Third tier: Governance by the Sub-Committees of the Board

Board Committees

The Board has constituted the following Committees and has assigned their terms of reference. The Chairman of each Committee along with the other Members of the Committee and if required other Members of the Board, decide the agenda, frequency and the duration of each meeting of that Committee. Currently, the Board has six Committees:

  • Audit Committee:
  • Investor Grievances Committee:
  • Compensation Committee:
  • Administrative Committee:
  • Strategic Initiatives Committee: &
  • Nomination & Corporate Governance Committee

Audit Committee

The Audit Committee was constituted in terms of Section 292A of the Companies Act, 1956 and as per the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges.

The Audit Committee reports to the Board and is primarily responsible for:

  • Appointment and changes to the Statutory Auditors and Internal Auditors;
  • Assess the independence and objectivity of the Auditors and to ensure that the nature and amount of non-audit work does not impair the Auditor's independence and objectivity;
  • Fix the remuneration of the Statutory and Internal Auditors;
  • Review of the reports of the Statutory Auditors and Internal Auditors;
  • Review critical accounting policies and any changes to such policies;
  • Review of the quarterly and annual financial statements of the Company before they are presented to the Board;
  • Review and approve any transactions with related parties;
  • Review and assess the effectiveness of systems for internal financial control, financial reporting and risk management and compliance controls with Management and Auditors;
  • Review any material breaches of compliance against regulations applicable to the Company;
  • Review any concerns raised by Mindtree Minds or others about possible improprieties in financial reporting, including Management override of internal controls and financial irregularities involving Management Team Members; and
  • Any other matter referred to the Audit Committee by the Board of the Company.

Audit Committee Meeting and Attendance

The Audit Committee has met four times during the year on April 16, 2012, July 15, 2012, October 16, 2012 and January 17 & 18, 2013. Members of Audit Committee and details of the attendance of Directors are given below:

Audit committee

The Company Secretary acts as Secretary of the Committee.

Investor Grievances Committee

The Investor Grievances Committee is responsible for:

Investor relations and redressal of Shareholders' grievances in general and relating to non-receipt of dividends, interest, non-receipt of balance sheet; and

Such other matters as may, from time to time, be required by any statutory, contractual or other regulatory requirements to be attended to by such Committee.

The Investor Grievances Committee consists of the following:

Dr. Albert Hieronimus, Chairman, Independent Director

Mr. S. Janakiraman, Member, Executive Director

Mr. Rajesh Srichand Narang, Vice President - Legal & Company Secretary acts as the Compliance Officer and Secretary to the Committee.

The Investor Grievances Committee met on April 16, 2012 and October 16, 2012. All the Members of the Committee were present in all the meetings.

Details of complaints/requests etc, received and resolved for the year ended March 31, 2013 are as below:

Details of complaints

Compensation / Remuneration Committee

The Compensation Committee is responsible to:

  • Assist the Board in ensuring that affordable, fair and effective compensation philosophy and policies are implemented;
  • Approve and make recommendations to the Board in respect of salary structure and actual compensation (inclusive of performance based incentives and benefits) of the Executive Directors, including the Chief Executive Officer;
  • Review and approve the compensation and ESOP/ESPS grant to Senior Executives, needing approval from the Board;
  • Review and approve the overall budgetary increment proposals for annual increase of compensation and benefits for the employees;
  • Review and approve the change in terms and conditions of the ESOP/ESPS; and
  • Review and approve any disclosures in the annual report or elsewhere in respect of compensation policies or Directors' compensation.

The Compensation Committee comprised of the following:

  • Prof. David B. Yoffie, Chairman, Independent Director
  • Mr. Siddhartha V.G, Member, Non-Executive Director
  • Mr. R. Srinivasan, Member, Independent Director

The Compensation Committee met twice on April 16, 2012 and October 16, 2012 during the year. All the Members of the Committee were present in all the meetings.

Administrative Committee

The Board has constituted an Administrative Committee. The purpose of the Administrative Committee is to authorize and manage the day-to-day business transactions, which would then be ratified by the Board. The Administrative Committee consists of:

  • Mr. Krishnakumar Natarajan, Chairman, CEO & MD
  • Mr. Subroto Bagchi, Member, Executive Chairman
  • Mr. S. Janakiraman, Member, Executive Director
  • Mr. V. G. Siddhartha , Member, Non-Executive Director

This Committee meets as and when there is a need to carry out any urgent business transactions, which would need the approval of the Board.

Strategic Initiatives Committee

The Board had constituted a Strategic Initiatives Committee on January 22, 2008 to handle any merger and acquisition opportunities for the Company and other key strategic activities.

Strategic Initiatives Committee is responsible for:

  • Approval for entry into new business areas;
  • Approval for setting up new delivery centres outside India;
  • Investment in the equity or warrants of any other company, other than routine investments in mutual funds or bank deposits or the like;
  • Approval for any merger or acquisition opportunities, including any funding arrangements entered into by the Company for such activities; and
  • Any other matter that may be entrusted to the Committee by the Board.

The Members of this Committee are:

  • Mr. Krishnakumar Natarajan, Chairman, CEO & MD
  • Dr. Albert Hieronimus, Member, Independent Director
  • Prof. David B. Yoffie, Member, Independent Director
  • Mr. V. G. Siddhartha, Member, Non-Executive Director

The frequency, notice, agenda, duration, etc., for meetings of the Strategic Initiatives Committee shall be set by the Chairman of the Committee.

Nomination & Corporate Governance Committee

The Board had constituted this Committee to:

  • Identify potential candidates to become Board members.
  • Recommending nominees to various Committees of the Board.
  • Recommending remuneration for Non-Executive/Independent Directors.
  • Ensuring that appropriate procedures are in place to assess Board's effectiveness.
  • Developing an annual evaluation process of the Board and its Committees.

The Members of the Committee are:

  • Dr. Albert Hieronimus, Chairman, Independent Director
  • Mr. V.G. Siddhartha, Member, Non-Executive Director
  • Mr. Subroto Bagchi, Member, Executive Chairman

The frequency, agenda, duration, etc., are as set by the Chairman of the Committee

Market Price Data

The equity shares of the Company were listed in the Stock Exchanges for FY 2012-13. High, low and number of shares traded during each month during the financial year 2012-2013 on the National Stock Exchange of India Limited and the Bombay Stock Exchange Limited are as mentioned below:

Market

Governance by the Management

Management Discussion and Analysis

As required by Clause 49 of the Listing Agreement, the Management Discussion and Analysis is provided elsewhere in the annual report.

CEO/CFO Certification

As required by Clause 49 of the Listing Agreement, the CEO/CFO Certification is provided elsewhere in the annual report.

Compliance of Insider Trading Norms

The Company has adopted the code of internal procedures and conduct for listed companies notified by the SEBI prohibiting insider trading.

Share Transfer System

Shares lodged for physical transfer are registered within a period of 15 days, if the documents are clear and complete in all respects. The shares duly transferred would be dispatched to the Shareholders upon approval of transfers. Adequate care is taken to ensure that, no transfers are pending for more than a fortnight. As bulk of the Company's shares are currently traded in dematerialized form, the transfers are processed and approved in the electronic form by NSDL / CDSL through their depository participants. Link Intime India Private Limited is the common Share Transfer Agent for both physical and dematerialised mode.

Auditor's Certificate on Corporate Governance

As required by Clause 49 of the Listing Agreement, the Auditor's Certificate is obtained and provided as an annexure to the Corporate Governance Report in the annual report.

Mindtree’s Share Price Movement Compared to CNX Nifty and BSE Sensex

BSE Sensex & Mindtree Share Price

BSE Sensex

Nifty & Mindtree Share Price

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