomination and Compensation Committee with specific focus on the performance and effective functioning of the Board. The evaluation process may also include self/peer evaluation of each director and the evaluation framework has been designed in compliance with the regulatory requirements in India. Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organization’s strategy, risk and environment, etc. The Board has received consistent ratings on its overall effectiveness and has been rated comparatively higher this year for composition of Directors and their skills, attributes and experience.

Conflicts of Interest: 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.

Wipro is a promoter group-led company with the promoters having other diverse businesses and interests. 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 257 of our latest Annual Report for 2016 - 17 for details of related party transactions during the financial year. Our Annual Financial reports include disclosures on shareholding pattern of promoters as well as top 10 shareholders.