What is Coporate Governance?Corporate governance is the set

of processes, customs, policies, laws, and institutions affecting the way a corporation (or company) is directed, administered or controlled.

Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed.

The principal stakeholders are the shareholders, the board of directors, employees, customers, creditors, suppliers, and the community at large.

It is a system of structuring, operating and controlling a company with a view to achieve long term strategic goals to satisfy shareholders, creditors, employees, customers and suppliers, and complying with the legal and regulatory requirements, apart from meeting environmental and local community needs.

The definition is drawn from the Gandhian principle of trusteeship and the Directive Principles of the Indian Constitution.

Corporate Governance is viewed as business ethics and a moral duty.

Principles of corporate governanceRights and equitable treatment of

shareholdersInterests of other stakeholdersRole and responsibilities of the board Integrity and ethical behaviourDisclosure and transparency

State Bank of India is the largest state-owned banking and financial services company in India, by almost every parameter - revenues, profits, assets, market capitalization, etc.

The bank traces its ancestry to British India, through the Imperial Bank of India, to the founding in 1806 of the Bank of Calcutta, making it the oldest commercial bank in the Indian Subcontinent.

The Government of India nationalized the Imperial Bank of India in 1955, with the Reserve Bank of India taking a 60% stake, and renamed it the State Bank of India.

The State Bank Group, with over 16,000 branches, has the largest banking branch network in India..

The State bank of India is the 10th most reputed company in the world according to Forbes

SBI's still surviving associate banks are: State Bank of Bikaner & Jaipur State Bank of Hyderabad State Bank of Mysore State Bank of Patiala State Bank of Travancore

SBI has 21000 ATMs. SBI has 26500 branches, inclusive of branches that belong to its Associate banks. SBI alone has 13076 Branches (including the branches of State Bank of Indore), as on 26 August 2010

SBI

The Bank's Philosophy on Code of Governance State Bank of India is committed to the best practices in the area of corporate

governance, in letter and in spirit. The Bank believes that good corporate governance is much more than

complying with legal and regulatory requirements. Good governance facilitates effective management and control of business,

enables the Bank to maintain a high level of business ethics and to optimize the value for all its stakeholders.

The objectives can be summarized as: • To enhance shareholder value. • To protect the interests of shareholders and other stakeholders including customers, employees and society at large. • To ensure transparency and integrity in communication and to make available full, accurate and clear information to all concerned. • To ensure accountability for performance and to achieve excellence at all levels. • To provide corporate leadership of highest standard for others to emulate.

The role of the Chairman and the Board of Directors are also guided by the SBI Act, 1955, with all relevant amendments. • Ensuring that a senior executive is made responsible in respect of compliance issues with all applicable statutes, regulations and other procedures, policies as laid down by the GoI/ RBI and other regulators and the Board, and report deviation, if any.

The Bank has complied with the provisions of Corporate Governance as per Clause 49 of the Listing Agreement with the Stock Exchange except where the provisions of Clause 49 are not in conformity with SBI Act, 1955 and the directives issued by RBI/ GoI.

Composition of the Board State Bank of India was formed in 1955 by an Act of the Parliament, i.e., The State Bank of India Act, 1955

(Act). A Central Board of Directors was constituted according to the Act. The Board is headed by the Chairman, appointed under section 19(a) of SBI Act; two Managing Directors

are also appointed members of the Board under section 19(b) of SBI Act. The Chairman and Managing Directors are whole time Directors. As on 31st March 2010, there were 10

other directors on the Board including eminent personalities from academics. These included representatives of shareholders, nominee officials of Government of India and Reserve Bank

of India and directors nominated by the Government of India under Section 19(d) of the State Bank of India Act, 1955. Apart from the whole time Directors comprising Chairman and two Managing Directors,

the composition of the Board as on the 31st March 2010, was as under: • four directors, elected by the shareholders under Section 19(c), • four directors, nominated by the Central Government under Section 19(d), • one director, nominated by the Central Government under Section 19(e), and • one director, nominated by the Reserve Bank of India under Section 19(f). The composition of the Board complies with provisions laid down in Clause 49.

Central Board of Directors (As on 14th May 2010) Chairman Shri O. P. Bhatt Managing Directors Shri S. K. Bhattacharyya Shri R. Sridharan Directors elected under Section 19(c) of SBI Act Dr. Ashok Jhunjhunwala Shri Dileep C. Choksi Shri S. Venkatachalam Shri D. Sundaram Term: 3

years and eligible for re-election for further period of 3 years Maximum tenure: 6 years continuously Directors under Section 19(d) of SBI Act Dr. Deva Nand Balodhi Prof. Md. Salahuddin Ansari Dr. (Mrs.) Vasantha Bharucha Dr. Rajiv

Kumar Term: 3 years or till the Successor is appointed and eligible for re-appointment / re-nomination Maximum tenure: 6 years continuously

Director under Section 19(e) of SBI Act Shri Ashok Chawla Director under Section 19(f) of SBI Act Smt. Shyamala Gopinath

Committees(1) Executive Committee, (2) Audit Committee, (3) Risk Management Committee, (4) Shareholders'/Investors' Grievance

Committee, (5) Special Committee for Monitoring of Large

Value Frauds (Rs.1 crore and above), (6) Customer Service Committee, (7) Technology Committee(8) Remuneration Committee

Meetings of the Central Board and its Committees

The Bank's Central Board meets a minimum of six times a year.

During the year 2009-10, ten Central Board Meetings were held.

Executive Committee of the Central Board The Executive Committee of the Central Board (ECCB) is constituted in

terms of Section 30 of the SBI Act, 1955. ECCB consists of the Chairman, the Managing Directors, the Director

nominated under Section 19(f) of the SBI Act (Reserve Bank of India nominee), and all or any of the other Directors.

The ECCB meetings are held once every week. The details of attendance of ECCB

Audit Committee of the Board The Audit Committee of the Board (ACB) was constituted on 27th July 1994 and last re-

constituted on the 9th May 2009. The ACB functions as per RBI guidelines and complies with the provisions of Clause

49 of the Listing Agreement to the extent that they do not violate the directives/guidelines issued by RBI.

Functions of ACB (a) ACB provides direction as also oversees the operation of the total audit function in

the Bank. Total audit function implies the organization, operationalisation and quality control of internal audit and inspection within the Bank, and follow-up on the statutory/external audit of the Bank and inspection by RBI.

(b) ACB reviews the internal inspection/audit functions in the Bank - the system, its quality and effectiveness in terms of follow-up. It reviews the inspection reports of specialized and extra-large branches and all branches with unsatisfactory ratings. It also, especially, focuses on the follow-up of: • Inter-branch adjustment accounts • Unreconciled long outstanding entries in inter-bank accounts and nostro/vostro accounts • Arrears in balancing of books at various branches • Frauds • All other major areas of housekeeping

(c) It obtains and reviews half-yearly reports from the Compliance Department in the Bank.

(d) ACB follows up on all the issues raised in the Long Form Audit Reports of the Statutory Auditors. It interacts with the external auditors before the finalisation of the annual/half-yearly/ quarterly financial accounts and reports. A formal 'Audit Charter' or 'Terms of Reference' laid down by the Central Board, incorporating the requirements under Clause-49 in addition to those under RBI guidelines, is in place.

Composition & Attendance during 2009-10 The ACB has seven members of the Board of Directors, including two whole time Directors, two official Directors (nominees of GoI and RBI), and three non-official, non-executive Directors. Meetings of the ACB are chaired by a non-executive Director. The constitution and quorum requirements, as per RBI guidelines, are complied with meticulously. During the year, eight meetings of ACB were held to review the various matters connected with the internal control, systems and procedures and other aspects as required in terms of RBI guidelines

Risk Management Committee of the Board

The Risk Management Committee of the Board (RMCB) was constituted on the 23rd March 2004,

to oversee the policy and strategy for integrated risk management relating to credit risk, market risk and operational risk.

The Committee was last reconstituted on the 9th May 2009 with six members.

The Managing Director & Chief Credit and Risk Officer is the Chairman of the Committee.

RMCB meets a minimum of four times a year, once in each quarter. During 2009-10, four meetings of the RMCB were held.

Shareholders'/Investors' Grievance Committee of the Board In pursuance of Clause 49 of the Listing Agreement with the Stock Exchange,

Shareholders'/Investors' Grievance Committee of the Board (SIGCB) was formed on the 30th January 2001, to look into the redressal of shareholders' and investors' complaints regarding transfer of shares, non-receipt of annual report, non-receipt of interest on bonds/declared dividends, etc.

Number of shareholders’ complaints received so far (during the year): 274 Number of complaints not solved to the satisfaction of shareholders: NIL Number of Pending Complaints: NIL Name and designation of Compliance officer : Shri Shyamal Sinha, General

Manager (Compliance)

Special Committee of the Board for Monitoring of Large Value Frauds (Rs.1 crore and above) The Special Committee for monitoring of Large Value

Frauds (Rs.1 crore and above) was constituted on the 29th March 2004.

The major functions of The Committee was last reconstituted on the 9th May 2009 with five members and is chaired by a non-executive Director.

The Committee met four times during 2009-10 and reviewed the position of complaints the Committee are to monitor and review all large value frauds with a view to identifying systemic lacunae, if any, reasons for delay in detection and reporting, if any, monitoring progress of CBI/ Police investigation, recovery position, ensuring that staff accountability exercise is completed quickly, reviewing the efficacy of remedial action taken to prevent recurrence of frauds and putting in place suitable preventive measures.

The Committee was last reconstituted on the 9th May 2009 with seven members.

The Managing Director & Chief Credit and Risk Officer is the Chairman of the Committee. The Committee met four times during 2009-10.

Customer Service Committee of the Board The Customer Service Committee of the

Board was constituted on the 26th August 2004, to bring about ongoing improvements on a continuous basis in the quality of customer service provided by the Bank.

The Committee was last reconstituted on the 9th May 2009 with six members.

The Managing Director & Chief Credit and Risk Officer is the Chairman of the Committee.

During the year 2009-10, four meetings of the Committee were held.

Technology Committee of the Board The Technology Committee of the Board was constituted on

26th August 2004, for tracking the progress of the Bank’s IT initiatives.

The Committee was last reconstituted on the 9th May 2009 with six members and is chaired by a non-executive Director.

The Committee met seven times during 2009-10.  

Remuneration Committee of the BoardThe Remuneration Committee was constituted on

22nd March 2007, for evaluating the performance of Whole Time Directors of the Bank in connection with the payment of incentives, as per the scheme advised by Government of India in March 2007.

The Committee was last reconstituted on 9th May 2009.

The Committee has four members consisting of (i) the Government Nominee Director, (ii) the RBI Nominee Director and (iii) two other Directors - Dr Ashok Jhunjhunwala and Shri S. Venkatachalam.

The Committee scrutinized and recommended payment of incentives to whole time Directors for the year ended 31.03.2009.

Attendance of the Annual General Meeting The Annual General Meeting for the year 2008-09, held on the 19th

June 2009, was attended by 9 directors, viz., Shri O.P. Bhatt, Shri S.K. Bhattacharyya, Shri R, Sridharan, Dr. Ashok Jhunjhunwala, Dr. Deva Nand Balodhi, Dr. (Mrs.) Vasantha Bharucha, Shri Dileep C. Choksi, Shri D. Sundaram and Shri S. Venkatachalam.

Annual General Meetings The Annual General Meeting of the shareholders of the Bank for

2008-09 was held on the 19th June 2009, for 2007-08 on the 11th June 2008, for 2006-07 on the 25th June 2007, for 2005-06 on the 30th June 2006, for 2004-05 on the 30th June 2005 and for 2003-04 on the 9th July 2004.

All these meetings were held at Mumbai. Sitting Fees The remuneration of the whole-time Directors and the

sitting fees paid to the non-executive Directors for attending the meetings of the Board / Committees of the Board are as prescribed by GoI from time to time. The Directors are given a sitting fee of Rs.5,000/- for attending every Central Board meeting and Rs.2,500/- for attending a meeting of a Board-level Committee. Sitting fees are, however, not paid to the Chairman and Managing Directors of the Bank and GoI Nominee / RBI Nominee Directors.

Disclosure The Bank has not entered into any materially significant related party

transactions with its Promoters, Directors, or Management, their subsidiaries or relatives, etc., that may have potential conflict with the interests of the Bank at large.

The Bank has complied with applicable rules and regulations prescribed by stock exchanges, SEBI, RBI or any other statutory authority relating to the capital markets during the last three years. No penalties or strictures have been imposed by them on the Bank. Vigilance guidelines of the Bank are in place, which provide that the Bank’s staff may have direct access to the Bank’s Chief Vigilance Officer.

The guidelines also protect any staff acting as the ‘informer’ from any punitive action for being a whistleblower. The Bank has complied in all respects with the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, to the extent that the requirements of the Clause do not violate the provisions of State Bank of India Act 1955, the Rules and Regulations made there under, and guidelines or directives issued by the Reserve Bank of India.

Mandatory requirements of Clause 49 as to the composition of the Board of Directors, composition and quorum of the Audit Committee, Non-executive directors’ compensation, the appointment, re-appointment of the Statutory Auditors and fixation of their fees are not binding on the Bank, as separate provisions in the State Bank of India Act, SBI General Regulations and the Reserve Bank of India guidelines deal with the same.

The Bank has complied with all applicable non mandatory requirements of Clause 49, except for sending half-yearly declaration of financial performance and summary of significant events to the households of shareholders, since detailed information on the same is posted on the website of the Bank.

Means of Communication The Bank strongly believes that all stakeholders should have

access to complete information on its activities, performance and product initiatives. Annual, half-yearly and quarterly results of the Bank for the year 2009-10 were published in the leading newspapers of the country.

The results were also displayed on the Bank’s website (www.sbi.co.in and www.statebankofindia.com).

The Annual Report is sent to all shareholders of the Bank. The Bank’s website displays, interalia, official news releases of the

Bank, the Bank’s Annual Report and Half-yearly report, and details of various product offerings. Every year, after the annual and half-yearly results are declared, a Press-meet is held on the same day, in which the Chairman makes a presentation and answers the queries of the media. This is followed by another meeting to which a number of investment analysts are invited. Details of the Bank’s performance are discussed with the analysts in the meeting. After declaring quarterly results, press notifications are issued various requirements of the investors regarding their holdings, the Bank has a full-fledged Department - Shares & Bonds Department - at Mumbai and Shares & Bonds Cells at the 14 Local Head Offices.

The investors’ grievances, whether received at the Bank’s offices or at the office of the Registrar and Transfer Agents, are redressed expeditiously and monitored at the Top Management level.

Wipro Wipro Technologies Limited is a giant information technology services

corporation headquartered in Bangalore, India. According to the 2008–09 revenue, Wipro is one of the largest IT services

company in India and employs more than 112,925 people worldwide as of June 2010

It has interests varying from information technology, consumer care, lighting, engineering and healthcare businesses.Azim Premji is the Chairman of the board.

Wipro (an acronym of "Western India Products Limited") started as a vegetable oil trading company in 1947 from an old mill at Amalner, Maharashtra, India founded by Azim Premji's father.

In 1977, when IBM was asked to leave India, Wipro entered the information technology sector.

In 1979, Wipro began developing its own computers, and in 1981 started selling the finished product. This was the first in a string of products that would make Wipro one of India's first computer makers. Wipro Technologies hired managers who held their employees to strict performance standards.

In 1980 Wipro moved into software development and started developing customized software packages for their hardware customers.

This expanded their IT business and subsequently developed the first Indian 8086 chip. Since 1992 Wipro has begun to grow its roots offshore in United States and by 2000 Wipro Ltd ADRs were listed on the New York Stock Exchange site. The company's revenue grew by 450% from 2002 to 2007.

.

Major Divisions IT Services: Wipro provides complete range of IT Services

to the organization. The range of services extends from Enterprise Application Services (CRM, ERP, e-Procurement and SCM) to e-Business solutions.

Product Engineering Solutions: Wipro is the largest independent provider of R&D services in the world.

Technology Infrastructure Service: Wipro's Technology Infrastructure Services (TIS) is the largest Indian IT infrastructure service provider in terms of revenue, people and customers with more than 200 customers in US, Europe, Japan and over 650 customers in India.

Business Process Outsourcing: Wipro provides business process outsourcing services in areas Finance & Accounting, Procurement, HR Services, Loyalty Services and Knowledge Services.

Consulting Services: Wipro offers services in Business Consulting, Process Consulting, Quality Consulting, and Technology Consulting.

Corporate governance in Wipro The Spirit of Wipro represenrs the core values of Wipro. The three values encapsulated in the Spirit of Wipro are:- 1.Intensity to Win -Make customers successful .Team,

innovate and excel 2.Act with Sensitivity-Respect for the individual Thoughtful

and responsible 3.Unyielding Integrity-Delivering on commitments Honesry

and fairness in action  This has been articulated through the Company's Code of

Business Conduct and Ethics, Corporate Governance guidelines, charters of various sub-committees of the Board and Company's Disclosure policy.

These policies seek to focus on enhancement of long-term shareholder value without compromising on Ethical Standards ,and Corporate Social Responsibilities.

These practices form an integral part of the Company's strategic and operating plans.

Corporate Governance philosophy is put into practice in Wipro through the following four layers, namely,

Governance by Shareholders,Governance by Board of Directors,Governance by Sub-committee of Board of DirectorGovernance of the management process Delegation of authority through these sub committees and

through the management provides the required clarity and directions to the organization. 

FIRST LAYER: GOVERNANCE BY SHAREHOLDERSAnnual General Meeting -Annual General meeting for the 2009-10 is scheduled on July 22,2010,

other AGM of the last three years-held regularlyFinancial Calendar- tentative decalerd for every yearDividend- Board of Directors has recommended a Final Dividend of

Rs. 6 per share on equity shares of Rs. 2 each in year 2009-10.National ECS facility.Awards and Rating-The Company has been awarded the highest rating of stake holder

Value and Corporate Rating I (called SVG 1) by ICRA Limited, a rating agency in India.

This rating implies that the Company belongs to the Highest Category on the composite parameters of stakeholder value creation and management as also Corporate Governance practices.

The Company has been awarded the national award for excellence in Corporate Governance from ICSI during the year 2004.

 

Shareholders' satification Survey -The Company conducted a Shareholders' Satisfaction survey in July 2009 seeking views on various matters relating to investor services.

About 1900 shareholders participated and responded to the survey. The analysis of the responses reflects an average rating of about 3.4 on a scale of 1 to 4.

Around 73% of the shareholders indicated that the services rendered by the Company were good/ excellent and were satisfied.

wipro are constantly in the process of enhancing our service levels to further improve the satisfaction levels based on the feedback received from our shareholders. wipro welcome any suggestions from your end to improve our services further.

 Means of Communication with Shareholders/Analysis-wipro have established procedures to disseminate, in a planned manner, relevant information to our shareholders, analysts, employees and the society at large.

Audit Committee reviews the earnings press releases, SEC filings and annual and quarterly reports of the Company, before they are presented to the Board of Directors for their approval for release.

 Quarterly results: Our quarterly results ate published in widely circulated national newspapers

Website: The Company's website contains a separate dedicated section "Investor" where shareholders information is available. The Annual report of the Company, earnings press releases, SEC filings and quarterly reports of the Company are also available on the website in a user-friendly and downloadable form at www.wipro.com/corporate

in all respects.  

Annual Report: Annual Report containing audited accounts, CFA together with Directors' report, Auditors' report and other important information arc circulated to members and others  

Listing on Stock Exchanges, Stock Codes, International Securities Identification Number (ISIN) and Cusip Number for ADR

Registrar and Transfer Agents- The power of share transfer and related operations have been

delegated to Registrar and Share Transfer Agents Karvy Computers hare Private Limited, Hyderabad.

Share Transfer System-  The turnaround time for completion of transfer of shares in physical

form is generally less than 7 days from the date of receipt, if the documents are clearDescription of Voting rights

Distribution of Shareholding and categories of Shareholders as per Clause 35 of the Listing Agreement ON March 31, 2010 INDICATED IN ANNUAL REPORT

Shareholding Pattern as of March 31, 2010 under Clause 35 of the Listing Agreement STATED IN ANNUAL REPORT

 

SECOND LAYER: GOVERNANCE BY THE BOARD OF DIRECTORSAs on March 31, 2010, company had seven non-executive Directors, four executive Directors of which one

executive Director is also the Chairman of our Board.

All the seven non-executive directors are independent directors i.e. independent of management and free from any business or other relationship that could materially influence their judgment.

All the independent directors satisfy the criteria of independence as defined under listing agreement with Indian Stock Exchanges and New York Stock Exchange Corporate Governance standards.

The profile of Directors are given below as of March 3 I, 2010- Azim H. Premji has served as our Chief Executive Officer, Chairman and

Managing -Director (Designated as Chairman) since September 1968 Dr. Ashok Ganguly has served as a Director on Board since 1999. B.C. Prabhakar has served as a Director on Board since February 1997.  Dr. Jagdish N. Sheth has served as a Director on Board sll1ce January

1999. Narayanan Vaghul has served as a Director on Board since June 1997.. Priya Mohan Sinha became a Director of company Jan,2002. William Arthur Owens has served as a Director on Board since July 1,

2006 Suresh C. Senapaty has served as Chief Financial Officer Suresh Vaswani has served as Joint CEO (IT Business) and Executive

Directqr since April 2008 Girish S Paranjpe has served as Joint CEO (IT Busmess) and Executive

Director since April 200S   Dr. Henning Kagermann became an Additional Directot of the Company

on October 27, 2009.

Information flow to the board membersCompany submitted information to the Board for their

review, inputs and approval. Likewise, quarterly financial statements are first presented to the Audit Committee and subsequently to the Board of Directors for their approval.

Board Meetings-Declare in consultation with Board Governance &

Nomination Committee and all our directors, considering the practices of earlier years. Once approved by the Board Governance & nomination Committee,

the schedule of the Board meeting and Board Committee meetings is communicated in advance to the Directors to enable them to schedule their meetings.

Board met four times in the financial year 2009-1 0, on April -22, July 21-22, October 2- and January 10-20,2010.

 

Post-meeting follow-up system-After the hoard meetings, we have a formal system of follow up, review and reporting on actions taken by the management on the decisions of the Board and sub-committees of the Board.

 Disclosure of materially significant related party transaction -During the year 2009- 1 0, no transactions of material nature had been entered into by the Company with the Management or their relatives that may have a potential conflict with interest of the Company.  

Whistle BLower policy and affirmation that no personnel has been denied access to the Audit, risk and compliance Committee

The Company has adopted an Ombuds process  Company has complied with all the mandatory requirements of the Clause

49 of the Listing Agreement. Lead independent director-The Board of Directors of the Company have

designated mr. N Vaghul as the Lead independent Director. The role of the Lead Independent Director is described in the Corporate Governance guidelines of Company  

Remuneration Policy and criteria of making payments Directors- Compensation Committee recommends the remuneration, including the

commission based on the net profits of the Company for the Chairman and M D and Executive Directors. This is then approved by the Board and shareholders. Prior approval of shareholders is obtained in use of remuneration to Non-Executive directors

The remuneration paid to Chairman and Managing Director and Executive Directors is determined keeping in view the industry benchmark, the relative performance of the Company to the industry performance, and macro economic review on remuneration packages of CEOs of other orgal1lzations.

Independent Non-Executive Directors are appointed for their professional expertise in their individual capacity as Independent professionals. Independent Non-executive Directors receive sitting fees for attending the meeting of the

 Board and Board Committees and commission as approved by the Board and shareholders, This remuneration approved by the Board subject to the condition that cumulatively it shall not exceed 1 % of the net profits of the Company for all Independent Non-Executive Directors in aggregate for one financial year, subject to an individual limit for each of the Non-Executive Directors,

 

THIRD LAYER: GOVERNANCE BY THE SUB COMMITTEE OF THE BOARD OF DIRECTORSBoard has constituted sub-committees to focus on specific

areas and make informed decisions within the authority delegated to each of the Committees. Each Committee of the Board is guided by its Charter, which defines the scope, powers and composition of the Committee. All decisions and recommendations of the Committees are placed before the Board either for information or approval.

Company have four sub-committees of the Board as at March 31,2010.

Audit/Risk and Compliance CommitteeBoard Governance and Nomination CommitteeCompensation Committee Administrative/Shareholders' Grievance Committee

Audit/Risk and Compliance CommitteeThe Audit/Risk and Compliance Committee of the Board of

Directors, which was formed in 1987 This Committee was renamed as Audit/Risk and Compliance

Committee with effect from April 22, 2009. The primarily responsibilities are;

Auditing and accounting matters, including recommending the appointment of our independent auditors to the shareholders

Compliance with legal and statutory requirement Integrity of the Company's financial statements, discussing

with the independent auditors the scope of the annual audits, and fees to be paid to the independent auditors

Performance of the Company's Internal Audit function, Independent Auditors and accounting practices

 Review of related party transactions, functioning of Whistle Blower mechanism, and

Implementation of the applicable provisions of the Sarbanes Oxley Act 2002 including review on the progress of internal control mechanism to prepare for certification under Section 404 of the Sarbanes Oxley Act 2002.

The Chairman of the Audit/Risk and Compliance Committee is present at the Annual General Meeting.

All members of our Audit/Risk and Compliance Committee are independent non-executive directors and financially literate.

The Chairman of our Audit/Risk and Compliance Committee has the accounting or related financial management expertise.

CFO & Executive Director and other Corporate Officers make periodic presentations to the Audit/Risk and Compliance Committee on various issues.

The Audit/Risk and Compliance Committee is comprised of following three non-executive directors

Mr. N Vaghul - Chairman Mr. PM Sinha and Mr. B C Prabhakar - Mcmber, This committee meet seven times during the financial year on

april 20, May 15, July 20. October 16, 2009 January 17-18, Feb1,22 2010.

Board governance and Nomination Committee

In April, 2009 the Board governance and Nomination Committee was split into two separate committees and reconstituted as

(a) Board Governance and Nomination Committee (b) Compensation CommitteeAfter this reconstitution, the members of the Board

Governance and Nomination Committee are as follows;Dr. Ashok Ganguly - ChairmanMr. N. Vaghlrl, Mt. P. M. Sinha and Mr. Bill Owcns -

Mcmbcrs.All members of the Board Governance and Nomination

Committee are independent non-executive directors. The Board Governance and Nomination Committee of the

Board met four times on - April 20, July 20, October 21, and January 19,2010, during the year 2009-10.

The primary responsibilities of 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 Individuals directors.

Lay down policies and procedures to asses the requirement, for inclusion of new members on the Board.

Implementing policies and processes relating ro corporate governance principles.

Ensuring that appropriate procedures are in place to access Board membership needs and Board effectiveness.

Reviewing the Company's policies that relate to matters of CSR including of public issue of significance to the company and its stake holders.

Formulating the disclosure Policy, its review and approval of disclosure.

Compensation CommitteeExecutive Vice President-Human Resources makes periodic

presentations to the Compensation Committee on compensation reviews and performance linked compensation.

The members of the Compensation Committee are as follows:  mr. Ashok Ganguly - ChairmanMr. N Vaghul and Mr. PM Sinha - Members.All members of the Compensation Committee are independent

non-executive director. This Committee of the Board met four times on - April 20, July

20, October 21, and January9,201 0, during the financial year 2009-10.

The primary responsibilities of the Compensation Committee:  Determine and approve salaries, benefits and stock options

grants and other compensation plans, policies and programs of senior Management employees and Directors of our Company.

Administrative/Shareholders & Investors Grievance Committee The members of the Committee are as under:  mr. B C Prabhakar - Chairman ,Mr. Suresh C Senapaty – Member,Mr.

Suresh Vaswani - Member  The Shareholders' / Investors' Grievance & Adm1l11strative Committee

is responsible for resolving investor's complaints pertaining to share transfers, non-receipt of annual reports, Dividend payments, issue of duplicate share certificates, transmission of share; and other shareholder related queries. complaints.

In addition to above, this Committee is also empowered to oversee administrative manners like opening / closure of Company's Bank accounts, grant and revocation of general, specific and banking powers of attorney, consider and approve allotment of equity shares pursuant to exercise of stock options, setting up branch of/ices and other administrative matters, as delegated by Board from time to time, ete.

The Chairman of the Committee is an independent non executive director.

The Administrative and Shareholders Grievance Commitree mct four times in the /inancial year on - April 20, July 20, October 16, 2009 and January 19, 201O. In addition, the Shareholders Grievance Committee, once in 5 days, reviews the redressal of shareholders and investor complaints/queries.

Mr. V Ramachandran, Company Secretary is our Compliance Officer for the Listing Agreement. Unclaimed Dividends

Secretarial Audit-A qualified practicing Company Secretary has carried out secretarial audit every quarter.

Subsidiary Monitoring FrameworkAll the subsidiary companies of the Company

are Board managed with their Boards having the rights and obligations to manage these companies in the best interest of their stakeholders.

FOURTH LAYER: GOVERNANCE OF THE MANAGEMENT PROCESS Corporate Executive Council of the Compnay (CEC) The day-to-day management is vested with the CEC of the Company

comprising of Business and Functional heads who work under the overall superintendence and control of the Board. The CEC is headed by the Chairrman , Mr. Azim H Ptemji.

Code of Business Conduct and Ethics:- In 1983, comapny articulated 'Wipro Beliefs' consisting of six statements, At the core of beliefs was integrity articulated as individual and Company relationship should be governed by the highest

standard of conduct and integrity.Over years, this articulation has evolved in form bur remained constant in substance.

company, the Board of Directors and employees have a responsibility to understand and follow the Code of Business Conduct. All employees are expected to perform their work with honesty and integrity.

Wipro's Code of Business Conduct reflects general principles to guide employees in making ethical decisions. This code is also applicable to our representatives,

The Code outlines fundamental ethical considerations as well as specific considerations that need to be maintained for professional conduct. This Code has been displayed on the Company's website. www.wipro.com/investors.

 

compliance to Code of Business Conduct and Ethics (COBC) is monitored through:

employees are annually required to go through the training and awareness modules created on COBC and understand the principles of each of the Policies briefed under COBC

Randomly selected employees ate tested on the compliance effectiveness of the Policies covered under COBC; this primarily enables the Company to analyze the gaps and create Training/awareness modules to address the same.

Annually group discussions are held with select employees to understand the grey areas in compliance to further refine the code.

The Chairman has affirmed to the Board of Directors that this Code of Business Conduct and Ethics has been complied by the Board members and Senior Management. 

Ombudsman processCompany adopted an Ombudsmen process which is

the channel for receiving and redressing employees' complaints. Encourage employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Company's Code of Business Conduct and Ethics, to management (on an anonymous basis, if employees so desire).

Mechanism followed under Ombudsmen process is appropriately communicated within the Company across all levels and has been displayed on Wipro's intranet and on Wipro's website at www.willro.com