INTRODUCTION AND OVERVIEW

"Corporate governance is about maintaining an appropriate balance of accountability

between three key players: the corporation's owners, the directors whom the owners elect,  
and the managers whom the directors select. Accountability requires not only good
transparency, but also an effective means to take action for poor performance or bad
decisions."
Mary L. Schapiro, Chairperson, Securities and Exchange Commission, USA, Address to
Transatlantic Corporate Governance Dialogue - September 17, 2009.

Corporate governance is the set of processes, customs, policies, laws, and institutions
affecting the way a corporation (or company) is directed, administered or controlled.
Corporate governance also includes the relationships among the many stakeholders involved
and the goals for which the corporation is governed. The principal stakeholders are the
shareholders, the board of directors, employees, customers, creditors, suppliers, and the
community at large.
Corporate governance is a multi-faceted subject. An important theme of corporate
governance is to ensure the accountability of certain individuals in an organization through
mechanisms that try to reduce or eliminate the principal-agent problem. A related but
separate thread of discussions focuses on the impact of a corporate governance system in
economic efficiency, with a strong emphasis on shareholders' welfare. There are yet other
aspects to the corporate governance subject, such as the stakeholder view and the corporate
governance models around the world.
There has been renewed interest in the corporate governance practices of modern
corporations since 2001, particularly due to the high-profile collapses of a number of large
U.S. firms such as Enron Corporation and MCI Inc. (formerly WorldCom). In 2002, the U.S.
federal government passed the Sarbanes-Oxley Act, intending to restore public confidence in
corporate governance.

In A Board Culture of Corporate Governance, business author Gabrielle O'Donovan

defines corporate governance as 'an internal system encompassing policies, processes and
people, which serves the needs of shareholders and other stakeholders, by directing and
controlling management activities with good business savvy, objectivity, accountability and
integrity. Sound corporate governance is reliant on external marketplace commitment and
legislation, plus a healthy board culture which safeguards policies and processes.
O'Donovan goes on to say that 'the perceived quality of a company's corporate governance
can influence its share price as well as the cost of raising capital. Quality is determined by the
financial markets, legislation and other external market forces plus how policies and
processes are implemented and how people are led. External forces are, to a large extent,
outside the circle of control of any board. The internal environment is quite a different matter,
and offers companies the opportunity to differentiate from competitors through their board
culture. To date, too much of corporate governance debate has centred on legislative policy,
to deter fraudulent activities and transparency policy which misleads executives to treat the
symptoms and not the cause.
It is a system of structuring, operating and controlling a company with a view to achieve long
term strategic goals to satisfy shareholders, creditors, employees, customers and suppliers,
and complying with the legal and regulatory requirements, apart from meeting environmental
and local community needs.
Report of SEBI committee (India) on Corporate Governance defines corporate governance as
the acceptance by management of the inalienable rights of shareholders as the true owners of
the corporation and of their own role as trustees on behalf of the shareholders. It is about
commitment to values, about ethical business conduct and about making a distinction
between personal & corporate funds in the management of a company.” The definition is
drawn from the Gandhian principle of trusteeship and the Directive Principles of the Indian
Constitution. Corporate Governance is viewed as business ethics and a moral duty. See also
Corporate Social Entrepreneurship regarding employees who are driven by their sense of
integrity (moral conscience) and duty to society. This notion stems from traditional
philosophical ideas of virtue (or self governance) and represents a "bottom-up" approach to
corporate governance (agency) which supports the more obvious "top-down" (systems and
processes, i.e. structural) perspective.
Corporate governance is about commitment to values and ethical business conduct. It is about
how an organization is managed. This includes its corporate and other structures, its culture,
policies and the manner in which it deals with various stakeholders. Accordingly, timely and
accurate disclosure of information regarding the financial situation, performance,
ownershipand governance of the company is an important part of corporate governance. This
improves public understanding of the structure, activities and policies of the organization.
Consequently, the organization is able to attract investors, and enhance the trust and
confidence of the stakeholders.

CORPORATE GOVERNANCE OF WIPRO LIMITED

The following Corporate Guidelines have been adopted by the Board of Directors to assist the
Board in the exercise of its responsibilities. Corporate Governance is not a directive to be in
stone for all time; rather, it is an ongoing process. From time to time Wipro’s principle of
Corporate Governance will therefore be reviewed and if necessary amended in the light of
experience gained, the needs of the day, the law, and national and international standards.
Efficient 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. The relationships of the Board and management shall be characterized by sincerity;
their relationships with employees shall be characterized by fairness; their relationships with
the communities in which they operate shall be characterized by good citizenship; and their
relationships with government shall be characterized by a commitment to compliance.
Senior management, led by the Chairman and Managing Director, is responsible for running
the day to day operations of the corporation and properly informing the Board of the status of
such operations. Management’s responsibilities include strategic planning, risk management,
financial reporting and compliance.
The Board of Directors has the important role of overseeing management performance on
behalf of stockholders. Stockholders necessarily have little voice in the day to day
management of corporate operations, but have the right to elect representatives (Directors) to
look out for their interests and to receive the information they need to make investment and
voting decisions.
Over the last few years, the Board of Directors of our Company has from time to time
developed corporate governance practices to enable the Directors to effectively and
efficiently discharge their responsibilities individually and collectively to the shareholders of
the Company in the areas of;
1. fiduciary duties
2. oversight of the Management
3. evaluation of the Management performance
4. support and guidance in shaping company policies and business strategies
An attempt has been made here in these guidelines to capture and codify in one place these
corporate governance practices. These guidelines will not only provide a systematic and
structured framework as to how it could review and evaluate the Company’s performance in
an independent manner but would also provide assurance to the Directors in terms of their
authority to oversee the Company’s management.
These guidelines are subject to future amendments or changes as the Board may find it
necessary or advisable for the Company in order to achieve these objectives.

BOARD COMPOSITION

ATTRIBUTES

The Board shall make this choice that seems best for the Company at any given point in time.
The Board believes that this issue is part of the succession planning process and it is in the
best interests of the Company. The Board shall make appropriate determination and consider
succession planning at the appropriate time.

Wipro’s Corporate Governance Guidelines specify the board nomination process as well as
board membership criteria. They 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.

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 Of Director Name

M K Sharma - Independent Director

Azim H Premji - Executive Chairman

Narayanan Vaghul - Independent Director

Rishad Premji - Chief Strategy Officer & Member of the Board

Ireena Vittal - Independent Director

Dr. Ashok S Ganguly - Independent Director

Abidali Z Neemuchwala - CEO & Member of the Board

Patrick Dupuis - Independent Director

Dr. Patrick J Ennis - Independent Director

William Arthur Owens - Independent Director

Board Diversity in Industry Experience

Board: Tenure of Directors

Board of Directors’ Responsibilities

The Company’s Board of Directors represents the shareholders’ interest in perpetuating a

successful business and optimizing long term financial returns in a manner consistent with
applicable legal requirements and ethical considerations. The Board is responsible for
identifying and taking reasonable actions to help and assure that the Company is managed in
a way designed to achieve this result.

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.

Board of Directors’ Duties

The basic responsibility of the Directors is to exercise their business judgement to act in what
they reasonably believe to be in the best interests of the Company and its shareholders. In
discharging that obligation, Directors shall be entitled to have access to its records, rely on
the honesty and integrity of the Company’s officers, employees, outside advisors and
independent auditors. The Directors shall acknowledge and sign the following documents;
a. Code of Business Conduct and Ethics
b. Formal letter of appointment
c. Confidentiality Agreement
d. Indemnification Agreement
Directors are expected to attend Board meetings and meetings of Committees on which they
serve, and to spend the time needed and meet as frequently as necessary to properly discharge
their responsibilities. Directors are expected to review meeting materials prior to Board and
Committee meetings and, when possible, shall communicate in advance of meetings any
questions or concerns that they wish to discuss so that management will be prepared to
address the same. The specific duties of the Board of Directors’ are as follows;
1. Selection, Evaluation and Retention of Chairman/Chief Executive Officers and
Oversight of Selection and Performance of Other Executive Officers
2. Understanding, Reviewing and Monitoring Implementation of Strategic Plans and
Annual Operating Plan and Budgets
3. Selection and Oversight of Independent Auditors, Oversight of financial statements as
per the Charter of the Audit/Risk and Compliance Committee
4. Advising Management on significant issues
5. Review and approval of significant Company actions (e.g. Declaration of Dividend,
major Mergers & Acquisition transactions, etc).
6. Evaluating and nominating directors and members of Board committees, overseeing
the structure and practices of the Board and the committees and overseeing other
corporate governance matters.
7. Consideration of other matters (In addition to fulfilling its obligation to increase
shareholder value, the Board shall consider the impact of various actions and
decisions on the Company’s customers, employees, suppliers.
8. Approval of the Charters, guidelines and policies as per the charters of the Board
Governance and Nomination Committee.

Size of the Board.

As per the Memorandum & Articles of Association of the Company, the number of Directors
shall not be less than four and not more than fifteen or such higher number of Directors as
may be permitted under the Companies Act, 1956 as amended or replaced from time to time.
Mix of Executive and Non-Executive Independent Directors
The Board believes that at least 50% of the total strength of the Board shall constitute of Non
Executive Independent Directors.
Board definition of what constitutes “Independent Directors”
The Board shall be comprised of a majority of Directors who qualify as Independent
Directors (“Independent Directors”) under the listing standards of the NYSE. The Board will
review annually the relationship that each director has with the Company (either directly or as
a partner, shareholder or officer of an organization that has a relationship with the Company).
Following such annual review, only those directors who the Board affirmatively determines
have no material relationship with the Company will be considered Independent Directors,
subject to additional qualifications prescribed under the listing standards of the NYSE. The
basis for any determination that a relationship is not material shall be disclosed in accordance
with applicable rules and regulations.
Lead Independent Director
The Lead Independent Director is responsible for coordinating the activities of the other
independent directors and to perform various other duties. The general authority and
responsibility of the Lead Independent Director are to be decided by the group of
Independent Directors. The role of Lead Independent Director shall be determined by the
group of Independent Directors.

Liabilties of Directors

Generally speaking, directors are not personally liable for the debts, liabilities or obligations
of a company except for those debts, liabilities or obligations which arise out of the
negligence, fraud or breach of fiduciary duty on the part of an individual director, or an action
not within his authority and not ratified by the company.

The analysis of directors' liability is assessed under two separate heads:

1. liability to the company and its shareholders; and

2. liability to third parties outside the company.

Liability to company and shareholders

Under the first heading the question would arise where the director provides negligent advice
or acts negligently with the result that the company's assets are diminished and as an indirect
consequence the market value of the shares falls. The general principle laid down by the
English case of Foss v Harbottle (1843) 2 Hare 461 would apply in that the directors' duties
are taken to be to the company and not to its individual shareholders. This can give rise to
difficulties where, for example, the directors have voting control of a company and use that
control to block any action by the company against them. There are, however, several
exceptions where the shareholders can bring action against the directors but this action
(called a "derivative action") is raised by the shareholders (or one or more of them) acting on
behalf of the company. The shareholders are merely seeking to obtain a remedy for the
company itself for the wrong done to the company. Generally speaking, it is possible for
minority shareholders to sue on behalf of the company where some reason can be shown that,
unless they are permitted to do so, the interests of justice will be defeated. The law relating to
derivative actions is extremely complex and the foregoing remarks are intended only to
highlight the manner in which shareholders could take action against the company's directors.

Liability of other directors

The mere fact that one director is liable to the company for a breach of duty does not of itself
render the remaining directors also liable. Thus, for example, in the absence of negligence the
director is not liable for a breach of duty by other directors of which he was ignorant.
Decided English cases have held that failure to attend board meetings does not of itself make
a director liable for the act done at those meetings by his co-directors, and agreement to a
course of practice resulting in loss does not create a liability where a director has taken no
part in the specific action giving rise to the loss.

However, a director will be liable if he has failed to supervise the activities of a guilty
director in circumstances where his duty of care obliges him to do so, or where he has
knowingly participated in or has sanctioned conduct which constitutes a breach of duty – and
in these circumstances a comparatively slight degree of participation is sufficient to create
liability.

Liability to third parties

The directors can also in certain circumstances incur personal liability to third parties eg a
director is potentially liable in tort for his acts as a director. By way of example, if a director
makes a negligent statement to a third party relating to the company's clients or its business
generally and the third party suffers a loss as a result of reliance upon such statement, the
director could incur personal liability. Again, the circumstances in which the third party could
take such action vary and depend also on the degree of professional skill exercised by the
director in providing advice to the third party.

Shaping Directorial Competence and Board Effectiveness

Board membership criteria

The Board Governance and Nomination Committee comprise entirely of Independent
Directors and shall be responsible for identifying, screening, recruiting and recommending
Directors for nomination by the Board for election as members of the Board.

An assessment of the skills and characteristics needed by the Board in the context of the
current status of the Board must be performed on a regular basis;
The qualification guidelines for Board membership criteria shall include;
1. Strong management experience, ideally with major public companies with successful
multinational operations
2. Other areas of expertise or experience that are desirable given the Company’s
business and the current make-up of the Board, such as expertise or experience in
Information Technology businesses, manufacturing, international, financial or
investment banking, scientific research and development, senior level government
experience and academic administration
3. Desirability of range in age, so that retirements are staggered to permit replacement of
Directors of desired skills and experience in a way that will permit appropriate
continuity of Board members
4. Knowledge and skills Independence as defined by the Board
5. Diversity of perspectives brought to the Board by individual members
6. Knowledge and skills in accounting and finance, business judgement, general
management practices, crisis response and management, industry knowledge, labour
laws, international markets, leadership, risk management and strategic planning
7. Personal characteristics matching the Company’s values, such as integrity,
accountability, financial literacy, and high performance standards
Additional characteristics, such as;
1. Commitment to attend a minimum of 75% of meetings which will also include
attendance through audio/video conferencing.
2. Ability and willingness to represent the stockholders’ long and short term interests
3. Awareness of the Company’s responsibilities to its customers, employees, suppliers,
regulatory bodies, and the communities in which it operates
The Board shall evaluate each individual as well as the Board as a whole, with the objective
of recommending a group that can best be responsible for the success of the business and
represent shareholder interests through the exercise of sound judgement using its diversity of
experience in these various areas. The Committees of the Board shall also do the evaluation
of its performance based on the processes of the Board Governance and Nomination
Committee.
In determining whether to recommend a director’s re-election, the Board Governance and
Nomination Committee shall also consider the Director’s past attendance at meetings and
participation in and contributions to the activities of the Board.
One third of the Board members subject to retirement by rotation, are selected annually by
the Company’s shareholders. Each year at the Company’ annual meeting, the Board
recommends names of directors for re-election by shareholders. The Board’s
recommendations are based on its determination (using advice and information supplied by
the Board Governance and Nomination Committee) as to the suitability of each individual, to
serve as directors of the Company, based on the Board membership criteria. The Board’s
recommendation must be approved by a majority of the Independent Directors.

Proportion and Determination of Independent Directors

The Board believes that as a matter of policy, Independent Directors shall comprise of at least
50% of the Company’s Board. This will not, however, prevent the Board from taking valid
actions, if due to a temporary vacancy or vacancies on the Board, there are fewer than the
intended proportion of Independent Directors. Any such vacancies shall be filled as soon as
reasonably practicable.
An “Independent Director” is one who is not, and has not been within the last five years;
1. an employee of the Company or any of its affiliates
2. affiliated with or employed by a present or former independent auditor of the
Company or any of its affiliates
3. part of an interlocking directorship in which an executive officer of the Company
serves on the Board Governance & Nomination Committee and Compensation
Committee of another publicly held company that employs such director
4. an immediate family member of any one who has been an officer of the Company
or any of its affiliates or has had a relationship described above
5. or has never been the Chief Executive Officer of the Company and has been
determined by the Company’s Board not to have any other material relationship
with or to the Company or its management (either directly) or as a partner,
shareholder or officer of an organization that has a material relationship with or to
the Company or its management.
6. any other criteria of independence as may be prescribed by law as amended from
time to time.

Selection of new Directors

The Board and the Board Governance & Nomination Committee shall be responsible in
actual practice and not merely as a procedural formality, for selecting members of the Board
and in recommending them for election by the shareholders. The Board delegates the
screening and selection process involved in selecting the new directors to the Board
Governance & Nomination Committee with direct input from the Chairman of the Board and
Chief Executive Officer.
The Board shall be responsible for determining the qualification of an individual to serve on
the Audit /Risk and Compliance Committee as a designated “Audit/Risk and Compliance
Committee Financial Expert” as required by applicable SEC rules. In light of this
responsibility of the Board, the Board Governance and Nomination Committee shall
coordinate closely with the Board in screening any new candidate and in evaluating whether
to re-nominate any existing director who may serve in this capacity.
The invitation to join the Board shall be extended by the Board itself, through its Chairman of
the Board (if he is an Independent Director) and/or the Chairman of the Board Governance
and Nomination Committee, together, in each case, with the Chief Executive Officer of the
Company.
Extending the Invitation to a Potential Director to join the Board
The invitation to join the Board is extended on behalf of the Board by the Chairman of the
Board.
Tenure
The tenure of Executive Directors must not exceed a period of five years on each occasion.
Independent Directors shall be eligible for retirement by rotation as well as reappointment
once in every two years. The age limit for retirement of the Executive and Non Executive
Independent Directors shall be decided by the Board Governance and Nomination
Committee.
Board Compensation
Executive Directors
Executive Directors shall be paid remuneration within the limits envisaged under Schedule
XIII of the Companies Act, 1956 and other regulations that may be applicable from time to
time. The remuneration payable shall be recommended by the Compensation & Benefits
Committee to the Board and shall be approved by the Board as well as the Shareholders of
the Company.
Non Executive Independent Directors
No professional or consulting fee is payable to Non Executive Independent Directors.
However, a commission may be payable to the Non Executive Independent Directors as may
be recommended by the Compensation Committee and approved by the Board subject
however to the condition that the commission shall not cumulatively exceed 1% of the net
profits of the Company for all Non Executive Independent Directors in the aggregate. The
commission payable in each individual case shall be capped upto an amount as may be
decided by the Compensation Committee. In case of commission payable to the members of
the Compensation Committee, the same shall be decided and approved by the Board.
No specific limitation on other Board Service
The Board does not believe that its members be prohibited from serving on Boards and/or
Committees of other organizations other than on Boards of companies which are in
competition with the businesses pursued by the Company.
Each Director is expected to ensure that his or her other existing and planned future
commitments do not materially interfere with such Director’s service on the Board. Service
on Boards and/or Committees of other organizations shall be consistent with the Company’s
conflict of interest policy.
New Director orientation
The Company has an orientation process for new directors that includes background material,
visits to Company facilities, and meetings with senior management to familiarize the
Directors with the Company’s strategic and operating plans, key issues, corporate
governance, Code of Business Conduct and Ethics, its principal officers, risk management
issues, compliance programs and its internal and independent auditors. In addition, new
members to a Committee will be provided information relevant to the Committee and its roles
and responsibilities.
Continuing Director education
The Board believes that it is appropriate for Directors, at their discretion, to have access to
educational programs 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.
The views of the Directors will be obtained from time to time for areas in which Directors
would like to know more.

BOARD COMMITTEES

Types of Committees
The Board of the Company has the following Committees;
a. Audit/Risk and Compliance Committee
b. Board Governance & Nomination Committee
c. Compensation Committee
d. Shareholders’/Investors’ Grievance and Administrative Committee
The membership of the Audit/Risk and Compliance Committee, Board Governance &
Nomination Committee and Compensation Committee shall comprise of only Non- Executive
Independent Directors of the Company. In the case of Audit/Risk and Compliance
Committee, at least one member shall have accounting or financial management experience,
as defined by the Securities and Exchange Commission rules or as required under applicable
New York Stock Exchange listing requirements. In the case of Shareholders’/Investors’
Grievance and Administrative Committee, the same shall comprise of at least two directors of
the Company. The members of the Committees other than the Executive Directors shall be
paid sitting fees. The Shareholders’/Investors’ Grievance Committee meeting shall be held at
least four times in a year.
The Board has adopted written charters for Audit/Risk and Compliance Committee, Board
Governance & Nomination Committee, and Compensation Committee in line with the
responsibilities envisaged under SEBI laws/NYSE and SEC regulations.
Audit/Risk and Compliance Committee meetings
The meetings of the Audit/Risk and Compliance Committee shall at least be held five times a
year and every quarter the meeting will happen preferably on the day preceding the date of
each of the Board meeting. The docket for the Audit/Risk and Compliance Committee
meeting shall be circulated at least 72 hours prior to the commencement of the meeting.
The Audit/Risk and Compliance Committee meeting shall be attended by;
a. The members of the Audit/Risk and Compliance Committee
b. Independent Auditors under Indian/US GAAP
c. Chairman
d. Joint CEOs
e. Chief Financial Officer and Executive Director
f. Head of Internal Audit
g. Corporate Vice President-Legal & General Counsel
h. Vice President-Corporate Controller
i. Company Secretary
j. Corporate Treasurer
k. Such other invitees at the discretion of the Chairman of the Committee
The Audit/Risk and Compliance Committee shall review the report of the Corporate Internal
Audit once every quarter. During this review, the Business Unit Heads and Chief Financial
Officers of the Business Units shall also be present. Once every quarter, the Audit/Risk and
Compliance Committee shall hold separate independent meetings with;

a. the Head of Internal Audit

b. the Independent auditors under Indian/US GAAP.

Independent criteria for Audit/Risk and Compliance Committee members

In addition to being an Independent Director, as defined above, each member of the

Company’s Audit /Risk and Compliance Committee must not, except in his or her capacity as
a member of the Audit/Risk and Compliance Committee, the Board or any other Committee
of the Board;
1. Accept directly or indirectly any consulting, advisory, or other compensatory fee from
the Company OR
2. Be an affiliated person of the Company or any subsidiary thereof
For this purpose, the term “affiliated person” means one who, directly or indirectly through
one or more intermediaries, controls, is controlled by, or is under common control with, the
Company or any of its subsidiaries. A person will not be deemed in control of the company or
any subsidiary, if the person is not;
1. a beneficial owner directly or indirectly of more than 10% of any class of equity
securities of the Company or such subsidiary; OR
2. an executive officer or director of the Company or such subsidiary As an
amplification of the foregoing;
3. Director’s fees (including fees for service on Committees) must be sole compensation
that an Audit/Risk and Compliance Committee member receives from the Company
4. Permissible director fees may include equity based awards and may also include fees
that are structured to provide additional compensation for additional duties (such as
extra fees for serving and/or chairing Board Committees)
5. A former employee of the Company who later qualifies as an Independent Director
will not be barred from chairing or serving as a voting member of the Audit/Risk and
Compliance Committee merely because he or she receives a pension or other form of
deferred compensation from the Company for his or her prior service (provided such
compensation is not contingent in any way on continued service as a director)
6. Neither an Audit/Risk and Compliance Committee member nor his or her firm may
receive any fees from the Company, directly or indirectly, for services as a consultant
or a legal or financial adviser. This applies without regard to whether the Audit/Risk
and Compliance Committee member is directly involved in rendering any such
services to the Company.

Board Governance and Nomination Committee meetings

The Board Governance and Nomination Committee shall at least be held at least four times a
year on the day preceding the date of every Board meeting. The Board Governance and
Nomination Committee meeting shall be attended by;
a. the members of the Board Governance and Nomination Committee
b. Chairman
c. Corporate Head of Human Resources
d. Company Secretary
e. Such other invitees at the discretion of the Chairman of the Committee
The following information shall be disclosed in the Annual Report and Proxy Statement.
a. A reference to the website where the Board Governance and Nomination Committee
charter is posted and a brief overview of the functions and responsibility of the
Committee with its membership details.
b. Meeting the “independence” requirements by the members of the Board Governance
& Nomination committee as per NYSE listing standards
c. The process being followed by the Board Governance and Nomination Committee for
consideration and evaluation of directors.
d. Whether the Company pays any third party a fee to assist in the process or identifying
and evaluating candidates.
e. The process being followed by the Company for director nomination and election of
Directors who are nominated by the shareholders. Generally, nominations for election
of Directors can be made by shareholders in terms of statutoryprovisions. Company
shall endeavor to place such nominations for theapproval of shareholders in
compliance with the legal requirements.
f. Process followed by the company for communications by shareholders with directors
and screening if any. The Directors shall be accessible at the Annual/Extra-ordinary
General Meetings.
g. Whether the company has rejected candidates put forward by large, long time
shareholders or groups of shareholders.
h. Number of Committee meetings held during the year and attendance of directors at
these meetings including last general meeting.

Compensation Committee meetings

The Compensation Committee shall at least be held at least four times a year on the day
preceding the date of every Board meeting. The Compensation Committee meeting shall be
attended by;
a. the members of the Compensation Committee
b. Chairman
c. Corporate Head of Human Resources
d. Company Secretary
e. Such other invitees at the discretion of the Chairman of the Committee
The following information shall be disclosed in the Annual Report and Proxy Statement.
a. A reference to the website where the Compensation Committee charter is posted and a
brief overview of the functions and responsibility of the Committee with its
membership details
b. Meeting the “independence” requirements by the members of the Compensation
Committee as per NYSE listing standards and other applicable laws.
c. The process being followed by the Compensation Committee in assisting the Board’s
overall responsibility relating to executive compensation and appropriate
compensation packages for Whole-time Directors and Senior Management personnel
in such a manner so as to attract and retain the best available personnel for position of
substantial responsibility with the Company
d. Disclosure of remuneration paid to Whole-time Directors/Senior Management
including stock options granted, if any with grant/exercise price and schedule of
vesting, number of equity shares beneficially owned by theme. Number of Committee
meetings held during the year and attendance of directors at these Committee meetings
including last general meeting.
WIPRO LIMITED AMENDED DISCLOSURE POLICY :

A. OBJECTIVE OF THE POLICY

To have a uniform Disclosure Policy to follow best in class Corporate Governance practices
with respect to disclosures, to ensure timely, adequate and accurate disclosure of information
on an ongoing basis. The requirements under SEBI (Listing Obligations and Disclosure
Requirement), Regulations 2015 were also considered while drafting this policy.

B. SCOPE AND APPLICABILITY OF THE POLICY

This Disclosure Policy is applicable to all disclosures and communication of Material Events
or Information by the Company, which in the opinion of the Board of Directors of the
Company, is material. SEBI (Listing Obligations and Disclosure Requirement) Regulations,
2015 divide the events that need to be disclosed broadly in the following categories.

1. Events specified in Annexure A are deemed to be material events and Company shall
make disclosure of such events.

2. Events specified in Annexure B shall require disclosure based on application of guidelines

for materiality.

3. Events specified in Annexure C shall require disclosure if the event or information viz
major development that is likely to affect business The terms used here will have the same
meaning given to it in this Policy.

For other terms not defined herein, the definitions of Code of Business Conduct of Wipro
shall prevail. Considering that the Company’s securities are listed in New York Stock
Exchange, parity in disclosures shall be followed and whatever is disclosed on New York
Stock Exchange by the Company shall be simultaneously disclosed on National Stock
Exchange and the Bombay Stock Exchange in India.

C. DEFINITIONS

1. Board of Directors or Committee shall mean Board of Directors or Committees of Wipro

Limited.

2. Company means Wipro Limited, its subsidiaries, associates.

3. Disclosure means Disclosure using means and methods as per this Disclosure Policy.

4. Disclosure Committee shall mean Committee constituted under this Disclosure Policy.

5. Disclosure Policy means this Policy.

 6. Material Events or Information mean Events or Information as defined under Schedule III
Part A and Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations,
2015.

7. Officer: shall have the same meaning as defined under the Companies Act, 2013 and shall
also include promoter of the Company.

8. Price Sensitive Information has the meaning referred to in the Company’s Code of
Conduct to Regulate, Monitor and Reporting of Trades by Insiders read with the SEBI
(Prohibition of Insider Trading) Regulations, 2015.

9. Key Managerial Personnel: shall have the meaning as defined under the Companies Act,
2013

D. CRITERIA FOR DETERMINING MATERIALITY OF EVENTS OR

INFORMATION

The following criteria are to be considered for determining materiality of events or

information.

1. Omission of an event or information which is likely to result in discontinuity or alteration

of event or information already available publicly.

2. Omission of an event or information is likely to result in significant market reaction if the

said omission came to light at a later date.

3. In case where the criteria specified above are not applicable an event/information may be
treated as being material if in the opinion of the Board of Directors of the Company, the
event/information is considered material.

E. PROMPT DISCLOSURE OF MATERIAL EVENTS OR

INFORMATION

The Company shall furnish Material Events or Information to all stakeholders on a

continuous and immediate basis. All disclosures shall be made with the prior approval of the
Disclosure Committee. The Company Secretary shall act as Secretary to the Committee and
coordinate the approval and dissemination of the information to all stakeholders.

F. COMMUNICATION DURING QUIET PERIOD/CLOSED TRADING

WINDOW

Quiet period / Closed Trading Window Period is a period commencing from 16th day of the
last month of the quarter and ending with 48 hours after earnings release. Such Closed
Trading Window period could also cover other events/ periods/ target groups as may be
decided by the Insider Trading Compliance Committee from time to time in terms of the
Insider Trading Policy of the Company. The Company will observe such periods during
which authorized representatives (except with the approval of CFO or Head of Investor
Relations) will not meet with members of the investor community to discuss financials and/or
operational results. This period includes, but is not limited to, attendance at investor
conferences, group meetings and one-on-one meetings but does not include social gathering,
get together with investor groups as opposed to one on one meetings. During this period, the
Investor Relations Department will answer only questions in the nature of clarification of
historical information or understanding of overall business. During the Closed Trading
Window, any Disclosure or a press release or press conference will be permitted only after
obtaining prior approval from the Disclosure Committee. This shall include disclosures made
internally to the Employees in Group mailers about a deal win or termination of contract, etc.
Exception: Approval of the Committee will not be required if the disclosure is made
internally to the Employees in Group mailers about a deal win or termination of contract,
during an open trading window and if the threshold limits for Disclosure as per internal
guidelines of this Policy are not crossed. Marketing Team is empowered to take a view on
such internal disclosures within those thresholds and in similar announcements in Blogs etc.
within the thresholds as per internal guidelines of this Policy without a formal requirement
for disclosure to the Stock exchange, Media etc.

G. UNINTENDED OR INADVERTANT DISCLOSURES

In the event of an unintended disclosure, inadvertently made, by the spokesperson or an

employee of the Company it shall be immediately rebutted or clarified to the target audience
as soon as possible to minimize any impact due to such un intended or inadvertent
disclosures.
 REFERENCES

1. https://www.wipro.com/content/dam/nexus/en/investor/corporate-
governance/policies-and-guidelines/ethical-guidelines/12770-Disclosure-Policy.pdf
2. https://www.wipro.com/annual-reports/
3. https://www.wipro.com/content/dam/nexus/en/investor/annual-reports/2017-
2018/annual-report-for-fy-2017-18.pdf
4. https://www.wipro.com/content/dam/nexus/en/investor/annual-reports/2017-
2018/disclosure-under-SEBI-share-based-employee-benefits-regulations-2014-for-
the-year-ended-march-31-2018.pdf
5. http://www.moneycontrol.com/stocks/stock_market/corp_notices.php?autono=10195
021&classic=true
6. https://www.wipro.com/content/dam/nexus/en/investor/annual-reports/2017-
2018/form-20f-2017-18.pdf