Name: Priyanka Iyer Roll No.: 24 Sub.

: Business Ethics and Corporate Governance Topic: Wipro and its Governance

CORPORATE GOVERNANCE GUIDELINES OF WIPRO LIMITED A. INTRODUCTION Efficient corporate governance requires a clear understanding of the respective roles of the Board and of senior management and their relationships with others in the corporate structure. The relationships of the Board and management shall be characterized by sincerity; their relationships with employees shall be characterized by fairness; their relationships with the communities in which they operate shall be characterized by good citizenship; and their relationships with government shall be characterized by a commitment to compliance. Senior management, led by the Chairman and Managing Director, is responsible for running the day to day operations of the corporation and properly informing the Board of the status of such operations. Managements 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 Companys performance in an independent manner but would also provide assurance to the Directors in terms of their authority to oversee the Companys management. B. BOARD COMPOSITION B1. Selection and appointment of Chairman and Managing Director B2. Board of Directors Responsibilities B3. Size of the Board. B4. Mix of Executive and Non-Executive Independent Directors B5. Board definition of what constitutes Independent Directors

B6. Lead Independent Director B7. Board membership criteria B8. Proportion and Determination of Independent Directors B9. Selection of new Directors B10. Extending the Invitation to a Potential Director to join the Board B11. Tenure B12. Board Compensation B13. No specific limitation on other Board Service B14. New Director orientation B15. Continuing Director education C. BOARD MEETINGS C1. Scheduling and Selection of Agenda Items for Board meetings C2. Place of holding the Board meetings C3. Agenda for the Board meetings C4. Advance Distribution of Board Materials C5. Attendance at Board meetings C6. Fees and allowances for attending the Board meeting C7. Independent Meeting of the Non Executive Independent Directors C8. Board access to Senior Management and Independent Advisors C9. Materiality determination based on Facts and Circumstances C10. Strategic and Operating Plans C11. Minutes 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 D2. Audit/Risk and Compliance Committee meetings D3. Board Governance and Nomination Committee meetings D4. Compensation Committee meetings D5. Shareholders/ Investors Grievance and Administrative Committee D6. Assignment and Rotation of Committee members and Chairs D7. Frequency and length of meeting of the Committees of the Board and Agenda

E. MANAGEMENTS RESPONSIBILITIES Management is responsible for operating the Company in an effective, ethical and legal manner designed to produce value for the Companys shareholders consistent with the Companys policies and standards including this policy. Management is also responsible for enforcing and complying with mandatory provisions of the Companys policies and standards. Senior management is responsible for understanding the Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys transactions are properly authorized; the Companys assets are safeguarded against unauthorized or improper use; and the Companys 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 Companys 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 Companys management including its principal finance officers and Financial Disclosure Committee to allow timely decisions regarding required disclosure.

F. Miscellaneous 1. Resources The Board and Committees of the Board shall use reasonable amounts of time of the Companys 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 persons 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 Companys website and also shall be available in print to any shareholder requesting it. Such availability on the Companys website and in print will be noted in the Companys 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.