INTRODUCTION – WIPRO LTD

Wipro Technologies is an IT service company

established in 1980 in India, it is a subsidiary of
Wipro Limited NYSE: WIT . It is headquartered in
Bangalore. It is the
third largest IT
services company in
India.It has 61,000
employees as of Oct
2006, which is
inclusive of it's BPO
arm which it acquired
in 2002.The current
chairman and majority
stake owner is Azim
Premji. From inception the software and hardware
divisions have been headed by him. Azim H. Premji
has been Wipro Ltd.'s Chairman of the Board and
Managing Director since September 1968. Mr. Premji

Wipro as a company going global

holds a Bachelor of Science in Electrical
Engineering from Stanford University. Currently, he
is also a Director of Media Lab Asia. Wipro was set
up in Amalner in 1945. Primarily an edible oil
factory, the chief products were Sunflower Vanaspati
and 787 laundry soap (a by-product of the Vanaspati
operations). The company was called Western India
Vegetable Products Limited, with a minor presence
in Maharashtra and Madhya Pradesh.

The Global IT Services and Products segment

provides IT services to customers in the Americas,
Europe, and Japan. The India and AsiaPac IT
Services and Products segment operates in the
Indian IT market and offers IT products and services
to the companies in India, Asia-Pacific, and the
Middle East region. Consumer Care and Lighting
segment engages in the manufacture and sale of
consumer care and lighting products. The consumer
care products include soaps and toiletries, baby

Wipro as a company going global

products, talcum powders, and hydrogenerated
cooking oils. The lighting products include light
bulbs, fluorescent tubes, and luminaries. In the
1970s and 1980s it began to expand and made
forays into computing. The Indian promoters hold
more than 80 percent of the total share capital of the
company while the Indian public holds about 7
percent and institutional investors hold about 6
percent.
Wipro's has clients across a spectrum of industries
such as consumer electronics, finance, Government,
insurance, manufacturing, media & entertainment,
mobile devices, Telecom - equipment vendors and
service providers, travel & transportation etc. To
these clients the company offers services such as
application development, deployment &
maintenance, business intelligence, business
consulting, CRM, data warehousing, enterprise
application services and security, industrial
automation, space communications, technology

Wipro as a company going global

consulting, network management, testing services,
system design, Web services, wireless networks,
software application development and maintenance
etc. The company also provides consultancy services
like security governance, e-governance etc.
Wipro Limited, through its subsidiaries, provides IT
services worldwide. It offers software solutions, IT
consulting, business process outsourcing services,
and research and development services in the areas
of hardware and software design. The company
operates in three segments:

 Global IT Services and Products

 India and AsiaPac IT Services and
Products,
 Consumer Care and Lighting.

The business units of Wipro Ltd. are as follows:

 Wipro Technologies:

Wipro as a company going global

Wipro Technologies is a global services
provider delivering technology-driven business
solutions that meet the strategic objectives of our
clients. Wipro has 40+ ‘Centers of Excellence’ that
create solutions around specific needs of industries.
Wipro delivers unmatched business value to
customers through a combination of process
excellence, quality frameworks and service delivery
innovation. Wipro is the World's first CMMi Level 5
certified software services company and the first
outside USA to receive the IEEE Software Process
Award.
 Wipro Consumer Care Ltd.
Wipro Consumer Care and Lighting, (WCCLtg) a
Business Unit of Wipro Limited, has a profitable
presence in the branded retail market of toilet soaps,
hair care soaps, baby care products and lighting
products. It is also a leader in institutional lighting

Wipro as a company going global

in specified segments like software, pharma and
retail.

Wipro Consumer Care has been one of the fastest

growing FMCG companies as reflected by the
organizational performance in the last three years.
We have grown both organically and through
acquisitions.

 Wipro Infotech

Is the leading strategic IT partner for companies

across India, the Middle East
and Asia-Pacific - offering
integrated IT solutions. We plan,
deploy, sustain and maintain
your IT lifecycle through our
total outsourcing, consulting services, business
solutions and professional services. Wipro Infotech
helps you drive momentum in your organisation - no
matter what domain you are in.

Wipro as a company going global

Backed by our strong quality processes and rich
experience managing global clients across various
business verticals, we align IT strategies to your
business goals. Along with our best of breed
technology partners, Wipro Infotech also helps you
with your hardware and IT infrastructure needs.

Wipro Infotech is a part of USD 5 billion Wipro

Limited (NYSE:WIT) with a market capitalization of
USD 24 billion. The various accreditations that we
have achieved for every service we offer reflect our
commitment towards quality assurance. Wipro
Infotech was the first global software company to
achieve Level 5 SEI-CMM, the world's first IT
company to achieve Six Sigma, as well as the world's
first company to attain Level 5 PCMM. Currently,
our presence extends to 9 regional offices in India
besides offices in the KSA, UAE, Taiwan, Malaysia,
Singapore, Australia and other regions in Asia-
Pacific and the Middle East.

Wipro as a company going global

  Wipro Biomed
Wipro Biomed is the Biomedical business division of
the Rs. 90 billion (USD 2 billion) Wipro Limited.
Wipro Biomed is India's only Biomedical, Health and
Life Science service provider offering integrated
products, services and solutions focused on the
domestic market. Built on over 15 years of
biomedical experience, we have more than 2000
customers in diagnostics, life sciences and medical
systems.Wipro Biomed has three businesses - Life
Science Group, Diagnostics System Group and
Medical Systems Group. We have developed
expertise in consulting, deploying,servicing and back
up of bio-medical equipments. We have strong
partnerships with leading bio-medical technology
providers, wide geographic reach to support and
service the equipments backed by focus on quality
and innovation.

Wipro as a company going global

  Wipro Infrastructure Engineering.

Wipro Infrastructure Engineering (formerly Wipro

Fluid Power) provides solutions ranging from
Precision Engineered Products to value added
Services for customers in industries that serve the
core infrastructure sector - ranging from
Construction, Mining, Agriculture and Power to Steel
Plants and Ports.Our product and service offerings
include high precision hydraulic cylinders, valves,
PTO's, complete tipping solutions and system
solutions for a wide range of applications.We are the
largest Indian provider of precision engineered
hydraulic components and solutions.

 Wipro GE Medical Systems Ltd.

Wipro GE Medical Systems is a joint venture

between Wipro and General Electric Company. A
part of GE Medical Systems South Asia, it caters to
customer and patient needs with a commitment to

Wipro as a company going global

uncompromising quality .Wipro GE is the market
leader with unmatched distribution and service
reach in South Asia and is India’s largest exporter of
medical systems. Wipro GE pioneered the
manufacture of Ultrasound and Computed
Tomography systems in India and is a supplier for
all GE Medical Systems products and services in
South Asia.

Wipro and its success in handling outsourced

information technology from U.S. businesses is
detailed in Thomas L. Friedman's best-selling novel
"The World Is Flat".

Business Products
Wipro Technologies  IT Services
 Product
Engineering
Solutions
 Technology

Wipro as a company going global

 Infrastructure
Services
 Business Process
Outsourcing
 Consulting Services
Wipro Infotech Ltd. Notebooks

Desktops

Servers

Enterprise Products

Sun Servers

IBM Servers

Business Application
and Development

Data Warehousing

Technology Integration
Wipro Consumer Care Fast Moving Consumer
& Lightning Goods
Wipro Infrastructure Construction, Mining,

Wipro as a company going global

Engineering Agriculture, Ports
Wipro GE Medical Medical systems
Systems Ltd.
Wipro Biomed Specialty Products

Life Sciences

Diagnostic

Medical Systems

Managed Services

EXECUTIVE PROFILE

Wipro as a company going global

AZIM PREMJI
The Chairmanof Wipro Corporation

Vivek Paul
Vice Chairman of Wipro

What is business ethics?

Wipro as a company going global

Business Ethics is a relatively new, but
increasingly important, part of Business Studies.
The question, or problem, is this:
A business is expected to
achieve its objectives, usually
to make a decent profit for the
owners/shareholders. In doing
so, it may need to overlook the
wishes of others.
For example, it could lie about
the benefits of its products in
order to get more revenue. It
could skip important safety
checks to save costs. What
should the business do?
To some extent, this is an area already covered by
Business Law. When society largely agrees, a law
can be passed to stop behaviour the society
disapproves of. For example, discrimination against
women is illegal (it wasn’t always so).
Business Ethics : An Indian Perspective,

Business Ethics: An Indian Perspective introduces

ethical concepts that are relevant to resolving moral
issues in business. It sensitizes readers on ethical
principles and develops reasoning and analytical
skills needed to apply ethical concepts to business

Wipro as a company going global

decisions. The book is interspersed with a lot of
case studies, more specifically Indian scenarios
making it relevant for Indian students. Chapter
topics cover ethical theories underlying business,
application of ethics in day-to-day business, ethics
and the environment and ethics in consumer
protection. It also features ethical issues in various
managerial functions such as finance, human
resource and marketing. A separate chapter on the
IT sector specifically addresses the ethical dilemmas
of today’s upcoming industry.

Features:
 An Indian perspective is presented through
detailed discussion and studies of ethics
practiced in Indian businesses including ethics
in consumer protection, environmental ethics
and corporate ethics.
 Detailed discussion of issues in the financial,
marketing and human resource disciplines of
businesses.
 Coverage of the IT industry exploring the
emerging cyber crimes and the Indian laws
governing them.
 Numerous contextually relevant cases that show
ethics in practice in large and small real-world
companies.

Wipro as a company going global

  Many cases on unethical behaviour in today’s
corporate organizations leading to active
discussions.
Wipro gets PHDCCI''s Ethics in Business
Awardnews

Wipro has been awarded the

“Ethics is Good Business” award for the Year 2002.
The award, instituted by the Punjab, Haryana and
Delhi Chamber of Commerce and Industry
(PHDCCI), recognises Wipro’s ethics and value-based
business performance.
Wipro has compiled an "Integrity Manual" that
defines the way Wiproites should deal with their
customers. Wipro has also introduced a helpline
known as “Wipro SOS”. This helpline comprises
senior members of the company, like chairman Azim
Premji
In India, Wipro offers system integration, network
integration, software solutions and IT services.
Wipro also has a profitable presence in niche market
segments of consumer products and lighting. In the
Wipro as a company going global
Asia Pacific and Middle East markets, Wipro
provides IT solutions and services for global
corporations.

OBJECTIVES – WIPRO:
=> Conduct business with utmost economy and with
the full realisation that the money’s belong to the
policy holders.
=> Act as trustee’s of the insured public in their
individual as well as collective capacities.
=> Promote amongst all employees and agents of the
corporation, pride and job satisfaction through
discharge of their duties with dedication
=> Bear in mind, in the investment of funds, the
primary obligation to its policy holders, whose
money it holds in trust, without losing sight of the
interest of the community as a whole; the funds to
be deployed to the best of advantage of the investors
as well as the community as a whole, keeping in
view the national priorities and obligations of
attractive returns.
=> Involve all people working in the corporation to
the best of their capability in furthering the interest
of the insured public by providing efficient service
with courtesy.

Wipro as a company going global

WIPRO VISION AND MISION
STATEMENT
Vision

Contribute for global e-society, where a wide range of

information is being exchanged beyond time and
space over global networks, which breaks down the
boundaries among countries, regions and cultures,
allowing individuals to take part in various social
activities in an impartial, secure way.
Continous effort to enhance people's lifestyle and
quality by means of developing new technology in
wireless communication.
Mission

Our mission is to be a RF System Solution Provider,

through its innovative research and design works for
a new world of broadband wireless communications.

Goals:

 To support customers who rely on our ability as

an advanced RF System Solution Provider
 To build up core competencies through
collaboration with technological partners

Wipro as a company going global

  To contribute to the Ubiquitous Networking
Society by providing chip level RF system
solutions

Values:

 Outstanding
 Teamwork
 Challenge
 Spirit

CORPORATE GOVERNANCE:

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,

Wipro as a company going global

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 (see section 9 below).
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.

CORPORATE GOVERNANCE GUIDELINES OF

WIPRO :

Wipro as a company going global

A. INTRODUCTION
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.
Wipro as a company going global
B. BOARD COMPOSITION

B1.Selection and appointment of Chairman and

Managing Director
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.
B2. 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.

Wipro as a company going global

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.

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

Wipro as a company going global

shareholders of the Company in the areas of;
- fiduciary duties
- oversight of the Management
- evaluation of the Management performance -
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.

Wipro as a company going global

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.

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.
Wipro as a company going global
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
Wipro as a company going global
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.
B3. 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. B4. 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

Wipro as a company going global

Non Executive Independent Directors.
B5. 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.
Wipro as a company going global
B6. 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.
B7. 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

Wipro as a company going global

the current status of the Board must be performed
on a regular basis;
The qualification guidelines for Board membership
criteria shall include;
- Strong management experience, ideally with major
public companies with
successful multinational operations
- 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 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.

Wipro as a company going global

B8. 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.
(a) Independence Generally
An “Independent Director” is one who is not, and
has not been within the last five years;
- an employee of the Company or any of its affiliates
- affiliated with or employed by a present or former
independent auditor of the
Company or any of its affiliates
- part of an interlocking directorship in which an
executive officer of the Company

Wipro as a company going global

serves on the Board Governance & Nomination
Committee and Compensation
Committee of another publicly held company that
employs such director
- 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
- 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.
- any other criteria of independence as may be
prescribed by law as amended
from time to time
B9. Selection of new Directors
Wipro as a company going global
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

Wipro as a company going global

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.
B10. 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.
B11. 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

Wipro as a company going global

and Non Executive Independent Directors shall be
decided by the Board
Governance and Nomination Committee.
B12. 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

Wipro as a company going global

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.
B13. 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

Wipro as a company going global

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.
B14. 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.
B15. Continuing Director education

Wipro as a company going global

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.
D. BOARD COMMITTEES
D1. Types of Committees
The Board of the Company has the following
Committees;
- Audit/Risk and Compliance Committee
- Board Governance & Nomination Committee
- Compensation Committee
- Shareholders’/Investors’ Grievance and
Administrative Committee
The membership of the Audit/Risk and Compliance
Committee, Board Governance &

Wipro as a company going global

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,

Wipro as a company going global

Board Governance & Nomination Committee, and
Compensation Committee in line with
the responsibilities envisaged under SEBI
laws/NYSE and SEC regulations.
D2. 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;
- The members of the Audit/Risk and Compliance
Committee
- Independent Auditors under Indian/US GAAP -
Chairman
- Joint CEOs
Wipro as a company going global
- Chief Financial Officer and Executive Director
- Head of Internal Audit
- Corporate Vice President-Legal & General Counsel
- Vice President-Corporate Controller
- Company Secretary
- Corporate Treasurer
- 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;
- the Head of Internal Audit
- the Independent auditors under Indian/US GAAP.
The detailed charter of the Audit/Risk and
Compliance Committee of the Board is
Wipro as a company going global
available at www.wipro.com.
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;
- Accept directly or indirectly any consulting,
advisory, or other
compensatory fee from the Company OR
- 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

Wipro as a company going global

control of the company or any subsidiary, if the
person is not;
- a beneficial owner directly or indirectly of more
than 10% of any class of equity
securities of the Company or such subsidiary; OR
- an executive officer or director of the Company or
such subsidiary
As an amplification of the foregoing;
- 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
- 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)
- A former employee of the Company who later
qualifies as an Independent

Wipro as a company going global

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)
- 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.
D3. Board Governance and Nomination
Committee meetings
The Board Governance and Nomination Committee
shall at least be held at least four
Wipro as a company going global
times a year on the day preceding the date of every
Board meeting.
The Board Governance and Nomination Committee
meeting shall be attended by;
- the members of the Board Governance and
Nomination Committee
- Chairman
- Corporate Head of Human Resources
- Company Secretary - 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 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.
- Meeting the “independence” requirements by the
members of the Board
Governance & Nomination committee as per NYSE
listing standards
Wipro as a company going global
- The process being followed by the Board
Governance and Nomination
Committee for consideration and evaluation of
directors.
- Whether the Company pays any third party a fee to
assist in the process or
identifying and evaluating candidates.
- 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 statutory
provisions. Company shall endeavor to place such
nominations for the
approval of shareholders in compliance with the
legal requirements.
- 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.
Wipro as a company going global
- Whether the company has rejected candidates
put forward by large, long
time shareholders or groups of shareholders.
- Number of Committee meetings held during the
year and attendance of directors
at these meetings including last general meeting.
D4. 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;
- the members of the Compensation Committee
- Chairman
- Corporate Head of Human Resources - Company
Secretary
- 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.

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- 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
- Meeting the “independence” requirements by the
members of the Compensation
Committee as per NYSE listing standards and other
applicable laws.
- 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
- Disclosure of remuneration paid to Whole-time
Directors/Senior Management

Wipro as a company going global

including stock options granted, if any with
grant/exercise price and schedule of
vesting, number of equity shares beneficially owned
by them
- Number of Committee meetings held during the
year and attendance of directors
at these Committee meetings including last general
meeting.
D5. Shareholder’s/ Investors’ Grievance and
Administrative Committee
The Shareholders’/Investors’ Grievance and
Administrative Committee meetings shall
be at least held once in a quarter. The Chairman of
this Committee shall be a Non
Executive Independent Director. This Committee
shall approve transfer of shares,
transmission of shares, issue of duplicate share
certificates, etc. We have internally
fixed turnaround times for closing the
queries/complaints received from the
shareholders within 7 days.

Wipro as a company going global

This Committee shall also review the
queries/complaints received from the
shareholders during the fortnight and responses
given to the shareholders. The
management shall place a detailed MIS report on
shareholders queries/complaints to
the Committee on a fortnightly basis. The Company
shall also disclose the details of
queries/complaints received during the quarter and
resolved during the quarter in its
earnings release every quarter.
This Committee shall also approve the allotment of
shares to eligible employees who
exercise their stock options, grant power of attorneys
and other administrative functions. The Committee
shall carry out such other powers deleted to it by the
Board
from time to time.
D6. Assignment and Rotation of Committee
members and Chairs
The Board Governance and Nomination Committee
shall consider on a periodic basis

Wipro as a company going global

whether it is in the Company’s best interest to
rotate chairs and/or members within and
among Committees. In all cases, such rotations shall
be done if rotation is likely to
increase Committees’ performance.
D7. Frequency and length of meeting of the
Committees of the Board and Agenda-
The Chairman of each Committee of the Board, in
consultation with the Chairman of the
Board and appropriate members of management,
will determine the frequency and
length of the meeting of the Committees’ and develop
the Committees’ agenda. The
agendas and minutes of the Committee meetings will
be shared with full Board, and
other Board members are welcome to attend
Committee meetings.
REVIEW OF MANAGEMENT
E1. Performance review and succession planning
The Board Governance and Nomination Committee
of the Board shall review the

Wipro as a company going global

policies and principles adopted for selection of the
Chief Executive Officer of the
Company.
The Board Governance and Nomination Committee
shall work with the Chairman to
plan for Chief Executive Officer’s succession and
Senior management development,
in the event of an emergency or retirement of the
Chief Executive Officer.
As part of the annual evaluation process of the Chief
Executive Officer, the Board
Governance and Nomination Committee of the Board
shall work with the Chairman to
plan for Chief Executive Officer’s succession, as well
as to develop plans for interim
succession for the Chief Executive Officer in the
event of an unexpected occurrence.
The Board Governance & Nomination Committee will
make an annual report to the
Board on succession planning, and the Board will
work with the Committee to nominate

Wipro as a company going global

and evaluate potential successors to the Chief
Executive Officer/Senior Management
personnel. Succession planning may be reviewed
more frequently by the Board as it
deems fit to review.

Corporate Social Responsibility:

Wipro as a company going global

Corporate Social Responsibility is defined as
operating a business that meets or exceeds the
ethical, legal, commercial and public expectations
that society has of business.

Corporate Social Responsibility is one such niche

area of Corporate Behaviour and Governance that
needs to get aggressively addressed and
implemented tactfully in the organizations. At the
same time CSR is one such effective tool that
synergizes the efforts of Corporate and the social
sector agencies towards sustainable growth and
development of societal objectives at large.

India is a fast growing economy and is booming with

national and multinational firms. At the same time,
the Indian land also faces social challenges like
poverty, population growth, corruption, illiteracy just
to name a few. Therefore it is all the more imperative
for the Indian companies to be sensitized to CSR in
the right perspective in order to facilitate and create
an enabling environment for equitable partnership
between the civil society and business.

Wipro as a company going global

Objective:
Generate awareness and impart skills amongst the
corporate, civic bodies and govt. bodies regarding the
importance of Corporate Social Responsibility as an
effective tool for creating an enabling environment of
equitable partnership between civil society and
business.
To encourage responsible business practices
amongst organizations

Corporate Social Responsibility of wipro

Wipro Cares is an initiative by the Wiproites, their
family members and friends to contribute in the
areas of education, community and social
development. Wipro Cares philosophy is to utilize
the collective wisdom of volunteers to bring long
term benefits and satisfaction to the community, as
we believe that providing funds alone will not help
the community.This is a unique corporate
experiment to channelise the contributions of the
Wiproites matched by Wipro, and the desires of
Wiproites to make meaningful contributions to
Wipro as a company going global
 society, on a continuous basis.
Wipro Cares contributes through two pronged
strategy: providing rehabilitation to survivors of
natural calamities and enhancing learning abilities
of children from the under privileged sections of the
society

 Learning enhancement: Wipro Cares has initiated

Learning Enhancement Programmes at schools
catering to the children from the under privileged
section of the society. The main objectives of this
programme is to improve the standards of learning,
build confidence, ignite curiosity, broaden their
awareness levels, improve their communication
skills in English , build a healthy self-esteem and
help them break through self imposed limits to
achieve his/her greatest potential.In line with its
focus, these programmes have been successfully
implemented in Olcott Memorial School in
Besantnagar, Chennai and Government Secondary
School in Viveknagar, Bangalore.

Wipro as a company going global

 The Olcott Memorial School in Besantnagar,
Chennai is a 110 years old Tamil medium school run
by the theological Society. Wipro Cares volunteers
work with the students of classes 4 and 5 (total
strength -120 children), for about two hours on the
1st and 3rd Saturdays of every month. The
Government Secondary School in Viveknagar,
Bangalore in run in three different languages-Tamil,
Telegu and Kannada.Volunteers who are comfortable
in communicating in one of these languages take up
the responsibility of each class where they devote 2
hours every Saturday. The volunteers work with
children from class 2 onwards.As we go along, we
plan to roll this programme in several more schools
and in other cities.  

 Makkala Jagriti - Wipro Cares Learning Centre:A

Learning Center focused on providing enriching,
exciting, safe and secure environment to children
from under privileged sections of the society was
inaugurated by Makkala Jagriti, and Wipro Cares in

Wipro as a company going global

Bangalore. Makkala Jagriti is an NGO, whose
focus is to work with underprivileged children in the
area of education. The Learning Centre will also
provide opportunities for contributing to the
community to Wipro employees, their friends and
families. They can get involved by interacting,
involving, teaching & learning in mutually enriching
way to reach quality-learning environment to the
economically disadvantaged children in an
integrated manner through the Learning Centre..

 Summer Camp for Children : The idea of

interacting with the children of the school using
creative and innovative ways such as arts, crafts
and other fun activities appealed to the Wipro
Cares volunteers. It had two fold objectives:
First, to stay in touch with the children that
they were involved with during the summer
break. Second, to make the summer holidays
enjoyable for these children, who would
otherwise have to spend time playing with mud

Wipro as a company going global

and sand outside their homes, when their
parents go to work. The activities also brought
forth the hidden talents of these children (and
the volunteers!) be it story telling with hand
puppets, painting or clay modeling. A group of
volunteers took on the additional responsibility
of organizing the camp, with the support of the
administration. They planned out different
activities every Saturday.The summer camps
also helped these children develop their skills,
confidence and motivation to succeed not just in
classrooms but in life.
 
Providing Basic Infrastructure at the School-
For a child to come regularly to the school and
stay interested in school activities, it is
necessary hat the school is equipped with proper
infrastructure. Moreover, research has shown
that lack of toilets facilities for girls is the main
reason for the high drop out rates among

Wipro as a company going global

 students.In the Government School in
Veveknagar, Bangalore-India, Wipro Cares has
constructed toilet blocks to cater to e student
population. Along with that, we have provided a
gate, which will ensure that the kids will not run
out of the school to the roads, which may be
dangerous. Small but thoughtful contributions
from Wipro Cares.
 Healthcare -
Making high-quality healthcare the norm is an
ongoing challenge. Since its inception, the
Foundation has initiated several activities that
benefit the rural and urban poor. Apart from
constructing hospital wards, donating hi-tech
equipment and organizing health camps, the
Foundation also distributes medicines to
economically-weaker sections in remote areas.

Conclusion:

Wipro as a company going global

Wipro believes in two fundaments that have guided
its engagement: “One, Wipro is a socioeconomic
citizen. Two, if you can do good, you must.” Its major
thrust for CSR is education. Wipro Applying Thought
in Schools: This initiative is aimed to rekindle the
spirit of curiosity in children, in order to develop
critical, creative and caring citizens. The project
ranges from training programmes for teaches and
principals to concerted efforts for transforming entire
schools. It started in 2001 and it has reached over
4,500 teaches and principals from 241 schools in 4
states. Its Chairman Azim Premji has launched his
own Foundation – Azim Premij Foundation – with a
focus on universalisation of education.

Wipro believes that value creation for shareholders is

necessary, but not the sole purpose of its existence.
Wipro idea of corporation is that it is not a machine,
but a social system of people coming together to
make life better, for themselves and for the world.
Wipro business and initiatives are driven by the idea

Wipro as a company going global

of creating value for all its stakeholders –
shareholders, community, employees and
customers.

BIBLIOGRAPHY:

Website
www.wipro.com
www.wikipedea.org
www.google.com
www.wipro.com/webpages/index.htm
www.Quickmba.com
www.hinduonnet.com

Wipro as a company going global