Wipro : Corporate Governance Report Q2, 2019-20 (PDF)

ANNEXURE I

Format to be submitted by listed entity on quarterly basis

1.	Name of Listed Entity	- Wipro Limited
2.	Quarter ending	- 30-Sep-2019

1. Composition Of Board Of Director

Title

Name of

DIN

PAN

Catego

Sub

Initial

Date

Dat

Te

Dat

No. of

No of

No of

No of post of MembershipRemarks

(Mr./ the Director

ry

Cate

Date

of

e of

nu

e of

Directo

Indepe

members

Chairperso

in

Ms)

(Chairp

gory

of

Appoi

cess

re

Birth

rship in

ndent

hips in

n in Audit/

Committees

erson

Appoin

ntmen

atio

listed

Directo

Audit/

Stakeholder

of the

/Executi

tment

t

n

entities

rship in

Stakehol

Committee

Company

ve/Non-

includin

listed

der

held in

Executiv

g this

entities

Committe

listed

e/

listed

includin

e(s)

entities

Indepen

entity

g this

including

including

dent/

listed

this listed

this listed

Nomine

entity

entity

entity

e)

M

Azim H

0023

AIRPP

NED

01-Sep-

31-Jul-

61

24-

1

0

0

0

r.

Premji

4280

9181G

1968

2019

3

Jul-

194

5

M

Rishad A

0298

AAFP

C,ED

01-May-

31-Jul-

53

09-

1

0

1

0

SC

r.

Premji

3899

R0436

2015

2019

Jan-

G

197

7

M

Abidali Z

0247

ADZP

ED

CE

01-Feb-

01-

44

08-

1

0

0

0

r.

Neemuch

8060

A0207

O-

2016

Feb-

Dec

wala

F

MD

2016

-

196

7

M

M K

0032

AAPP

ID

23-Jul-

01-Jul-

62

04-

5

4

2

3

AC,SC,RC,

r.

SHARMA

7684

S4589

2014

2016

May

NRC

K

-

194

7

M	IREENA	0519	AADP	ID		23-Jul-	01-		62	02-	4	4	4	0		AC,SC,RC,
rs.	VITTAL	5656	V1333			2014	Oct-			Oct-						NRC
				J					2018			196
													8
M	ARUNDH	0201	AFXP	ID		01-Jan-	01-Jan-		9	18-	4	4	3	1		AC,SC,RC
rs.	ATI	1213	B6907			2019	2019			Mar
	BHATTA		K								-
	CHARYA											195
													6
M	WILLIA	0042	ZZZZZ	ID		23-Jul-	01-		62	08-	1	1	0	0		NRC	The Director is a
r.	M A	2976	9999Z			2014	Aug-			May							non resident
	OWENS								2017			-							does not hold a
													194							PAN
													0
M	PATRICK	0748	ZZZZZ	ID		01-Apr-	01-		42	01-	1	1	0	0			The Director is a
r.	DUPUIS	0046	9999Z			2016	Apr-			Jan-							non resident
										2016			196							does not hold a
													3							PAN
M	PATRICK	0746	ZZZZZ	ID		01-Apr-	01-		42	12-	1	1	0	0			The Director is a
r.	J ENNIS	3299	9999Z			2016	Apr-			Sep-							non resident
										2016			196							does not hold a
													3							PAN
M	N	0000	AADP	ID		23-Jul-	01-	31-	60	04-	2	2	0	2		RC
r.	VAGHUL	2014	V0297			2014	Aug-	Jul-		Aug
				K					2016	201		-
											9		193
													6
M	ASHOK S	0001	AAFP		ID			23-Jul-	01-	31-	60	28-	1	1	0	0
r.	GANGUL	0812	G1927					2014	Aug-	Jul-		Jul-
	Y		M						2016	201		193
											9		5
		Company Remarks
		Whether Permanent			Yes
		chairperson appointed
		Whether Chairperson is	No
		related to MD or CEO

1. Composition of Committees

	a.	Audit Committee
	Sr.		Name of the Director		Category	Chairperson/Membership	Appointment	Cessation Date
	No.						Date
	1		M K SHARMA		ID	Chairperson	01-Aug-2019
	2		IREENA VITTAL		ID	Member	23-Jul-2014
	3		ARUNDHATI		ID	Member	01-Jan-2019
			BHATTACHARYA
	4		N VAGHUL		ID	Chairperson	23-Jul-2014	31-Jul-2019
	Company Remarks	.nAudit, Risk and Compliance Committee acts as the Risk management
				committee. nBoard Governance, Nomination and Compensation Commitee is
				the apex body that overseas the Corporate social responsibility policy and
				Programmes. Board Governance, Nomination and Compensation Commitee
				also acts as the CSR Committee of the Company.
	Whether Permanent	Yes
	chairperson appointed
	b.	Stakeholders Relationship	Committee
	Sr.		Name of the Director		Category	Chairperson/Membership	Appointment	Cessation Date
	No.						Date
	1		M K SHARMA		ID	Chairperson	23-Jul-2014
	2		ARUNDHATI		ID	Member	01-Aug-2019
			BHATTACHARYA
	3		Rishad A Premji		C,ED	Member	01-Feb-2017
	4		IREENA VITTAL		ID	Member	23-Jul-2014	31-Jul-2019
	Company Remarks
	Whether Permanent	Yes
	chairperson appointed
	c.	Risk Management Committee
	Sr.		Name of the Director		Category	Chairperson/Membership	Appointment	Cessation Date
	No.						Date
	1		M K SHARMA		ID	Chairperson	01-Aug-2019

2

IREENA VITTAL

ID

Member

23-Jul-2014

3

ARUNDHATI

ID

Member

01-Jan-2019

BHATTACHARYA

4

N VAGHUL

ID

Chairperson

23-Jul-2014

31-Jul-2019

Company Remarks

Whether Permanent

Yes

chairperson appointed

d. Nomination and Remuneration Committee

Sr.

Name of the Director

Category

Chairperson/Membership

Appointment

Cessation Date

No.

Date

1

WILLIAM A OWENS

ID

Chairperson

01-Aug-2019

2

M K SHARMA

ID

Member

01-Aug-2019

3

IREENA VITTAL

ID

Member

01-Aug-2019

4

N VAGHUL

ID

Chairperson

23-Jul-2014

31-Jul-2019

5

ASHOK S GANGULY

ID

Member

23-Jul-2014

31-Jul-2019

Company Remarks

Whether PermanentYes chairperson appointed

1. Meeting of Board of Directors

Date(s) of Meeting	Date(s) of Meeting	Whether	Number of	Number of Independent
(if any) in the	(if any) in the	requirement of	Directors present	Directors present
previous quarter	relevant quarter	Quorum met
15-Apr-2019	16-Jul-2019	Yes	11	8
16-Apr-2019	17-Jul-2019	Yes	11	8
06-Jun-2019		Yes		5

Company Remarks

Maximum gap between any 39 two consecutive (in number of days)

1. Meeting of Committees

Name of the	Date(s) of	Date(s) of	Whether	Number of	Number of
Committee	meeting during	meeting of the	requirement	Directors	independent
	of the committee	committee in the	of Quorum	present	directors
	in the previous	relevant quarter	met (Yes/No)		present
	quarter
Audit Committee	16-Apr-2019		Yes	4	4
Audit Committee	06-Jun-2019		Yes	4	4
Audit Committee		17-Jul-2019	Yes	4	4
Nomination &	15-Apr-2019		Yes	3	3
Remuneration
Committee
Nomination &	06-Jun-2019		Yes	3	2
Remuneration
Committee
Nomination &		16-Jul-2019	Yes	3	3
Remuneration
Committee
Stakeholders	15-Apr-2019		Yes	3	2
Relationship
Committee
Stakeholders		16-Jul-2019	Yes	3	2
Relationship
Committee

Company Remarks

Maximum gap between any two consecutive (in number of days) [Only for Audit Committee]

Also acts as risk management committeeAlso acts as risk management committeeAlso acts as risk management committeeAlso Acts as CSR committeeAlso Acts as CSR committeeAlso Acts as CSR committee 40

v.	Related Party Transactions
	Subject	Compliance status	Remark
		(Yes/No/NA)
Whether prior approval of audit committee obtained	Yes

Whether shareholder approval obtained for material RPT	Yes
Whether details of RPT entered into pursuant to omnibus	Yes
approval have been reviewed by Audit Committee

Disclosure of notes on related party transactions and Disclosure of notes of material related party transactions

VI.	Affirmations
1.	The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure	requirements) Regulations, 2015. - Yes
2.	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure	requirements) Regulations, 2015

1. 1. Audit Committee - Yes
   2. Nomination & remuneration committee - Yes
   3. Stakeholders relationship committee - Yes
   4. Risk management committee (applicable to the top 100 listed entities) - Yes
2. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. - Yes
3. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.- Yes
4. a. This report and/or the report submitted in the previous quarter has been placed before Board of Directors. - Yes b. Any comments/observations/advice of Board of Directors may be mentioned here:

Name	:	M Sanaulla Khan
Designation	:	Company Secretary & Compliance Officer

		ANNEXURE III
Affirmations
Broad Heading	Regulation	Compliance	Company Remark
	Number	Status
Copy of the annual report	46(2)	Yes
including balance sheet, profit
and loss account, directors
report, corporate governance
report, business responsibility
report displayed on website
Presence of Chairperson of	18(1)(d)	Yes
Audit Committee at the Annual
General Meeting
Presence of Chairperson of	19(3)	Yes
the nomination and
remuneration committee at the
annual general meeting
Presence of Chairperson of	20(3)	Yes
the Stakeholder Relationship
committee at the annual
general meeting
Whether "Corporate	34(3) read with	Yes
Governance Report" disclosed	para C of
in Annual Report	Schedule V

Note:

Name	:	M Sanaulla khan
Designation	:	Company Secretary