GROUP 5

Hrithik Singh (2011090)Nitish Jadav (2011092)

Paras Jain (2011093)Anurag Vinayak (2011095)

Kallol Kumar Sarkar (2011096)

"Best Corporate Governance, India, 2012” by World Finance magazine;

Ranked 3rd in “Best Overall for Corporate Governance, India, 2011" by Asiamoney Corporate Governance Poll 2011

IntroductionGlobal IT solutions company

Revenues over USD 400 million supported by 11,000 experts

40 Strategic partners of Fortune 500 companies

Values - collaborative spirit, unrelenting dedication & expert thinking

Registered in the state of Karnataka

Company PhilosophyMindtree minds are guided by CLASS values

CaringLearningAchievingSharingSociable responsible

Mindtree minds are expected to adhere to highest level of integrity

Abides by the principle of honesty, openness and doing what is right & fair

Corporate Governance

1. Act in the spirit of law, not just the letter of law

2. Do what is right and not what is convenient

3. Provide complete transparency in operations

4. Follow openness in communication to stakeholders

Corporate Governance Structure

Shareholders appoint the BOD, to conduct business with objectivity and ensure accountability to shareholders

BOD leads the management of the company with the help of different committees

Committees and executive management appointed by the BOD help in proper running of the business

Declarations Financial results are declared as follows :

June 30Sept 30Dec 31March 31

Dividend for 2011-12, was interim dividend 1.50 and spcl. dividend 1.00, i.e Rs. 2.50

The financial results are published in :Business Standards/Mint (national)Samyukhta Karnataka (regional)

Investor Grievance & Share Transfer

Investor grievance committee

Approval and transfer of shares are done by Company Secretary

Address of Share Transfer AgentLink Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (W), Mumbai 400 078, India

Registered OfficeGlobal Village, R VCE Post, Mysore Road, Bangalore 560 059, Karnataka, India.

Board of DirectorsMr. Krishnakumar Nataranjan- Founder, CEO, MDMr. Subroto Bagchi- Founder and EDMr. S. Janakiraman- Founder and EDMr. V.G. Sirddhartha- NED, Nominee DirectorDr. Albert Heronimus- INEDMr. George M. Scalise- INEDMr. Mark A . Raunacres- INEDMr. N. Vittal- INEDMr. R. Srinivasan- INEDProf. David B. Yoffie- INEDMr. Rajesh Subramaniam- NED, Nominee

DirectorProf. Pankaj Chandra- INED

Attendance in Board Meetings

Mr. Krishnakumar Nataranjan- 4/4Mr. Subroto Bagchi- 4/4Mr. S. Janakiraman- 4/4Mr. V.G. Sirddhartha- 4/4Dr. Albert Heronimus- 4/4Mr. George M. Scalise- 3/4Mr. Mark A . Raunacres- 3/4Mr. N. Vittal- 4/4Mr. R. Srinivasan- 4/4Prof. David B. Yoffie- 3/4Mr. Rajesh Subramaniam- 2/4Prof. Pankaj Chandra- 0/4

InformationDr. Albert, Mr. Srinivas and Mr.

Siddhartha will be retiring by rotation

Prof. Pankaj Chandra is appointed as additional director as per Sec 257 of Companies act 1956

As per sec 49, the company has adopted Whistle Blower Policy and proper mechanism too

Remunerations to BOD

Stock Options to Independent and NED

Committees

1. Audit Committee• Mr. N Vittal, Siddhartha, Albert, Srinivasan

2. Investor Grievance Committee• Mr. Bagchi, Albert, Janakiraman

3. Compensation Committee• Mr. Mark, Saddhartha, Srinivasan

4. Administrative Committee• Mr. Natarajan, Bagchi, Siddhartha

5. Strategic Initiative Committee• Mr. Natarajan, Albert, Srinivasan, siddhartha

6. Nomination and Corporate Governance Committee

• Dr. Albert, Mr. Siddhartha, Bagchi

Recommendations

The board must not rely on its auditors completely for financial accuracy

Internal audit must be strong enough

Board members must have basic knowledge of finance ( atleast majority )

BOD must increase their meetings from 4 to 8.

Thank You