CORPORATE GOVERNANCE GUIDELINES OF WIPRO LIMITED

A. INTRODUCTION

(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;

- 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.

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.

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.

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.

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

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.

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

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 development, senior level government experience and academic

administration

- 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

- Knowledge and skills Independence as defined by the Board

- Diversity of perspectives brought to the Board by individual members

- 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

- Personal characteristics matching the Company’s values, such as integrity,

accountability, financial literacy, and high performance standards

Additional characteristics, such as;

- Commitment to attend a minimum of 75% of meetings which will also include

attendance through audio/video conferencing.

- Ability and willingness to represent the stockholders’ long and short term

interests

- 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.

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 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

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.

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

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

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

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

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.

C. BOARD MEETINGS

C1. Scheduling and Selection of Agenda Items for Board meetings

The Board meetings of the Company shall be held once every quarter i.e. during the

third week of April, July, October and January every year. The calendar of dates for

the Board meetings and Committee meetings of the Board shall be decided by the Board at least 15 months in advance and shall be formally circulated to each of the

Board members.

C2. Place of holding the Board meetings

The meetings of the Board will be held at the Company’s registered office in Bangalore

unless otherwise decided by the Board of Directors.

C3. Agenda for the Board meetings

The agenda for the Board meetings will be sent to the Directors at least 15 days prior to

the Board meeting. Draft agenda of the Board meeting as well as the Committee

meetings shall be circulated to the Board members and the Chairman of the SubCommittees of the Board respectively, for their views. The agenda shall include such

matters as decided by the management as well as the issues suggested by any of the

Directors from time to time. Each Board member is free to suggest the inclusion of

items on the agenda. Each Board member is also free to raise at any Board meeting,

subjects that are not on the agenda for that meeting.

Importantly, the agenda and meeting schedule must permit adequate time for

discussion and a healthy give and take between Board members and management.

C4. Advance Distribution of Board Materials

In accordance with the requirements of Secretarial Standards issued by the Institute of

Company Secretaries of India, all information relevant to the Board’s understanding of

matters to be discussed at an upcoming Board meeting shall be distributed in writing or

electronically to all members at least one week in advance. Such materials shall be the

materials sought by the Directors based on the specific requirements as mentioned by

them in the feed back form given at the end of each Board meeting. This helps in

facilitating the efficient use of meeting time. In preparing this information, management

shall ensure that the materials distributed are as concise as possible, yet give directors

sufficient information to make informed decisions. The Board acknowledges that certain

items to be discussed at Board meetings are of an extremely sensitive nature and that

the distribution of materials on these matters prior to Board meetings may not be

appropriate.

C5. Attendance at Board meetings

The Board meetings shall be attended by the Directors as well as all members of the

Corporate Executive Council of the Company on invitation by the Board. The Board welcomes the regular attendance at each Board meeting of selected members of

management as invited by the Chairman.

Furthermore, the Board encourages attendance of key managers from the

management to be present at the Board meetings who can provide an insight into the

items being discussed because of their expertise in these areas.

All Executive Directors shall make it a point to attend all meetings of the Board. The

Non Executive Independent Directors shall make it a point to attend at least three

meetings in a year. In case if it is not possible to attend Board meeting in person,

wherever possible, Directors shall make themselves available to participate in the

Board meetings through teleconference or video-conference though for the purpose of

attendance their participation would be subject to legal requirements.

C6. Fees and allowances for attending the Board meeting

1. Sitting fees of Rs.20,000 per meeting shall be payable for each Board/Committee

meeting

2. Actual lodging, Boarding, travel expenses from the usual place of

residence to the location of Board meeting and out of pocket expenses, to all

directors

3. No sitting fees shall be payable to Executive Directors

C7. Independent Meeting of the Non Executive Independent Directors

Every Board meeting shall be preceded by a meeting of the Non Executive Independent

Directors of the Company with no Whole-time Directors or management

personnel being present for a period not more than one hour. Normally, the Lead

Independent Director shall act as the presiding Independent Director to preside at one

or more such separate meetings. In the absence of the Lead Independent Director, one

of the Independent Directors chosen by the group of Independent Directors as per the

process laid down by them shall act as presiding Independent Director of the executive

sessions. These executive session discussions may include such topics as the

independent directors determine. The name of the Lead Independent Director who

presides the executive sessions shall be disclosed in the annual report. The duties of

the Lead Independent Director shall be to chair discussions among the independent

directors, to facilitate their communication with each other and management, and to be

the spokesperson on behalf of the independent directors in matters dealing with the

press and public when called upon. The existence of this position is not intended in

any way to inhibit discussions among the directors or between any of them and the

Chief Executive Officer. C8. Board access to Senior Management and Independent Advisors

Board members are granted complete access to the Company’s Management

(nevertheless ensuring that such contact does not interfere with the operation of the

Company’s ordinary business). The Board, in its sole discretion, also shall have access

to any independent advisors and the Company records.

C9. Materiality determination based on Facts and Circumstances

In assessing the materiality of any existing or proposed director’s relationship with the

Company (other than a relationship described in Standards enumerated at the end of

these guidelines applicable for an Independent Director, which will always be deemed

material), the Board will consider all relevant facts and circumstances. Material

relationships can include, but are not limited to, commercial, industrial, banking,

consulting, legal, accounting, charitable and familial relationship. The Board shall

evaluate materiality not only from the perspective of the director, but also from that of

persons and organizations with which the director has a relationship. The Board may

adopt categorical standards to assist it in making determinations of independence. The

basis for determination by the Board that a relationship is not material shall be disclosed

in Company’s proxy statement. This disclosure shall be stated in a general way for

anyone satisfying any categorical standards adopted by the Board and described in the

proxy statement, but the determination shall be specifically explained if no such

standards are adopted or if a director does not satisfy them.

C10. Strategic and Operating Plans

At least once a year, the Board will review the Company’s strategy and operating plans

and provide input to management. The review of the Company’s strategic plan

ordinarily will occur at the Board’s meeting held in January and the review of the

Company’s financial and capital plans will take place at the meeting held in April. The

Board will regularly monitor the implementation of the annual plans to assess whether

they are being implemented effectively and within the limits of approved budgets.

C11. Minutes

The minutes of all meetings of the Board shall be circulated to the Board and

Corporate Executive Council members not later than 2 business days from the time of

conclusion of the Board meeting. 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 &

Nomination Committee and Compensation Committee shall comprise of only NonExecutive 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.

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

- 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

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

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

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

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

- 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.

- 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.

- 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

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.

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

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 AgendaThe 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

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

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. E2. Compensation review of the Chief Executive Officer, its Executive Directors and

members of Corporate Executive Council of the Company

The Compensation Committee of the Board shall review the performance of the Chief

Executive Officer of the Company, Whole-time Directors as well as the Senior

Management personnel , on an annual basis with the independent directors in

connection with the determination of the compensation payable to them.

E3. Annual Chief Executive Officer/Whole time director evaluation

The Compensation Committee of the Board shall conduct a review of the performance

of the Chief Executive Officer/Whole time director at least annually. This evaluation will

be conducted by the Compensation Committee under the leadership of the Chairman

of the Compensation Committee. The evaluation criteria and the results of the

evaluation will be discussed by the Compensation Committee with the entire Board in

an executive session without the presence of the Inside Directors. The Board will

consider whether the Chief Executive Officer/Whole time director is providing the best

leadership for the Company in the long and short term. The results of the review and

evaluation will be communicated to the Chief Executive Officer/Whole time director

by the Chairman of the Compensation Committee. The Board, in its discretion, may

conduct this evaluation in conjunction with the Compensation Committee’s annual

review and setting of the Chief Executive Officer’s/Whole time director’s compensation.

The Compensation Committee will use the evaluation results in establishing

compensation of the Chief Executive Officer and Whole-time director.

E4. Board Performance

The Board shall have an effective mechanism for evaluating performance on a

continuing basis. Meaningful Board evaluation requires an assessment of the

effectiveness of the full Board, the operations of Board Committees and the

contributions of individual directors.

1. Group Performance

The Board Governance and Nomination Committee shall sponsor and oversee an

annual performance evaluation of the Board to determine whether it is functioning

effectively. This evaluation focuses on the performance of the Board as a whole,

concentrating on areas where performance might be improved. The Board shall

administer an annual self-evaluation of the performance of the full Board and the

Committees of the Board and reporting its conclusion and recommendation to the

Board. 2. Individual Performance

The Board Governance and Nomination Committee shall administer an annual

performance evaluation of each director, with consideration being given to skills and

expertise, group dynamics, core competencies, personal characteristics,

accomplishment of specific responsibilities, attendance and participation. The

Chairman of the Board shall communicate the results to each director. Such an

evaluation process may also include self/peer evaluation of each director.

E5. Management Development

The Board shall determine that a satisfactory system is in effect for education,

development, and orderly succession of the senior and mid- level manager throughout

the company. In addition, the Board Governance & Nomination Committee, with input

from the Chief Executive Officer and other members of management as appropriate,

will review annually the Company’s program for management development and

succession planning for executive officers other than the Chief Executive Officer.

F. MANAGEMENT’S RESPONSIBILITIES

Management is responsible for operating the Company in an effective, ethical and legal

manner designed to produce value for the Company’s shareholders consistent with the

Company’s policies and standards including this policy. Management is also

responsible for enforcing and complying with mandatory provisions of the Company’s

policies and standards. Senior management is responsible for understanding the

Company’s income producing activities and the material risks being incurred by the

Company and also is responsible for avoiding conflicts of interest with the Company and

its shareholders

1. Financial Statements and Disclosures

Management is responsible for producing, under the oversight of the Board and the

Audit/Risk and Compliance Committee, financial statements that fairly present the

Company’s financial condition, results of operations, cash flows and related risks in a

clear and understandable way, for making timely and complete disclosures to investors,

and for keeping the Board and the appropriate Committees of the Board well-informed

on a timely basis as to all matters of significance to the Company.

2. Strategic planning

The Chairman/Chief Executive Officer and senior management are responsible for

developing and presenting to the Board the Company’s strategic plans for implementing

those plans as approved by the Board. 3. Annual Operating Plans and Budgets

The Chief Executive Officer and senior management are responsible for developing and

presenting to the Board the Company’s annual operating plans and annual budgets and

for implementing those plans and budgets as approved by the Board.

4. Effective Management and Organizational Structure

The Chief Executive Officer and senior management are responsible for selecting

qualified members of management and for implementing and working within an effective

organizational structure appropriate for the Company’s particular circumstances.

5. Setting a strong ethical “ Tone at the top”

Senior management and especially the Chief Executive Officer, are responsible for

setting a “Tone at the top” of integrity, ethics and compliance on the part of all persons

associated with the Company, with applicable legal requirements and with the

Company’s policies and standards.

6. Internals Controls and Procedures

Senior management is responsible for developing, implementing and monitoring an

effective system of internal controls and procedures to provide reasonable assurance

that:

the Company’s transactions are properly authorized; the Company’s assets are

safeguarded against unauthorized or improper use; and the Company’s transactions are

properly recorded and reported. Such internal controls and procedures also shall be

designed to permit preparation of financial statements for the Company in conformity

with generally accepted accounting principles or any other criteria applicable to such

statements.

7. Disclosure Controls and Procedures

Senior management is also responsible for establishing, maintaining and evaluating the

Company’s “disclosure controls and procedures” in line with the requirements under the

Securities Exchange Act, 1934 and Securities & Exchange Board of India. The

information that are required to be filed under the requirements of Securities Exchange

Act, 1934 shall be accumulated and communicated to the Company’s management

including its principal finance officers and Financial Disclosure Committee to allow

timely decisions regarding required disclosure.

The internal accounting control procedures include procedures designed to ensure that; a) Competent accounting team is engaged in recording, processing and

communicating information required to be disclosed by Wipro under the

requirements of the Securities Exchange Act, Indian Companies Act and

Listing Agreement, etc.

b) Design and operation of internal controls are monitored on a continuous basis

c) Appropriate closing procedures are adopted for compiling and analyzing financial

and non-financial information for purposes of Exchange Act disclosures.

d) Disclosure Committee is established to review financial statements and financial /

non-financial disclosures from the perspective of determining adequacy of

disclosures and assessing materiality of information.

e) Appropriate accounting policies/methodologies are selected and applied

consistently;

f) Accounting estimates and assumptions relating to provisioning, accruals and

liabilities / receivables on disputes and pending litigation are conservative and

applied consistently over a period of time;

g) Disclosure of financial information that is informative and reasonably reflects the

underlying transactions and events and the inclusion of any additional disclosure

necessary to provide investors with a materially accurate and complete picture of

an issuer's financial condition, results of operations and cash flows

h) Non-standard transactions are escalated to the level of Business Unit CFO’s and

the proposed accounting treatment is determined along with the Corporate

Accounting team.

i) The Audit/Risk and Compliance committee reviews the quarterly / annual reports

in conjunction with the earnings release and other financial / non-financial

information to be made available to the public to ensure that the information

presented is not materially misleading.

j) Standard operating procedures are established in respect of all reporting and

listing requirements in India and the US that clearly identify the reporting

requirements, trigger events and make persons responsible for monitoring the

trigger events and compiling information for complying with such listing

requirements. G. Miscellaneous

1. Resources

The Board and Committees of the Board shall use reasonable amounts of time of the

Company’s internal and independent accountants, internal and outside lawyers and

other internal staff and also shall have the authority to hire independent accounting

experts, lawyers and other consultants to assist and advise the Board and its

Committees in connection with its responsibilities. The expenses in utilizing the

resources for Board and its Committee shall be formally approved by the Board per

year.

2. Reliance

Each Director is entitled to rely in good faith on;

- corporate records, corporate officers, corporate employees or Board

Committees OR

- any other person selected with reasonable care as to matters reasonably

believed to be within the person’s professional or expert competence

The Board shall assess the qualifications of all such persons on whom it relies, shall

inquire as to the processes used by such persons to reach their decisions, prepare their

reports and make their recommendation and shall also inquire as to the substance of

such matters, and shall hold such persons accountable for any follow up reasonably

needed to satisfy the Board.

3. Disclosure of this Policy

This policy, including the Committee charters and code of business conduct and ethics

shall be posted on the Company’s website and also shall be available in print to any

shareholder requesting it. Such availability on the Company’s website and in print will

be noted in the Company’s annual report to its shareholders.

4. Review of Corporate Governance guidelines

The Corporate Governance guidelines of the Company shall be reviewed by the Board

Governance and Nomination Committee on a periodic basis and if necessary amend

the same in the light of experience gained, the needs of the day, the law, and national

& international standards. STANDARDS OF INDEPENDENT DIRECTOR UNDER NYSE LISTING AND

SECURITIES EXCHANGE BOARD OF INDIA

To be considered independent under the NYSE rules and Securities and Exchange

Board of India requirements, the Board must determine that a director does not have

any direct or indirect material relationship with the Company. The Board has established

the following guidelines to assist it in determining director independence in accordance

with that proposed rule:

1. A director will not be independent if, within the preceding five years:

· the director was employed by Wipro or its subsidiaries;

· an immediate family member of the director was employed by Wipro as an

officer;

· the director was employed by or affiliated with Wipro’s independent auditor;

· an immediate family member of the director was employed by Wipro’s

independent auditor as a partner, principal or manager; or

· Wipro executive officer was on the Board of directors of a company which

employed the Wipro director, or which employed an immediate family member of

the director as an officer;

2. The following commercial or charitable relationships will not be considered to be

material relationships that would impair a director's independence:

· if a Wipro director is an executive officer of another company that does business

with Wipro and the annual sales to, or purchases from, Wipro are less than 10

percent of the annual revenues of the company he or she will be considered as

an independent director;

· if a Wipro director is an executive officer of another company which is indebted to

Wipro, or to which Wipro is indebted, and the total amount of either company's

indebtedness to the other is less than one percent of the total consolidated

assets of the company he or she will be considered as an independent director;

and

· if a Wipro director serves as an officer, director or trustee of a charitable

organization, and Wipro’s discretionary charitable contributions to the

organization are less than 1 percent of that organization's total annual charitable

receipts. (employee charitable contributions will not be considered as Wipro’s

contributions for this purpose.) The Board will annually review all commercial and

charitable relationships of directors. Whether directors meet these categorical independence tests will be reviewed and will be made public annually prior to

their standing for re-election to the Board.

· is not a substantial shareholder of the Company, i.e. owning two percent or more

of the voting shares in terms of Clause 49 of the Listing Agreement of Indian

stock exchanges. However, as per the NYSE guidelines, ownership of a

significant amount of the Company’s stock does not necessarily lead to the

director being not independent.

3. For relationships not covered by the guidelines in subsection (2) above, the

determination of whether the relationship is material or not, and therefore

whether the director would be independent or not, shall be made by the directors

who satisfy the independence guidelines set forth in subsections (1) and (2)

above. For example, if a director is the Chief Executive Officer of a company that

purchases products and services from Wipro that are more than one percent of

that company's annual revenues, the independent directors could determine,

after considering all of the relevant circumstances, whether such a relationship

was material or immaterial, and whether the director would therefore be

considered independent under the proposed NYSE rules. The company would

explain in the next proxy statement the basis for any Board determination that a

relationship was immaterial despite the fact that it did not meet the categorical

standards of immateriality set forth in subsection (2) above.

4. The company will not make any personal loans or extensions of credit to

directors or executive officers, other than consumer loans or credit card services

on terms offered to other employees. No director or family member may provide

personal services for compensation to the company.

5. In addition to the requirement that a majority of the Board satisfy the

independence standards discussed in section 4 above, members of the

Audit/Risk and Compliance Committee must also satisfy an additional NYSE

independence requirement. Specifically, they may not directly or indirectly

receive any compensation from the company other than their directors'

compensation. As a matter of policy, the Board will also apply this additional

requirement to members of the Board Governance & Nomination Committee and

Compensation Committee.

COMPLIANCE REPORT WITH THE FINAL CORPORATE GOVERNANCE RULES OF THE

NEW YORK STOCK EXCHANGE (NYSE) AS APPROVED BY THE SECURITIES &

EXCHANGE COMMISSION ON NOVEMBER 4, 2003 AS MODIFIED ON NOVEMBER 3, 2004

and on August 26, 2009 AND CODIFIED IN SECTION 303A OF THE NYSE LISTED

COMPANY MANUAL FOR THE YEAR ENDED MARCH 31, 2010

The New York Stock Exchange’s board of directors approved significant changes in its listing

standards in 2002, aimed at restoring investor confidence by strengthening corporate governance

practices. Companies listed on the NYSE must comply with these Corporate Governance

standards which are codified in Section 303A of the NYSE Listed Companies Manual. Though

some of the requirements are not applicable, the company presently complies with all the

practices.

Listed companies that are foreign private issuers (as such term is defined in Rule 3b-4 of the

Securities Exchange Act, 1934, as amended (the “Exchange Act”) are permitted to follow their

home country practices in lieu of the provisions of Section 303A, except that such companies are

required to comply with the requirements of Sections 303A.06, 303A.11 and 303A.12 (b) and (c) .

A compliance report on the Corporate Governance Standards as codified in Section 303A

of the NYSE Listed Company Manual as of March 31, 2010 is presented below:

1. Listed companies must have a majority of independent directors (303A.01)

The Board of our Company comprises of seven Independent Non Executive Directors out of a

total strength of 11 directors as on March 31, 2010.

2 (a). No director qualifies as “independent” unless the board of directors affirmatively

determines that the director has no material relationship with the listed company (either

directly or as a partner, shareholder or officer of an organization that has a relationship

with the company). Companies must identify which directors are independent and

disclose the basis for that determination. (303A.02(a))

Seven directors on the board are independent directors and satisfy the category of ‘independent

directors’ as per this clause.

2(b) In addition, a Director is not independent ifi) The director is or has been within the last three years, an employee of the listed

company or an immediate family member is, or has been within the last three years, an

executive officer, of the listed company. (303A.02(b)(i))

None of our existing independent directors or their family members has held the office as an

executive officer in the Company within the last three years.

ii) The director has received or has an immediate member who has received, during any

12 months period within the last three years, more than $120,000 in direct compensation

from the listed company, other than director and committee fees and pension or other

forms of deferred compensation for prior service (provided such compensation is not

contingent in any way on continued service) (303A.02(b)(ii))

None of our independent directors receive any other direct compensation apart from their

directorship and committee fees, pension, or any form of deferred compensation or have ever

received any such amounts at any point of time.

iii) A) The director is a current partner or employee of a firm that is the Company’s internal

or external auditor; B) The director has an immediately family member who is a current partner of such a firm; C) The director has an immediate family member who is a current

employee of such a firm and personally works on the listed company’s audit or; D) The

director or an immediately family member was within the last three years a partner or

employee of such a firm and personally worked on the Listed Company’s audit within that

time. (303A.029(b)(iii))

None of our independent directors or their immediate family members have ever been affiliated or

employed in any capacity by a present or former internal or external auditor of the company at

any point of time and have ever participated in the firm’s audit or assurance of tax compliance

practice.

iv) The director or an immediate family member, is or has been within the last three years,

employed as an executive officer of another company where any of the listed company’s

present executive officers at the same time serves or served on that Company’s

Compensation Committee (303A.02(b)(iv))

None of our independent directors or their immediate family members is or has been within the

last three years, employed as executive officers of another company where any of the company’s

present executive officers at the same time serves or served on that company’s compensation

committee.

v) The director is a current employee, or an immediate family member is a current

executive officer, of a company that has made payments to, or received payments from,

the Listed company for property or services in an amount, which, in any of the last three

fiscal years, exceeds the greater of $1 Mn or 2% of such other company’s consolidated

gross revenues. (303A.02(b)(v))

None of the independent Directors, nor any of their immediate family member is a current

executive officer, has not made payments to, or received from, the Company for property or

services in an amount, which, in any of the last three fiscal years, exceeds the greater of $1 Mn

or 2% of such other company’s consolidated gross revenues.

3. To empower non-management directors to serve as a more effective check on

management, the non-management directors of each Listed company must meet at

regularly scheduled executive sessions without management. (303A.03)

Non-management directors regularly meet at scheduled executive sessions without management

prior to every Board meeting held during the year. The executive sessions were all presided by

Mr. N Vaghul, our lead independent director.

4 (a) Listed companies must have a nominating/corporate governance committee

composed entirely of independent directors. (303A.04(a))

4 (b) The nominating/corporate governance committee must have a written charter that

addresses: (303A.04(b)(i) & (ii))

i. the committee’s purpose and responsibilities – which, at minimum, must be to:

identify individuals qualified to become board members, consistent with

criteria approved by the board, and to select, or to recommend that the board

select, the director nominees for the next annual meeting of shareholders;

develop and recommend to the board a set of corporate governance guidelines

applicable to the corporation; and oversee the evaluation of the board and

management; and

ii. an annual performance evaluation of the committeeBoard Governance and Nomination Committee

In April 2009, the Board Governance and Compensation Committee was split into two separate

committees and reconstituted as Board Governance & Nomination Committee and Compensation

Committee. The amended charters of these two Committees were approved by the Board in April

2009 and this reconstitution is with effect from April 22, 2009. These charters committees are

available on our website under www.wipro.com/corporate/investors

After this reconstitution, the members of the Board Governance & Nomination Committee are as

follows:

Dr. Ashok S Ganguly Chairman of the Board Governance and

Nomination Committee

Mr. N. Vaghul, P.M. Sinha and Bill Owens Members of the Board Governance and

Nomination Committee

All members of the Board Governance and Nomination Committee are independent nonexecutive directors

The primary responsibilities of the Board Governance and Nomination Committee are:

· Develop and recommend to the Board Corporate Governance Guidelines

applicable to the Company,

· Evaluation of the Board on a continuing basis including an assessment of the

effectiveness of the full Board, operations of the Board Committees and

contributions of individual directors, and

· Lay down policies and procedures to assess the requirements for induction of new

members on the Board.

· Implementing policies and processes relating to corporate governance principles

· Ensuring that appropriate procedures are in place to assess Board membership

needs and Board effectiveness

· Reviewing the Company’s policies that relate to matters of Corporate Social

Responsibility, including public issues of significance to the Company and its

stakeholders

· Developing and recommending to the Board of Directors for its approval an annual

evaluation process of the Board and its Committees.

· Formulating the Disclosure Policy, its review and approval of disclosures;

Board membership criteria

Board members are expected to possess 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 membership of the Board, such

as expertise or experience in Information Technology business, manufacturing, international,

financial or investment banking, scientific research and development, senior level government

experience and academic administration, personal characteristics matching with the Company’s

values such as Integrity, Accountability, Financial Literacy and high performance standards.

The Board Governance and Nomination Committee comprise entirely of Independent Directors

which work closely with the Board in identifying, screening, recruiting and recommending

Directors for nomination by the Board for election as members of the Board. Re-appointment of Directors in the Annual General Meeting

Our Articles of Association provide that at least two-thirds of our directors shall be subject to

retirement by rotation. One third of these directors must retire from office at each annual general

meeting of the shareholders. A retiring director is eligible for re-election.

The Board of Directors has recommended Mr N Vaghul, Dr Ashok Ganguly and Mr P M Sinha,

Directors who retire by rotation, for re-appointment, since these Directors were interested in the

resolution being members of the Committee.

Performance evaluation

The performance evaluation of the members of the Board and its Committees are done by the

Board Governance and Nomination Committee.

5 (a). Listed companies must have a compensation committee composed entirely of

independent directors. (303A.05(a))

5 (b). The compensation committee must have a written charter that addresses:

(303A.05(b))

(i) the committee’s purpose and responsibilities – which, at minimum, must be to

have direct responsibility to: (303A.05(b)(i))

(A) review and approve corporate goals and objectives relevant to CEO

compensation, evaluate the CEO’s performance in light of those goals and

objectives, and either as a committee or together with the other independent

directors (as directed by the Board), determine and approve the CEO’s

compensation level based on this evaluation; and

(B) make recommendations to the Board with respect to non-CEO executive officer

compensation and incentive-compensation and equity based plans that are

subject to Board approval; and

(C) produce a compensation committee report on executive officer compensation

as required by the SEC to be included in the listed company’s annual proxy

statement or annual report on Form 10K filed with the SEC;

(ii) an annual performance evaluation of the compensation committee. (303A.05(b)(ii))

In April 2009, the Board Governance and Compensation Committee was split into two separate

committees and reconstituted as Board Governance & Nomination Committee and Compensation

Committee. The amended charters of these two Committees were approved by the Board in April

2009 and this reconstitution is with effect from April 22, 2009. These charters committees are

available on our website under www.wipro.com/corporate/investors.

After this reconstitution, the members of the Compensation Committee are as follows:

Compensation Committee

The members of the Compensation Committee are as under:

Dr. Ashok S Ganguly Chairman of the Compensation Committee

Mr. N. Vaghul and P.M. Sinha Members of the Compensation

Committee

The primary responsibilities of the Compensation Committee are:· Determine and approve salaries, benefits and stock option grants to senior

management employees and Directors of our Company.

· Approve and evaluate the compensation plans, policies and programs for Wholetime Directors and Senior Management.

· Act as Administrator of the Company's Employee Stock Option Plans and

Employee Stock Purchase Plans drawn up from time to time,

Our charter for our Compensation Committee of the Board complies with each of the

requirements. The required disclosure with respect to executive officer compensation will be

provided in Form 20F. The performance evaluation of the Committee is done by the Board

Governance and Nomination Committee.

The Board also gives appropriate directions to the Committee from time to time.

6. Listed companies must have an audit committee that satisfies the requirements of

Rule 10A-3 under the Exchange Act. (303A.06)

Our Company has an Audit/Risk and Compliance Committee that satisfies the requirements of

Rule 10A-3 under the Exchange Act.

7.(a) The audit committee must have a minimum of three members. (303A.07(a))

The Company’s Audit/Risk and Compliance Committee of the Board is comprised of three

independent directors.

(b) In addition to any requirement of Rule 10A-3(b)(1), all audit committee members must

satisfy the requirements for independence set out in Section 303A.02. (303A.07(b))

The members of the Audit/Risk and Compliance Committee satisfy all the requirements set out in

Section 303A.02.

(c) The audit committee must have a written charter that addresses: (303A.07(c))

(i) the committee’s purpose – which, at minimum, must be to:

(A) assist board oversight of (1) the integrity of the Listed company’s financial statements,

(2) the Listed company’s compliance with legal and regulatory requirements, (3) the

independent auditor’s qualifications and independence, and (4) the performance of the

Listed company’s internal audit function and independent auditors; and

(B) prepare an audit committee report as required by the SEC to be included in the Listed

company’s annual proxy statement.

(ii) an annual performance evaluation of the audit committee; and

The report of the Audit/Risk and Compliance Committee, Management and Independent Auditors

complies with each of the requirements.

(iii) the duties and responsibilities of the audit committee – which, at minimum,

must include those set out in Rule 10A-3(b)(2), (3), (4) and (5) of the Exchange Act , as well

as to:

The duties and responsibilities of the Company’s Audit/Risk and Compliance Committee include

among other things, those set out in Rule 10A-3(b)(2), (3), (4) and (5) of the Exchange Act(A) at least annually, obtain and review a report by the independent auditor describing:

the firm’s internal quality-control procedures; any material issues raised by the most

recent internal quality-control review, or peer review, of the firm, or by any inquiry or

investigation by governmental or professional authorities, within the preceding five years,

respecting one or more independent audits carried out by the firm, and any steps taken to

deal with any such issues; and (to assess the auditor’s independence) all relationships

between the independent auditor and the listed company. (303A.07(c)(iii)(A)

The Audit/Risk and Compliance Committee reviews the report of the independent auditors with

respect to the above matters on a quarterly basis.

(B) meet to review and discuss the Listed Company’s annual audited financial

statements and quarterly financial statements with management and the independent

auditor, including reviewing the company’s specific disclosures under “Management’s

Discussion and Analysis of Financial Condition and Results of Operations.”

(303A.07(c)(iii)(B)

This requirement has been complied with by our Audit/Risk and Compliance Committee.

(C) discuss the Listed Company’s earnings press releases, as well as financial

information and earnings guidance provided to analysts and rating agencies.

(303A.07(c)(iii)(C))

The Audit/Risk and Compliance Committee meets this requirement and reviews and discusses

the earnings press releases, financial information and earnings guidance on a quarterly basis.

(D) discuss policies with respect to risk assessment and risk management.

The policies with respect to risk assessment and risk management on various aspects of

business as adopted by the Company are presented to the Committee and the Board for their

review, from time to time.

(E) meet separately, periodically, with management, with internal auditors (or other

personnel responsible for the internal audit function) and with independent auditors.

(303A.07(c )(iii)(E))

The Audit/Risk and Compliance Committee meets separately with Management, the Company’s

Head of Internal Audit and the independent auditors of the Company on a quarterly basis.

(F) review with the independent auditor any audit problems or difficulties and

management’s response. (303A.07(c )(iii)(F))

The Audit/Risk and Compliance Committee complies with this requirement and reviews the

independent auditor’s functions, problems or difficulties including discussions of the

responsibilities, on a quarterly basis.

(G) set clear hiring policies for employees or former employees of the independent

auditors. (303A.07(c )(iii)(G))

The Company has not employed any of the employees or former employees of the independent

auditors.

(H) report regularly to the board of directors. (303A.07(c )(iii)(H))

The Audit/Risk and Compliance Committee complies with this requirement and reports on a

quarterly basis to the Board of Directors. 7. (d) Each listed company must have an internal audit function. (303A.07(d)

The Company’s Internal Audit is an ISO 9001:2000 certified function. The Audit/Risk and

Compliance Committee reviews the audit observations of the Company’s Internal Audit

department pertaining to various Business Units and discusses the same with the Management.

8. Shareholders must be given the opportunity to vote on all equity compensation

plans and material revisions thereto, with limited exemptions explained below: (303A.08)

The Company complies with this requirement and as per Indian law, all the ESOP Plans, RSU

Plans and other material revisions in equity compensation have been approved by the

shareholders in the General Meeting of the Company.

9. Listed companies must adopt and disclose corporate governance guidelines

(303A.09)

A detailed report on corporate governance as well as a brief write up on the charters of the

Committees of the Board is made available as part of this Annual Report and is also available on

our website (www.wipro.com/corporate/investors).

The charters of the Audit/Risk and Compliance Committee, Board Governance & Nomination

Committee and Compensation Committee are available on our website. The detailed corporate

governance guidelines of the Company are also available on the website.

(www.wipro.com/corporate/investors)

10. Listed companies must adopt and disclose a code of business conduct and ethics

for directors, officers and employees and promptly disclose any waivers of the

code for directors or executive officers. (303A.10)

The Company has adopted the Code of Business Conduct and Ethics and Our updated Code of

Business Conduct and Ethics is available under the investor relations section on our website

(www.wipro.com/investors)..

11. Listed foreign private issuers must disclose any significant ways in which their

corporate governance practices differ from those followed by domestic companies

under NYSE listing standards. (303A.11)

Although the Company’s required home country standards on corporate governance may differ

from the NYSE listing standards, the Company’s actual corporate governance policies and

practices are in compliance with the NYSE listing standards applicable to domestic companies.

Because our securities are listed on a national securities exchange, we are required to provide a

concise summary of any significant ways in which our corporate governance practices differ from

those followed by domestic companies under the listing standards of that exchange. Being a

foreign private issuer, we are permitted to follow home country practice in lieu of the provisions of

this Section 303A of the NYSE Listed Company Manual, except that we are required to comply

with the requirements of Sections 303A.06, 303A.11 and 303A.12(b) and (c) thereof. With regard

to Section 303A.11, although the Company’s required home country standards on corporate

governance may differ from the NYSE listing standards, the Company’s actual corporate

governance policies and practices are generally in compliance with the NYSE listing standards

applicable to domestic companies. Some of the key differences between the requirements in

India and those as per NYSE Listing requirements are as follows:

a. Listing Agreement with Indian stock exchanges require 50% of the Board of Directors

to be independent directors in the case of executive Chairman of the Board (it is 33.33% in other cases) while NYSE listing requirements specify that a majority of the

Board to consist of independent directors.

b. Listing Agreement with Indian stock exchanges requires that a majority of the

members of the Audit Committee be independent directors while the NYSE Listing

specifies that all the members of the Audit Committee must be independent directors.

c. The requirement for a Nomination Committee and Compensation Committee are not

compulsory as per Listing Agreements with Indian stock exchanges. These are

mandatory requirements as per NYSE Listing requirements. A Shareholders

Grievance committee is mandatory under Listing Agreements with stock exchanges

and is not a requirement under NYSE Listing requirements.

d. Criteria for determining directors to be independent also differ between the two

countries Listing requirements.

The other key practices followed in the home country as per home country laws are

provided as part of our Annual Report..

12. Certification requirements

(a) Each listed company CEO must certify to the NYSE each year that he or she is not

aware of any violation by the company of NYSE corporate governance listing

standards, qualifying the certification to the extent necessary (303A.12(a))

The Company complies with this requirement and the certificate from our CEO is reproduced at

the end of this report.

(b) Each listed company CEO must promptly notify the NYSE in writing after any

executive officer of the listed company becomes aware of any non-compliance

with any applicable provisions of this Section 303A.

This requirement has been incorporated into the company’s policies and procedures and would

trigger such a notification in the event any executive officer becomes aware of non-compliance

with the applicable provisions of Section 303A. Through the date hereof, no event has occurred in

the Company that would necessitate any notification to the NYSE pursuant to this requirement.

(c) Each listed company must submit an executed Written Affirmation annually to the

NYSE. In addition, each listed company must submit an interim Written Affirmation as and

when required by the interim Written Affirmation form specified

by the NYSE.. (303A.12(c ))

The Annual Written Affirmation has been submitted on June 12, 2009. Interim Report is not

applicable as there has been no change in the Audit/Risk and Compliance Committee

membership since our last filing.

13. Issue of a public reprimand letter to any listed company that violates a NYSE

listing standard. (303A.13)

The Company has complied with the requirements of NYSE Corporate Governance standards

and no public reprimand letter was received by the Company.ANNUAL CERTIFICATION BY CEO PURSUANT TO SECTION 303A.12(a) OF THE OF NEW

YORK STOCK EXCHANGE (NYSE) LISTED COMPANY MANUAL

As the Chief Executive Officer of Wipro Limited and as required by Section 303A.12(a) of the

New York Stock Exchange Listed Company Manual, I hereby certify that as of the date hereof I

am not aware of any violation by the Company of NYSE’s Corporate Governance Listing

Standards, other than has been notified to the Exchange pursuant to Section 303A.12(b) and

disclosed as an attachment hereto, if applicable.

By:

Azim H. Premji, Chief Executive Officer

Date: June 21, 2010.

COMPLIANCE REPORT WITH THE FINAL CORPORATE GOVERNANCE RULES OF THE

NEW YORK STOCK EXCHANGE (NYSE) AS APPROVED BY THE SECURITIES &

EXCHANGE COMMISSION ON NOVEMBER 4, 2003 AS MODIFIED ON NOVEMBER 3, 2004

and on August 26, 2009 AND CODIFIED IN SECTION 303A OF THE NYSE LISTED

COMPANY MANUAL FOR THE YEAR ENDED MARCH 31, 2010

The New York Stock Exchange’s board of directors approved significant changes in its listing

standards in 2002, aimed at restoring investor confidence by strengthening corporate governance

practices. Companies listed on the NYSE must comply with these Corporate Governance

standards which are codified in Section 303A of the NYSE Listed Companies Manual. Though

some of the requirements are not applicable, the company presently complies with all the

practices.

Listed companies that are foreign private issuers (as such term is defined in Rule 3b-4 of the

Securities Exchange Act, 1934, as amended (the “Exchange Act”) are permitted to follow their

home country practices in lieu of the provisions of Section 303A, except that such companies are

required to comply with the requirements of Sections 303A.06, 303A.11 and 303A.12 (b) and (c) .

A compliance report on the Corporate Governance Standards as codified in Section 303A

of the NYSE Listed Company Manual as of March 31, 2010 is presented below:

1. Listed companies must have a majority of independent directors (303A.01)

The Board of our Company comprises of seven Independent Non Executive Directors out of a

total strength of 11 directors as on March 31, 2010.

2 (a). No director qualifies as “independent” unless the board of directors affirmatively

determines that the director has no material relationship with the listed company (either

directly or as a partner, shareholder or officer of an organization that has a relationship

with the company). Companies must identify which directors are independent and

disclose the basis for that determination. (303A.02(a))

Seven directors on the board are independent directors and satisfy the category of ‘independent

directors’ as per this clause.

2(b) In addition, a Director is not independent ifi) The director is or has been within the last three years, an employee of the listed

company or an immediate family member is, or has been within the last three years, an

executive officer, of the listed company. (303A.02(b)(i))

None of our existing independent directors or their family members has held the office as an

executive officer in the Company within the last three years.

ii) The director has received or has an immediate member who has received, during any

12 months period within the last three years, more than $120,000 in direct compensation

from the listed company, other than director and committee fees and pension or other

forms of deferred compensation for prior service (provided such compensation is not

contingent in any way on continued service) (303A.02(b)(ii))

None of our independent directors receive any other direct compensation apart from their

directorship and committee fees, pension, or any form of deferred compensation or have ever

received any such amounts at any point of time.

iii) A) The director is a current partner or employee of a firm that is the Company’s internal

or external auditor; B) The director has an immediately family member who is a current partner of such a firm; C) The director has an immediate family member who is a current

employee of such a firm and personally works on the listed company’s audit or; D) The

director or an immediately family member was within the last three years a partner or

employee of such a firm and personally worked on the Listed Company’s audit within that

time. (303A.029(b)(iii))

None of our independent directors or their immediate family members have ever been affiliated or

employed in any capacity by a present or former internal or external auditor of the company at

any point of time and have ever participated in the firm’s audit or assurance of tax compliance

practice.

iv) The director or an immediate family member, is or has been within the last three years,

employed as an executive officer of another company where any of the listed company’s

present executive officers at the same time serves or served on that Company’s

Compensation Committee (303A.02(b)(iv))

None of our independent directors or their immediate family members is or has been within the

last three years, employed as executive officers of another company where any of the company’s

present executive officers at the same time serves or served on that company’s compensation

committee.

v) The director is a current employee, or an immediate family member is a current

executive officer, of a company that has made payments to, or received payments from,

the Listed company for property or services in an amount, which, in any of the last three

fiscal years, exceeds the greater of $1 Mn or 2% of such other company’s consolidated

gross revenues. (303A.02(b)(v))

None of the independent Directors, nor any of their immediate family member is a current

executive officer, has not made payments to, or received from, the Company for property or

services in an amount, which, in any of the last three fiscal years, exceeds the greater of $1 Mn

or 2% of such other company’s consolidated gross revenues.

3. To empower non-management directors to serve as a more effective check on

management, the non-management directors of each Listed company must meet at

regularly scheduled executive sessions without management. (303A.03)

Non-management directors regularly meet at scheduled executive sessions without management

prior to every Board meeting held during the year. The executive sessions were all presided by

Mr. N Vaghul, our lead independent director.

4 (a) Listed companies must have a nominating/corporate governance committee

composed entirely of independent directors. (303A.04(a))

4 (b) The nominating/corporate governance committee must have a written charter that

addresses: (303A.04(b)(i) & (ii))

i. the committee’s purpose and responsibilities – which, at minimum, must be to:

identify individuals qualified to become board members, consistent with

criteria approved by the board, and to select, or to recommend that the board

select, the director nominees for the next annual meeting of shareholders;

develop and recommend to the board a set of corporate governance guidelines

applicable to the corporation; and oversee the evaluation of the board and

management; and

ii. an annual performance evaluation of the committeeBoard Governance and Nomination Committee

In April 2009, the Board Governance and Compensation Committee was split into two separate

committees and reconstituted as Board Governance & Nomination Committee and Compensation

Committee. The amended charters of these two Committees were approved by the Board in April

2009 and this reconstitution is with effect from April 22, 2009. These charters committees are

available on our website under www.wipro.com/corporate/investors

After this reconstitution, the members of the Board Governance & Nomination Committee are as

follows:

Dr. Ashok S Ganguly Chairman of the Board Governance and

Nomination Committee

Mr. N. Vaghul, P.M. Sinha and Bill Owens Members of the Board Governance and

Nomination Committee

All members of the Board Governance and Nomination Committee are independent nonexecutive directors

The primary responsibilities of the Board Governance and Nomination Committee are:

· Develop and recommend to the Board Corporate Governance Guidelines

applicable to the Company,

· Evaluation of the Board on a continuing basis including an assessment of the

effectiveness of the full Board, operations of the Board Committees and

contributions of individual directors, and

· Lay down policies and procedures to assess the requirements for induction of new

members on the Board.

· Implementing policies and processes relating to corporate governance principles

· Ensuring that appropriate procedures are in place to assess Board membership

needs and Board effectiveness

· Reviewing the Company’s policies that relate to matters of Corporate Social

Responsibility, including public issues of significance to the Company and its

stakeholders

· Developing and recommending to the Board of Directors for its approval an annual

evaluation process of the Board and its Committees.

· Formulating the Disclosure Policy, its review and approval of disclosures;

Board membership criteria

Board members are expected to possess 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 membership of the Board, such

as expertise or experience in Information Technology business, manufacturing, international,

financial or investment banking, scientific research and development, senior level government

experience and academic administration, personal characteristics matching with the Company’s

values such as Integrity, Accountability, Financial Literacy and high performance standards.

The Board Governance and Nomination Committee comprise entirely of Independent Directors

which work closely with the Board in identifying, screening, recruiting and recommending

Directors for nomination by the Board for election as members of the Board. Re-appointment of Directors in the Annual General Meeting

Our Articles of Association provide that at least two-thirds of our directors shall be subject to

retirement by rotation. One third of these directors must retire from office at each annual general

meeting of the shareholders. A retiring director is eligible for re-election.

The Board of Directors has recommended Mr N Vaghul, Dr Ashok Ganguly and Mr P M Sinha,

Directors who retire by rotation, for re-appointment, since these Directors were interested in the

resolution being members of the Committee.

Performance evaluation

The performance evaluation of the members of the Board and its Committees are done by the

Board Governance and Nomination Committee.

5 (a). Listed companies must have a compensation committee composed entirely of

independent directors. (303A.05(a))

5 (b). The compensation committee must have a written charter that addresses:

(303A.05(b))

(i) the committee’s purpose and responsibilities – which, at minimum, must be to

have direct responsibility to: (303A.05(b)(i))

(A) review and approve corporate goals and objectives relevant to CEO

compensation, evaluate the CEO’s performance in light of those goals and

objectives, and either as a committee or together with the other independent

directors (as directed by the Board), determine and approve the CEO’s

compensation level based on this evaluation; and

(B) make recommendations to the Board with respect to non-CEO executive officer

compensation and incentive-compensation and equity based plans that are

subject to Board approval; and

(C) produce a compensation committee report on executive officer compensation

as required by the SEC to be included in the listed company’s annual proxy

statement or annual report on Form 10K filed with the SEC;

(ii) an annual performance evaluation of the compensation committee. (303A.05(b)(ii))

In April 2009, the Board Governance and Compensation Committee was split into two separate

committees and reconstituted as Board Governance & Nomination Committee and Compensation

Committee. The amended charters of these two Committees were approved by the Board in April

2009 and this reconstitution is with effect from April 22, 2009. These charters committees are

available on our website under www.wipro.com/corporate/investors.

After this reconstitution, the members of the Compensation Committee are as follows:

Compensation Committee

The members of the Compensation Committee are as under:

Dr. Ashok S Ganguly Chairman of the Compensation Committee

Mr. N. Vaghul and P.M. Sinha Members of the Compensation

Committee

The primary responsibilities of the Compensation Committee are:· Determine and approve salaries, benefits and stock option grants to senior

management employees and Directors of our Company.

· Approve and evaluate the compensation plans, policies and programs for Wholetime Directors and Senior Management.

· Act as Administrator of the Company's Employee Stock Option Plans and

Employee Stock Purchase Plans drawn up from time to time,

Our charter for our Compensation Committee of the Board complies with each of the

requirements. The required disclosure with respect to executive officer compensation will be

provided in Form 20F. The performance evaluation of the Committee is done by the Board

Governance and Nomination Committee.

The Board also gives appropriate directions to the Committee from time to time.

6. Listed companies must have an audit committee that satisfies the requirements of

Rule 10A-3 under the Exchange Act. (303A.06)

Our Company has an Audit/Risk and Compliance Committee that satisfies the requirements of

Rule 10A-3 under the Exchange Act.

7.(a) The audit committee must have a minimum of three members. (303A.07(a))

The Company’s Audit/Risk and Compliance Committee of the Board is comprised of three

independent directors.

(b) In addition to any requirement of Rule 10A-3(b)(1), all audit committee members must

satisfy the requirements for independence set out in Section 303A.02. (303A.07(b))

The members of the Audit/Risk and Compliance Committee satisfy all the requirements set out in

Section 303A.02.

(c) The audit committee must have a written charter that addresses: (303A.07(c))

(i) the committee’s purpose – which, at minimum, must be to:

(A) assist board oversight of (1) the integrity of the Listed company’s financial statements,

(2) the Listed company’s compliance with legal and regulatory requirements, (3) the

independent auditor’s qualifications and independence, and (4) the performance of the

Listed company’s internal audit function and independent auditors; and

(B) prepare an audit committee report as required by the SEC to be included in the Listed

company’s annual proxy statement.

(ii) an annual performance evaluation of the audit committee; and

The report of the Audit/Risk and Compliance Committee, Management and Independent Auditors

complies with each of the requirements.

(iii) the duties and responsibilities of the audit committee – which, at minimum,

must include those set out in Rule 10A-3(b)(2), (3), (4) and (5) of the Exchange Act , as well

as to:

The duties and responsibilities of the Company’s Audit/Risk and Compliance Committee include

among other things, those set out in Rule 10A-3(b)(2), (3), (4) and (5) of the Exchange Act(A) at least annually, obtain and review a report by the independent auditor describing:

the firm’s internal quality-control procedures; any material issues raised by the most

recent internal quality-control review, or peer review, of the firm, or by any inquiry or

investigation by governmental or professional authorities, within the preceding five years,

respecting one or more independent audits carried out by the firm, and any steps taken to

deal with any such issues; and (to assess the auditor’s independence) all relationships

between the independent auditor and the listed company. (303A.07(c)(iii)(A)

The Audit/Risk and Compliance Committee reviews the report of the independent auditors with

respect to the above matters on a quarterly basis.

(B) meet to review and discuss the Listed Company’s annual audited financial

statements and quarterly financial statements with management and the independent

auditor, including reviewing the company’s specific disclosures under “Management’s

Discussion and Analysis of Financial Condition and Results of Operations.”

(303A.07(c)(iii)(B)

This requirement has been complied with by our Audit/Risk and Compliance Committee.

(C) discuss the Listed Company’s earnings press releases, as well as financial

information and earnings guidance provided to analysts and rating agencies.

(303A.07(c)(iii)(C))

The Audit/Risk and Compliance Committee meets this requirement and reviews and discusses

the earnings press releases, financial information and earnings guidance on a quarterly basis.

(D) discuss policies with respect to risk assessment and risk management.

The policies with respect to risk assessment and risk management on various aspects of

business as adopted by the Company are presented to the Committee and the Board for their

review, from time to time.

(E) meet separately, periodically, with management, with internal auditors (or other

personnel responsible for the internal audit function) and with independent auditors.

(303A.07(c )(iii)(E))

The Audit/Risk and Compliance Committee meets separately with Management, the Company’s

Head of Internal Audit and the independent auditors of the Company on a quarterly basis.

(F) review with the independent auditor any audit problems or difficulties and

management’s response. (303A.07(c )(iii)(F))

The Audit/Risk and Compliance Committee complies with this requirement and reviews the

independent auditor’s functions, problems or difficulties including discussions of the

responsibilities, on a quarterly basis.

(G) set clear hiring policies for employees or former employees of the independent

auditors. (303A.07(c )(iii)(G))

The Company has not employed any of the employees or former employees of the independent

auditors.

(H) report regularly to the board of directors. (303A.07(c )(iii)(H))

The Audit/Risk and Compliance Committee complies with this requirement and reports on a

quarterly basis to the Board of Directors. 7. (d) Each listed company must have an internal audit function. (303A.07(d)

The Company’s Internal Audit is an ISO 9001:2000 certified function. The Audit/Risk and

Compliance Committee reviews the audit observations of the Company’s Internal Audit

department pertaining to various Business Units and discusses the same with the Management.

8. Shareholders must be given the opportunity to vote on all equity compensation

plans and material revisions thereto, with limited exemptions explained below: (303A.08)

The Company complies with this requirement and as per Indian law, all the ESOP Plans, RSU

Plans and other material revisions in equity compensation have been approved by the

shareholders in the General Meeting of the Company.

9. Listed companies must adopt and disclose corporate governance guidelines

(303A.09)

A detailed report on corporate governance as well as a brief write up on the charters of the

Committees of the Board is made available as part of this Annual Report and is also available on

our website (www.wipro.com/corporate/investors).

The charters of the Audit/Risk and Compliance Committee, Board Governance & Nomination

Committee and Compensation Committee are available on our website. The detailed corporate

governance guidelines of the Company are also available on the website.

(www.wipro.com/corporate/investors)

10. Listed companies must adopt and disclose a code of business conduct and ethics

for directors, officers and employees and promptly disclose any waivers of the

code for directors or executive officers. (303A.10)

The Company has adopted the Code of Business Conduct and Ethics and Our updated Code of

Business Conduct and Ethics is available under the investor relations section on our website

(www.wipro.com/investors)..

11. Listed foreign private issuers must disclose any significant ways in which their

corporate governance practices differ from those followed by domestic companies

under NYSE listing standards. (303A.11)

Although the Company’s required home country standards on corporate governance may differ

from the NYSE listing standards, the Company’s actual corporate governance policies and

practices are in compliance with the NYSE listing standards applicable to domestic companies.

Because our securities are listed on a national securities exchange, we are required to provide a

concise summary of any significant ways in which our corporate governance practices differ from

those followed by domestic companies under the listing standards of that exchange. Being a

foreign private issuer, we are permitted to follow home country practice in lieu of the provisions of

this Section 303A of the NYSE Listed Company Manual, except that we are required to comply

with the requirements of Sections 303A.06, 303A.11 and 303A.12(b) and (c) thereof. With regard

to Section 303A.11, although the Company’s required home country standards on corporate

governance may differ from the NYSE listing standards, the Company’s actual corporate

governance policies and practices are generally in compliance with the NYSE listing standards

applicable to domestic companies. Some of the key differences between the requirements in

India and those as per NYSE Listing requirements are as follows:

a. Listing Agreement with Indian stock exchanges require 50% of the Board of Directors

to be independent directors in the case of executive Chairman of the Board (it is 33.33% in other cases) while NYSE listing requirements specify that a majority of the

Board to consist of independent directors.

b. Listing Agreement with Indian stock exchanges requires that a majority of the

members of the Audit Committee be independent directors while the NYSE Listing

specifies that all the members of the Audit Committee must be independent directors.

c. The requirement for a Nomination Committee and Compensation Committee are not

compulsory as per Listing Agreements with Indian stock exchanges. These are

mandatory requirements as per NYSE Listing requirements. A Shareholders

Grievance committee is mandatory under Listing Agreements with stock exchanges

and is not a requirement under NYSE Listing requirements.

d. Criteria for determining directors to be independent also differ between the two

countries Listing requirements.

The other key practices followed in the home country as per home country laws are

provided as part of our Annual Report..

12. Certification requirements

(a) Each listed company CEO must certify to the NYSE each year that he or she is not

aware of any violation by the company of NYSE corporate governance listing

standards, qualifying the certification to the extent necessary (303A.12(a))

The Company complies with this requirement and the certificate from our CEO is reproduced at

the end of this report.

(b) Each listed company CEO must promptly notify the NYSE in writing after any

executive officer of the listed company becomes aware of any non-compliance

with any applicable provisions of this Section 303A.

This requirement has been incorporated into the company’s policies and procedures and would

trigger such a notification in the event any executive officer becomes aware of non-compliance

with the applicable provisions of Section 303A. Through the date hereof, no event has occurred in

the Company that would necessitate any notification to the NYSE pursuant to this requirement.

(c) Each listed company must submit an executed Written Affirmation annually to the

NYSE. In addition, each listed company must submit an interim Written Affirmation as and

when required by the interim Written Affirmation form specified

by the NYSE.. (303A.12(c ))

The Annual Written Affirmation has been submitted on June 12, 2009. Interim Report is not

applicable as there has been no change in the Audit/Risk and Compliance Committee

membership since our last filing.

13. Issue of a public reprimand letter to any listed company that violates a NYSE

listing standard. (303A.13)

The Company has complied with the requirements of NYSE Corporate Governance standards

and no public reprimand letter was received by the Company.ANNUAL CERTIFICATION BY CEO PURSUANT TO SECTION 303A.12(a) OF THE OF NEW

YORK STOCK EXCHANGE (NYSE) LISTED COMPANY MANUAL

As the Chief Executive Officer of Wipro Limited and as required by Section 303A.12(a) of the

New York Stock Exchange Listed Company Manual, I hereby certify that as of the date hereof I

am not aware of any violation by the Company of NYSE’s Corporate Governance Listing

Standards, other than has been notified to the Exchange pursuant to Section 303A.12(b) and

disclosed as an attachment hereto, if applicable.

By:

Azim H. Premji, Chief Executive Officer

Date: June 21, 2010.

SPIRIT OF WIPRO

.

The Spirit of Wipro* represents core values of Wipro. The three values

encapsulated in the Spirit of Wipro are:

Intensity to Win

• Make customers successful

• Team, innovate and excel

Act with Sensitivity

• Respect for the individual

• Thoughtful and responsible

Unyielding Integrity

• Delivering on commitments

• Honesty and fairness in action

* For more details read our booklet ‘Spirit of Wipro‘

B. CHAIRMAN’S MESSAGE

Spirit of Wipro is the essence of Wipro. Through its three Values - Intensity to

Win, Act with Sensitivity, and Unyielding Integrity - the Spirit of Wipro will guide

you through challenging situations and dilemmas, by serving as a beacon that

guides action. The Spirit is the touchstone of our ethics and behavior. As a

Wiproite, you have joined a culture where you are a custodian of this Spirit of

Wipro.

One of the Values we cherish is “Unyielding Integrity”. At a basic level, Integrity is

about action and behavior that is compliant with the law of the land. But Integrity

means more than that. It is about delivering on the commitments that we make,

for our word must become our deed. We have always believed that there can be

no compromise on Integrity. As Wiproites, we must always establish the foremost

standards of honesty and fairness, without compromise, ever.

But Integrity has an even higher meaning: And that is a commitment to searching

for and acting on the truth. I know this is not easy, but this has to be the

endeavor. This is the path to “Unyielding Integrity”.

I believe that you have the maturity and integrity to make the right call when

faced with an ethical dilemma. This document seeks to serve two purposes. One,

to guide you through the seemingly tough choices you may be faced with in the 4

daily execution of your role. And two, to help create confidence in the minds of

our customers, investors, suppliers and the society at large with respect to our

dependability and sincerity.

Live the Spirit of Wipro

Azim Premji 5

C. WHAT IS CODE OF BUSINESS CONDUCT AND ETHICS (“COBC”)

Integrity is telling oneself the truth and honesty is telling the truth to other people.

COBC is designed to help employees recognize and deal with ethical issues in

their work. Wipro’s policy is to comply with all applicable laws and regulations,

being committed to conducting business in an ethical manner and acting with

integrity in dealing with our customers, suppliers, partners, competitors,

employees and its other stakeholders.

D. HOW TO USE THIS CODE?

Consider this COBC as a guide to help whenever you have a question about

ethics or if you are faced with an ethical dilemma. COBC may not address all

the situations which employees may encounter in their day-to-day work. It is also

not always easy to determine the ethical or “right” thing to do in a particular

situation. Sometimes, because of the highly complex rules and regulations that

govern the way you do business, a decision is not clear-cut. You are

encouraged to exercise good judgement in your decision-making and when in

doubt, feel free to approach your supervisor or Talent Engagement &

Development or Human Resources or other designated persons mentioned in

COBC for proper guidance.

E. APPLICABILITY

COBC is applicable to all Wipro employees (core, contract, retainer, consultant or

any other category) and members of the Board of Directors. Wipro includes all

subsidiaries and affiliate companies.

Wipro requires its suppliers, service providers, agents, channel partners (dealers,

distributors and others) to conduct their businesses in a legal and ethical manner.

To support the requirement for complete and accurate financial records and

reporting, Wipro’s Principal and Financial Officers have an additional Code of

Conduct apart from the COBC.

Legal and Compliance Team of Wipro administers compliance review

process/programs to promote Wipro’s commitment to integrity and values as set

forth in the COBC and to ensure compliance with applicable laws, rules, and

regulations. These programs will guide employees on improved awareness of

Wipro policies and procedures for ethical business conduct, help them resolve

concerns and report suspected violations. Managers are responsible for

supporting implementation of ethics and business conduct programs and

monitoring compliance of Wipro’s values and ethical business conduct guidelines

through such programs. 6

All employees must abide by the COBC and take up annual certification, which

enhances their understanding of the COBC. Employees are encouraged to ask

questions, seek guidance, report suspected violations, and express concerns

regarding compliance with the COBC and the related procedures.

All new hires must undergo COBC training as part of their induction programs

and it is also important for them to electronically confirm having read and

understood before beginning their work. If any employee has concerns regarding

electronic confirmation they are advised to discuss their concerns with their

Supervisor/HR Manager. In any case, employees must follow and abide by the

COBCE even if they fail to confirm.

F. WHERE TO GO FOR HELP?

Wipro’s endeavour is to foster an environment of open and honest

communication. So, if an employee has a concern about a legal or business

conduct issue, s/he has options.

What should an employee do if s/he has a question or concern about compliance

and integrity standards? The important thing is for her/him to ask the question or

raise the concern.

Employee’s immediate supervisor is usually a good place to start with a

compliance or integrity issue.

Employees may also get help or advice from:

• Supervisor

• Supervisor’s supervisor

• Business unit lawyer

• Business unit Talent Engagement & Development(TED)/HR Manager

• Ombudsperson

G. DUTY TO SPEAK UP

We cannot live up to our commitments of acting with integrity if employees, as

individuals, do not speak up when they feel the need. That is why, in addition to

knowing the legal and ethical responsibilities that apply to a job, employees are

encouraged to speak up if:

• Employees are unsure about the proper course of action and need advice.

• Employees believe that someone acting on behalf of Wipro is doing — or

may do — something that violates the law or Wipro’s compliance and

integrity standards.

• Employees believe that they may have been involved in a possible

misconduct. 7

H. OVERRIDING EFFECT OF COBCE

COBCE is, at places, more restrictive than the applicable laws an

regulations,

and employees are required to abide by the COBC even when it imposes

requirements that go beyond legal obligations. If employees are uncertain of the

applicable legal requirements or if they believe that they are subject to conflicting

legal obligations, they must bring the matter to the attention of the HR Manager

or Compliance & Legal team immediately. 8

THE POLICIES

1. POLICY ON BUSINESS RELATIONSHIPS

Wipro, as an international business organisation, is required to interact and

transact with a variety of business organizations including international

organizations and governments in different jurisdictions. By maintaining the

highest level of corporate integrity through open, honest and fair dealings, Wipro

earns trust for its products and services from all stakeholders and every person

with whom Wipro comes in contact.

Wipro will only obtain and conduct business legally and ethically. The quality of

our products and the efficiency of our services at the most competitive prices are

our greatest tools in marketing our business. Profits do not justify unfair/

unethical business tactics. Employees must uphold the highest standards of

integrity in all third party dealings. The world today is moving towards ethical

business strategies, whether it is Wipro’s customers, investors, suppliers,

employees or any other stakeholder, everyone is looking for dependability and

protection of their interests. Hence, honesty is not only the best policy but it is the

best and everlasting business policy.

No person to whom the COBCE applies must give, offer, promise to offer, or

authorize the offer, directly or indirectly (proxy bribing), anything of value (such

as money, shares, goods or service) to government officials, customers, potential

customers, foreign officials including officials of any public international

organisations which could be regarded as influencing any business decision or to

obtain improper advantage. Business courtesy such as Gifts or Entertainment

shall not be offered by Wipro employees that could be regarded as influencing

any business decision, or creating appearance of misconduct. Wipro shall not

involve itself or tolerate any business practice which is not in line with the Policy

on Business Relationships.

A contribution or entertainment must never be offered in a circumstance

appearing improper. But some very modest gifts, with a value not exceeding

US$ 50 or equivalent currency (in case of employees in US and Europe with a

value not exceeding US$ 100 or equivalent currency) may be acceptable if they

meet the following criteria:

• They are consistent with accepted business practices.

• They do not violate applicable law.

• They cannot be reasonably construed as payment or consideration for

influencing or rewarding a decision or action.

• Their public disclosure would not embarrass Wipro. 9

GIVING GIFTS

In general no Gifts shall be offered to any customers, vendors, Government

Officials etc.

Exceptions:

a. Customary Gifts of value lower than or equal to the Acceptable Limit.

b. Business lunch (or breakfast or dinner) at Wipro cafeteria or externally of a

reasonable value may be provided to customers, visitors and business

contacts/ associates.

Relationship with the Government Officials

Extra care and caution needs to be taken when dealing with Government

Officials. No Gifts or other benefits including Entertainment shall be offered to

Government Officials which could be considered as influencing any business

decision or to obtain improper advantage.

Exceptions:

a. Provision of local conveyance to the Government Officials while they are

visiting our campus for any inspection/ audit. However, this would require

prior approval of your immediate Supervisor.

b. Business lunch: Same rules as applicable to visitors and business

contacts.

Employees are required to report correctly in their expense reports, all expenses

for any Gifts given or Entertainment provided as part of any normal and

acceptable business practice in the course of their employment, and must

accurately state the purpose for the expenditure.

Wipro’s accounting records and supporting documents must accurately describe

and reflect the nature of the underlying transactions.

Any agents acting on Wipro’s behalf must also never give a Gift of any kind to

anyone doing business with Wipro or seeking to do business with Wipro that is

not within the Acceptable Limit. Third party suppliers and consultants are also

expected to follow this Policy in letter and spirit and not indulge in any “proxy

bribing”.

Note: Giving any gifts that could influence or could reasonably give the appearance of

influencing Wipro’s business relationship with or having a potential conflict of interest is

prohibited. 10

For a better understanding of the category of Giving and Receiving Gifts

under the policy, we have further classified this into three categories:

a. Usually OK

b. Always Wrong

c. Always Ask/ Always Hand Over

GIVING GIFTS

USUALLY OK ALWAYS WRONG ALWAYS ASK

Examples of what is

generally

acceptable/usually OK and

does not require approval:

• Giving Gifts or

Business

Amenities/Entertainme

nt of value up to the

Acceptable Limit.

• Other reasonable and

Customary Gifts and

Entertainment within

the Acceptable Limit

• Giving promotional

items within the above

value, such as pens,

diaries and calendars

and other Wipro logoware.

Examples of what is

generally always wrong:

• Giving any Gift of cash

or cash equivalent (gift

vouchers, gift cheques

etc.)

• Using your own money

or resources to pay for

Gifts or Business

Amenities/Entertainme

nt for a customer,

vendor or supplier

Examples of when you

must always ask:

• Cases that do not fall

into the first two

categories: Eg: Giving

promotional items in

excess of the

Acceptable Limit.

.

Employees need to get prior

approval from their immediate

supervisor before giving such

Gifts or Entertainment.

Upon receipt of prior

approval, employees are

requested to disclose offering

of any such Gifts or

Entertainment which is above

the Acceptable Limit in the

Gift Disclosure Tracker.

RECEIVING GIFTS

USUALLY OK ALWAYS WRONG ALWAYS HAND OVER

Examples of what is

generally

acceptable/usually OK and

does not require approval

include;

• Receiving Gifts of upto

Acceptable Limit.

• Receiving Customary

Gifts and

Entertainment when it

is customarily offered

Examples of what is

generally always wrong

include;

• Receiving any Gift of

cash or cash

equivalent (gift

vouchers, gift

cheques, etc)

• Accept or request

anything as a “quid pro

quo” or as part of an

Examples of when you

must always hand over the

gifts, include;

• In case of anything

that does not fall into

the first two

categories: Eg. Items

having a value in

excess of the

Acceptable Limit. 11

to a Group including

you.

• Discounts or bonus

programs (like

frequent flier, credit

card points) offered by

transportation

companies, hotels,

resorts or holiday

homes which are

offered to travelers

and guests generally.

• Mementos for

participating in a

conference as a guest

speaker or attendees

upto Acceptable Limit.

• Awards, rewards by

customers given

based on employee’s

performance and work

recognition of any

value.

• Sweets, chocolates

and other perishables.

In case the value is

less than the

Acceptable Limit,

employee can use it as

he desires. But if the

value is above the

Acceptable Limit, it is

advisable that these

be accepted and

distributed among

team members or

colleagues in office.

(Except wine which

may not be distributed

in the office but

otherwise).

agreement to do

anything in return for

the gift or

entertainment.

Offer of tickets for special

events like sports matches,

shows, entry to restricted

areas (where these usually

have a value of more than the

Acceptable Limit) – by a

person or Corporation with

whom you have a business

association or potential to buy

services.

On receiving the gift,

employee must update the

Gifts Disclosure Tracker and

follow the process.

An employee may accept Gifts up to the Acceptable Limit per source per

occasion, so long as the aggregate market value of the Gifts received (under this

rule) from one source does not exceed the Acceptable Limit in a calendar year. 12

Buying down

If an employee is offered a Gift that has a value over Acceptable Limit, he/she

shall not “buy the gift down” to the Acceptable Limit. For example, if you are

offered a ticket in excess of the Acceptable Limit to watch a game, you must not

pay $15 to whoever is offering the ticket, and then accept the ticket under the

Acceptable Limit.

GIFT DISCLOSURE TRACKER

If you are about to offer any Gift or Entertainment falling under the category of

‘Always Ask’, you are required to follow the prior approval process for the offer of

such Gift or Entertainment, which needs to be obtained from your immediate

Supervisor and thereafter also disclose the offer of such Gift or Entertainment in

the Gifts Disclosure Tracker.

If you are about to receive or have received any Gift or Entertainment or have

been offered a Gift or Entertainment falling under the category of ‘Always Hand

Over’, you are required to disclose the receipt of such Gift in the Gifts Disclosure

Tracker.

2. CONFLICT OF INTEREST POLICY

The term ‘conflict of interest’ refers to situations in which financial or personal

considerations may compromise, or have the appearance of compromising our

judgment of professional activities. A conflict of interest exists where the interests

or benefits of one person or entity conflict with the interests or benefits of Wipro.

Situations of actual or potential conflicts of interest are to be avoided by all

employees. Personal involvement with a competitor, client, or subordinate

employee of Wipro that affects an employee's ability to exercise good judgment

for Wipro creates an actual or potential conflict of interest.

Some examples of potential conflicts of interest are:

• Working directly or indirectly either as an officer, employee, consultant or

agent for a competitor or client;

• Engaging in an activity that is in competition with Wipro;

• Using proprietary or confidential information of Wipro for personal gain;

• Having a direct or indirect financial interest in a competitor or client;

• Unauthorized use, or disclosure, employee’s knowledge of Wipro's

customers, suppliers, vendors, etc. for personal advantage;

• Offering or issuing of shares of Wipro to an existing or prospective

customer with intent to influence the customer to take a decision in favour

of Wipro. 13

Any employee involved in any of the above types of relationships or situations

must immediately and fully disclose the relevant circumstances to his or her

supervisor for a determination as to whether or not an actual or potential conflict

exists.

Employees at Wipro must devote their full attention to the business interests of

Wipro. Employees are not allowed to engage in any activity that interferes with

their performance or responsibilities to Wipro or is otherwise in conflict with or

prejudicial to the interests of Wipro. It is a conflict of interest to serve as a director

of any company that competes with Wipro. Although an employee may serve as

a director of a Wipro supplier, customer, developer, or other business partner,

our policy requires that one must first obtain approval from Wipro’s Compliance &

Legal team before accepting a directorship.

As a general rule, employees must avoid conducting Wipro’s business with a

relative (which includes a ‘significant other’) or a business in which a relative is

associated in key role. If such a related-party transaction is unavoidable,

employees must fully disclose the nature of the related-party transaction to

respective TED/HR Manager and take the prior consent.

Key related-party transactions, particularly those involving Wipro's directors or

executive officers, will be reviewed and approved in writing in advance by Wipro's

Board of Directors and Wipro will report all such key related-party transactions

under applicable accounting rules, Indian and US laws. Any dealings with a

related party must be conducted in a way that no preferential treatment is given

to this business.

Outside publication of books, articles or manuscripts which relate in any way to

Wipro’s business by an employee will require prior approval of the supervisor and

TED/HR Manager. If the author publicizes the fact that s/he is an employee of

Wipro, the publication must state that: ‘The views expressed in this

article/presentation are that of mine and Wipro does not subscribe to the

substance, veracity or truthfulness of the said opinion’.

On a case-by-case basis, employees may be permitted to work for NonGovernmental Organizations, clubs and charitable institutions. The employee

must ensure that his/her services do not affect Wipro’s interest. The employee

must not accept remuneration for any service rendered by him/her except

reimbursement of expenses that has been incurred by him/her for providing the

service (travel expenses, lodging, boarding, etc).

If a proposed transaction or situation raises any questions or doubts, employees

shall consult the Compliance & Legal Department or Human Resources

Department. 14

2a. Employment of Relatives

Members of an employee's immediate family may be considered for employment

on the basis of their qualifications. Immediate family members may be hired, if

such employment would:

• Not create a direct supervisor/subordinate relationship with a family

member.

• Not create a conflict of interest.

The purpose of this policy is to prevent the organizational impairment and

conflicts that are a likely outcome of the employment of relatives or significant

others, especially in a supervisor/subordinate relationship. Willful withholding of

information regarding a prohibited relationship/reporting arrangement may be

subject to corrective action, up to disciplinary action including termination. If a

prohibited relationship exists or develops between two employees, both

employees involved must bring this to the attention of his/her supervisor and

TED/HR Manager.

This policy must also be considered when assigning, transferring or promoting an

employee. For the purpose of this policy, immediate family includes: parent

(including step parent), grandparent, spouse, son, daughter, sibling (including

half or step brother or sister), mother-in-law, father-in-law, sister-in-law, brotherin-law, son-in-law, and daughter-in-law and step-child. This policy also applies to

close personal relationships.

Employees who marry or establish a close personal relationship may continue

employment as long as it does not result in the above. If one of the situations

outlined above shall occur, attempts will be made to find a suitable position to

which one of the employees will be transferred. If accommodations of this nature

are not feasible, the employees involved will be permitted to determine which of

them will resign.

2b. Outside Employment

It is not the intent of Wipro to restrict the activities of employees on their own

time. A policy on outside employment is deemed necessary to prevent conflicts

of interest, consistent with applicable state law. Therefore, every employee of

Wipro shall not work for either a competitor or supplier of Wipro. Employees

shall not engage in any outside employment, including any self employment or

independent contracting activities that might conflict with scheduled hours,

overtime hours (when required), or the proper performance of their job functions

for Wipro, including emergency work, or otherwise restrict employees to respond

to the needs of Wipro or its clients. In no event shall any employee actively 15

engage in self employment or independent contracting activities in competition

with Wipro.

Similarly, weekend work by employees for remuneration may also fall foul of the

conflict and needs prior approval after examining the matter. Approval shall be

obtained from Supervisor and followed by an email with cc to Legal Counsel or

TED/HR Head of Business.

If employees have any questions about this policy, or if employees believe a

conflict of interest exists or may be interpreted as existing, please speak to

TED/Human Resources Department.

3. CONTROLLERSHIP POLICY

Employees of Wipro must have a responsibility to protect the assets of Wipro,

ensure optimal utilization of assets and to report and record all transactions.

Employees must protect Wipro’s assets from loss, damage, misuse or theft and

assets may only be used for business purposes and other purposes specifically

approved by management and must never be used for illegal purposes.

Employees who violate any aspect of this policy or who demonstrate poor

judgment in the manner in which they use any Wipro asset may be subject to

disciplinary action, at the Wipro's sole discretion. Wipro assets are to be used for

Wipro business purposes only. Employees may neither use Wipro assets for

personal use, nor shall they allow any other person to use Wipro assets.

Employees must understand and comply with Wipro’s policies governing

employment practices, for eg. reimbursement of expenses incurred on travel,

business entertainment, medical expenses, etc. Employees who have any

questions regarding this policy shall bring them to the attention of the

TED/Human Resources or Legal Department.

Wipro’s responsibility to its shareholders and the investing public require that all

transactions be fully and accurately recorded in Wipro's books and records in

compliance with all applicable laws. False or misleading entries, unrecorded

funds or assets, or payments without appropriate supporting documentation and

approval are strictly prohibited and violate Wipro policy and the law. Additionally,

all documentation supporting a transaction shall fully and accurately describe the

nature of the transaction. Inaccurate records can harm Wipro in many ways,

including, weakening the effectiveness of our internal controls.

4. POLICY AGAINST INSIDER TRADING AND UNFAIR TRADE

PRACTICES IN THE SECURITIES MARKET

Insider trading is prohibited by both laws as well as by Wipro policy. Insider

trading generally involves the act of subscribing or buying or selling of Wipro’s

securities, when in the possession of any unpublished price sensitive information

corporate governance of Infosys

Corporate Governance Report"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 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, ownership and 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 guidelines and best practices have evolved over a period of time. The Cadbury Report on the financial aspects of corporate governance, published in the United Kingdom in 1992, was a landmark. The Sarbanes-Oxley Act, which was signed by the U.S. President, George W. Bush as a law in July 2002, has brought about sweeping changes in financial reporting. This is perceived to be the most significant change to federal securities law since the 1930s. Besides laying down the standards for directors and auditors, the Act has also laid down new accountability standards for security analysts and legal counsels.

In India, the Confederation of Indian Industry (CII) took the lead in framing a desirable code of corporate governance in April 1998. This was followed by the recommendations of the Kumar Mangalam Birla Committee on Corporate Governance. This committee was appointed by the Securities and Exchange Board of India (SEBI). The recommendations were accepted by SEBI in December 1999, and are now incorporated in Clause 49 of the Listing Agreement. Our compliance with these various requirements is presented in this section. We fully comply with, and indeed go beyond, all these recommendations on corporate governance.

SEBI also instituted a committee under the chairmanship of N. R. Narayana Murthy which recommended enhancements in corporate governance. SEBI has incorporated the recommendations made by the Narayana Murthy Committee on Corporate Governance in clause 49 of the Listing Agreement. The revised clause 49 was made effective from January 1, 2006.

During the year, the Ministry of Corporate Affairs, Government of India, published the Corporate Governance Voluntary Guidelines 2009. These guidelines have been published keeping in view the objective of encouraging the use of better practices through voluntary adoption, which not only serve as a benchmark for the corporate sector but also help them in achieving the highest standard of corporate governance. These guidelines provide corporate India a framework to govern themselves voluntarily as per the highest standards of ethical and responsible conduct of business. The Ministry hopes that adoption of these guidelines will also translate into a much higher level of stakeholders' confidence that is crucial to ensuring long-term sustainability and value generation by business.

We believe that sound corporate governance is critical to enhancing and retaining investor trust. Accordingly, we always seek to ensure that we attain our performance goals with integrity. Our Board exercises its fiduciary responsibilities in the widest sense of the term.

Our disclosures always seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

Our corporate governance philosophy is based on the following principles:

1. Satisfy the spirit of the law and not just the letter of the law. Corporate governance standards should go beyond the law

2. Be transparent and maintain a high degree of disclosure levels. When in doubt, disclose3. Make a clear distinction between personal conveniences and corporate resources4. Communicate externally, in a truthful manner, about how the Company is run internally5. Comply with the laws in all the countries in which we operate6. Have a simple and transparent corporate structure driven solely by business needs7. Management is the trustee of the shareholders' capital and not the owner.The Board of Directors ('the Board') is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders. We believe that an active, well-informed and independent Board is necessary to ensure highest standards of corporate governance.

The majority of our Board, eight out of 14, are independent members. Further, we have audit, compensation, investor grievance, nominations and risk management committees, which comprise only independent directors.

As part of our commitment to follow global best practices, we comply with the Euroshareholders Corporate Governance Guidelines, 2000, and the recommendations of the Conference Board Commission on Public Trusts and Private Enterprises in the U.S. We also adhere to the United Nations Global Compact policy. Further, a note on our compliance with the corporate governance guidelines of six countries (Australia, Canada, France, Germany, Japan and U.K.) in their national languages is available on our website, www.infosys.com.

Corporate governance ratingsCRISILCRISIL has been consistently assigning us the 'CRISIL GVC Level 1' rating over several years now. This Governance and Value Creation (GVC) rating indicates our capability to create wealth for all our stakeholders while adopting sound corporate governance practices.

ICRAICRA assigned 'CGR 1' rating to our corporate governance practices. The rating is the highest on ICRA's Corporate Governance Rating (CGR) scale of CGR 1 to CGR 6. We are the first company in India to be assigned the highest CGR by ICRA. The rating reflects our transparent shareholding pattern, sound Board practices, interactive decision-making process, high level of transparency, disclosures encompassing all important aspects of our operations and our track record in investor servicing. A notable feature of our corporate governance practices is the emphasis on substance over form, besides our transparent approach to follow such practices.

Corporate governance guidelines

Over the years, the Board has developed corporate governance guidelines to help fulfill our corporate responsibility with our stakeholders. These guidelines ensure that the Board will have the necessary authority and processes in place to review and evaluate our operations when required. Further, these guidelines allow the Board to make decisions that are independent of the Management. The Board may change these guidelines from time-to-time to effectively achieve our stated objectives.

Compliance with the corporate

governance codes

Corporate Governance Voluntary Guidelines 2009

During the year, the Ministry of Corporate Affairs, Government of

India, published the Corporate Governance Voluntary Guidelines

2009. These Guidelines have been published keeping in view the

objective of encouraging the use of better practices through voluntary

adoption, which not only serve as a benchmark for the corporate sector

but also help them in achieving the highest standard of corporate

governance. These guidelines provide corporate India a framework

to govern themselves voluntarily as per the highest standards of

ethical and responsible conduct of business. The Ministry hopes

that adoption of these guidelines will also translate into a much

higher level of stakeholders’ confidence which is crucial to ensure the

long-term sustainability and value generation by business. The guidelines

broadly focuses on areas such as Board of Directors, responsibilities

of the Board, audit committee functions, roles and responsibilities,

appointment of auditors, Compliance with Secretarial Standards and a

mechanism for whistle blower support. We substantially comply with

the Corporate Governance Voluntary Guidelines.

Revised Clause 49 of the Listing Agreement

SEBI, with a view to improve corporate governance standards in

India and to enhance the transparency and integrity of the market,

constituted the Committee on Corporate Governance under the

chairmanship of N. R. Narayana Murthy. The committee issued two

sets of recommendations: the mandatory recommendations and the

non-mandatory recommendations.

SEBI has incorporated the recommendations made by the Narayana

Murthy Committee on Corporate Governance in Clause 49. A revised

Clause 49 was made effective from January 1, 2006. We fully comply

with the revised Clause 49 of the Listing Agreement.

Naresh Chandra Committee

Following instances of irregularities involving auditors in the U.S.

and in India, the Government of India, by an order dated August 21,

2002, constituted a high-level committee under the chairmanship

of Naresh Chandra to examine the auditor-company relationship

and to regulate the role of auditors. Chapters 2, 3 and 4 of the

Naresh Chandra Committee report are relevant to us. We comply with

these recommendations.

Kumar Mangalam Birla Committee

SEBI appointed the Committee on Corporate Governance on

May 7, 1999, under the chairmanship of Kumar Mangalam Birla, to

promote and raise the standards of corporate governance. The SEBI

Board adopted the recommendations of the committee on January 25,

2000. We comply with these recommendations.

Euroshareholders Corporate Governance Guidelines 2000

‘Euroshareholders’ is the confederation of European shareholders

associations, constituted to represent the interests of individual

shareholders in the European Union. The guidelines are based on the

general principles of corporate governance issued by the Organization

for Economic Co-operation and Development (OECD) in 1999, but

are more specific and detailed. Subject to the statutory regulations in

force in India, we comply with these recommendations.

Compliance with findings and recommendation of The

Conference Board Commission on Public Trust and Private

Enterprises in the U.S.

The Conference Board Commission on Public Trust and Private

Enterprises was convened to address the circumstances which led

to corporate irregularities and the subsequent decline of confidence

in American capital markets. The Commission addressed three

key areas – executive compensation, corporate governance, and

audit and accounting issues, and issued its first set of findings

and recommendations. We substantially comply with these

recommendations.

OECD Principles of Corporate Governance

The governments of the 30 countries in the OECD have recently

approved a revised version of the OECD's Principles of Corporate

Governance adding new recommendations for good practice in

corporate behavior with a view to rebuilding and maintaining

public trust in companies and stock markets. We comply with these

recommendations.

A detailed compliance report with the recommendations of various

committees listed in this section is available on our website www.infosys.com.

United Nations Global Compact policy

Announced by the United Nations Secretary-General, Kofi Annan, at

the World Economic Forum in Davos, Switzerland, in January 1999,

and formally launched at the UN Headquarters in July 2000, the

Global Compact policy calls on companies to embrace ten principles

in the areas of human rights, labor standards and environment. The

policy is a value-based platform designed to promote institutional

learning. It utilizes the power of transparency and dialog to identify

and disseminate good practices based on universal principles. The ten

principles are drawn from the Universal Declaration of Human Rights,

the International Labor Organization’s Fundamental Principles on Rights

at Work, and the Rio Principles on Environment and Development.

According to these principles, businesses should:

• Support and respect the protection of internationally proclaimed

human rights

• Ensure that they are not complicit in human rights abuses

• Uphold the freedom of association and the effective recognition of

the right to collective bargaining

• Support the elimination of all forms of forced and compulsory labor

• Support the effective abolition of child labor

• Eliminate discrimination with respect to employment and

occupation

• Support a precautionary approach to environmental challenges

• Undertake initiatives to promote greater environmental responsibility

• Encourage the development and diffusion of environment friendly

technologies

• Work against corruption in all its forms, including extortion and

bribery

On August 27, 2001, we adopted the United Nations Global Compact

policy and became a partner with the United Nations in this initiative.

A strong sense of social responsibility is an integral part of our value

system. We adhere to the principles of the United Nations Global

Compact policy.

Source: www.unglobalcompact.org