Corporate Governance at Wipro

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Corporate Governance at WIPRO

Table of Contents
1.What’s corporate governance 1
1.1Definition 1
1.2Meaning of corporate governess in legal environment. 2
1.3Parties to corporate governance 2

1.4Principles 3

1.5Internal corporate governance controls 4

1.6External corporate governance controls 5

2.Corporate Governance at Wipro 6
2.1. About Wipro 6
2.2 Corporate Governance Guidelines of Wipro Limited 6 2.2.1 Introduction 6
2.2.2 Board Compensation 7
3. Board Compensation 11
3.1 Executive Directors 11
3.2No specific limitation on other Board Services 11
3.3 New Director Orientation 12
3.4 Counting Director Education12
4. Board Meetings 12
4.1 Scheduling and Selection of Agenda items for Board Meeting12 4.2 Place of holding the Board Meeting12
4.3 Agenda for Board Meetings 12
4.4 Advance Distribution of Board Materials 13
4.5 Attendance at Board Meetings 13
4.6 Fees and Allowance for attending Board Meeting 13
4.7 Independent Meeting of the Non- Executive Independent Directors 13 4.8 Board access to Senior Management and Independent Advisors 14 4.9 Materiality Determination based on facts and circumstances 14 4.10 Strategic and Operating Plans 14

4.11 Minute 14
5. Board Committees 15
5.1 Types of Committees 15
5.2 Audit/Risk and Compliance Committee Meetings 15 5.3 Independent criteria for Audit/Risk and compliance committee members 16 5.4 Board Governance and Nomination Committee Meetings 17 5.5 Compensation Committee Meetings 17 5.7Shareholder’s/ Investors Grievance and Administration Committee 18 5.7 Assignment and Rotation of Committee members and chairs 18 5.8 Frequency and Length of Meeting of the Board and Agenda 19 6. Board Performance 20 6.1. Group Performance 20

6.2. Individual Performance 20

6.3. Management Development 20 6.4. Management’s Responsibilities 20

7. Miscellaneous 23

8. Standards of Independent Director under NYSE Listing and Securities Exchange Board of India 24

Corporate Governance

1.What’s corporate governance?
Corporate governance is the set of processes, customs, policies, laws, and institutions affecting the way a corporation (or company) is...
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