Letter Template For Appointment of Independent Directors

Date:__________________________
Dear _____________
Re: Appointment to the Board of Directors as Independent Director

On behalf of Wipro Ltd (the Company), I am pleased to inform you that the
shareholders of the company have approved your appointment as an independent
director of the Companys Board of Directors (the Board) at the ______Annual
General Meeting of the Company held on _________ pursuant to the provisions of
the Companies Act, 2013 (the Act) and Clause 49 of the Listing Agreement. You
will act as a Chairman or Member of ______________________ Committee (s) as
determined by the Board. This letter of appointment is issued to formalize your
appointment as Independent Director with effect from July 23, 2014 and in
compliance with Schedule IV, Para IV(4) of the Act and Clause 49 of the Listing
Agreement.
1. Appointment
Your appointment as an Independent Director will be till _______, unless
prematurely concluded by mutual consent, or otherwise as provided hereinafter.
Your service on the Board will be in accordance with and is subject to the
Companys Memorandum and Articles of Association and applicable Company Law
provisions.
2. Time Commitment
Your time commitment would be for four Board meetings a year of two days each.
As of now, we hold all meetings at Bangalore. Calendar of dates for the Board and
Committee meetings as agreed with the Directors is attached as an Annexure, to
enable you to plan your travel for attending the meetings and you will be expected
to devote appropriate preparation time ahead of each meeting. If, for any reason,
Thisisatemplateandissubjecttomodifications.
RegisteredOffice:WiproLimited,Doddakannelli,SarjapurRoad,Bangalore560035,India|Tel:+918028440011
Fax:+918028440054|Website:www.wipro.com|Email:[email protected]|CINNo.L32102KA1945PLC020800
you cannot make it to a meeting, we will connect you via audio/ video conference
facility, as the case may be.
In addition to the above, depending on business exigencies, additional meetings

may be convened. In addition, you may be nominated to any of the other
Committees of the Board, from time to time.
While the Company would seek your convenience for availability before fixing
dates for such meetings, this will depend on the overall convenience of a majority
of directors.
Also, we will seek your guidance, suggestions and support, whenever we need your
help.
By accepting this appointment, including your nomination to the Committees of
the Board of the Company or its subsidiaries or joint ventures, you will make
available time that is necessary to discharge your duties and obligations and help
in the Companys superior governance.
In addition to your role as Director as per the Corporate Governance Guidelines of

the Company, you will also be required to enhance Companys Brand by leveraging
your networking skills to mobilize the resources needed for implementation of
strategy and assist with the positioning of companys image and brand.
3. Duties and role of Independent Directors
i.
ii.
iii.
You agree to observe, in letter and spirit, the duties, rights and role of
Independent Directors as stipulated in the relevant sections of the Act and
the Rules prescribed thereunder, Stock Exchange Listing Agreement and
NYSE Listing Standards, as amended from time to time. A note on
Directors duties and obligations pursuant to Schedule IV to the Act read
with Section 166 of the Act is attached as Annexure A, for your reference.
You will also comply with the duties prescribed under Section 166 of the Act
and will strive to avoid the occurrence of any events specified under Sections
164 and 167 of the Act regarding disqualifications and vacation of office.
In your role as Independent Director, you will be required to:
a. Constructively challenge and help develop proposals on strategy;

b. Scrutinize the performance of management in meeting pre agreed
goals and objectives and monitor the reporting of performance;
c. Satisfy yourself on the integrity of financial information and that
financial controls and systems of risk management are robust and
defensible;
d. Determine appropriate levels of remuneration of executive directors
and have a prime role in appointing and, where necessary, removing
executive directors and in succession planning;
e. Devote time to developing and refreshing your knowledge and skills;
f. Uphold high standards of integrity and probity and extend your
support in instilling the appropriate culture, values and behaviours in
the boardroom and beyond;
g. Take into account the views of shareholders and other stakeholders
where appropriate
4. Fees
You will be paid a commission of ____________ per annum. This commission
amount shall be payable in equal installments, on a quarterly basis, which will be
subject to an annual review by the Board. In addition, the Company will pay you
the following;
Rs. ______for attendance per board/committee meetings.
The Company will reimburse you for all reasonable expenses in connection with
your travel for attending the Board/Committee meetings as per Company Policy.
All payments are subject to appropriate applicable taxes.
5. Conflict of Interests
It is accepted and acknowledged that you may have business interests other than
those of the Company and will declare any conflicts that are apparent at present.
In the event that you become aware of any potential conflict of interest or, of not
meeting the requirements of an Independent Director, you are requested to
disclose the same to the Chairman of the Company (Chairman) and Company
Secretary as soon as you become aware of the same.
The Board of the Company has determined you to be independent in terms of

independence requirements as stipulated by the Act, Listing agreement with
Indian Stock Exchanges and the New York Stock Exchange (NYSE).
If circumstances change in any way which may affect your status as an

independent director, you must immediately disclose this to the Board.
6. Confidentiality
All information acquired during your appointment is confidential to the Company
and you are requested not to release any non-public information, either during
your appointment or following separation (by whatever means), to third parties
without prior clearance of the Chairman. However, a copy of this letter or, key
terms thereof, if required to be publicly disclosed, will not be considered as
confidential.
7. Insider Trading Rules

As a director of the Company, you will be considered an Officer and an Insider
under Insider Trading regulations. Any trade of Wipro stock/ADS by you and your
relatives will be subject to appropriate statutory disclosures and will require prior
approvals in accordance with the regulations.
8. Insurance
The Company has Directors & Officers liability insurance and it is intended to
maintain such cover for the full term of your appointment. The current indemnity
limit is US $ ______million and additional EPLI (Employee Practices Liability
Insurance) is US $ ____million. In this connection, the indemnification shall be
governed by the Act and the Articles of Association of the Company.
9. Notification of personal information
Under the provisions of the Act, Indian Stock Exchange Listing Requirements and
the NYSE Listing Standards, the Company is required to provide information
about its Directors to those stock exchanges. Filings concerning Directors must
also be made with various government authorities. You are requested to confirm
and provide such information as and when required including the following:
10.
Personal details such as your address, relatives names as defined

under the Act, date and place of birth, and nationality.
Details of other Board membership/ committees and shareholding in
other companies (exceeding 2%).
Details of shares of the Company held by you or your relatives from
time to time.
Signed letters in connection with appointment/ cessation as Director
of the Company to comply with various public filings.
Such other details that may be applicable from time to time as per
applicable laws.
Premature conclusion of term of appointment
Your existing term of appointment would stand terminated and concluded on the
occurrence of any of the following events:
a. Upon either party deciding to prematurely conclude the existing term of
appointment, the party deciding to so conclude the existing term of
appointment would serve a reasonable written notice on the other.
b. The Company may terminate your appointment subject to approval by the
shareholders, if you:
i.
ii.
iii.
Commit a material breach of your obligations under this letter or

Commit any serious or repeated breach or non-observance of your
obligations to the Company (which include an obligation not to breach
your duties to the Company, whether statutory, fiduciary or commonlaw); or
Are guilty of any fraud or dishonesty or acted in a manner which, in
the opinion of the Company, brings or is likely to bring you or the
Company into disrepute or is materially adverse to the interests of the
Company; or
c. In addition to the above, continuation of your contract of appointment is

also contingent on your satisfactory performance as an Independent
Director and any relevant statutory provisions relating to the removal or
disqualification of a director and subject to the performance evaluation by
the Board of Directors.
11.
Extension of Existing Term
Upon the expiry of your present term, and subject to your eligibility under the
relevant provisions of the Act, Rules, Listing Agreement and other applicable laws,
as prevailing from time to time and subject to annual performance evaluation, the
Board may, at its discretion, recommend to the shareholders a renewal of your
existing term for such period as it may deem fit and proper, in the interest of the
Company.
12.
Rights of Third Parties
No person other than you and the Company shall have any rights under this letter
and the terms of this letter shall not be enforceable by any person other than you
and the Company.
This letter constitutes the entire terms and conditions of your appointment and no
waiver or modification thereof shall be valid unless it is in writing and signed by
the parties hereto.
Kindly also visit our website http://www.wipro.com/corporate/investors for any
further information.
We look forward to your continued presence on the Board and your continued
participation at the meetings of the Board and Committee(s). Please feel free to
contact me at phone number +91-80-__________ or the Company Secretary on +9180-_______ or +91-80-__________ (email id :________) if you have any queries in
relation to the above.
This letter is in duplicate and is in continuation of all the earlier agreements

entered into on the subject unless modified later. Please sign both copies and
return one copy to us and retain one copy of this letter for your records.
Chairman, Wipro Ltd.
I confirm and agree to the terms of my appointment as an Independent Director of

Wipro Limited as set out in this letter.
Name of the Director:

Signature:
Date:
Place:
Enclosure:
Annexure A and B: Note on Directors duties and obligations to the Board
including Code of Conduct for Independent Directors (Schedule IV of the
Companies Act, 2013)
Annexure C: Calendar of dates for Committee, Board and Annual General

Meetings as finalized in consultation with Directors and circulated on March 11,
2014.
Annexure A- Note on Directors duties and obligations to the Board including

Code of Conduct for Independent Directors (Schedule IV of the Companies Act,
2013)
Note on Directors duties and obligations to Board

While the previous Company law under Companies Act, 1956 did not have any
explicit clause about the duties of Directors, the new law -Companies Act, 2013
has explicitly codified duties and obligations of the Directors. The Act also provides
safeguards to independent directors. This note captures those duties, rights and
safeguards.
1. Duties of Directors in general- Section 166

This section lists down the duties of Directors as follows-
(1) shall act in accordance with the articles of the company.
(2) shall act in good faith in order to promote the objects of the company for the
benefit of its members as a whole, and in the best interests of the company, its
employees, the shareholders, the community and for the protection of
environment.
(3) shall exercise his duties with due and reasonable care, skill and diligence and
shall exercise independent judgment.
(4) shall not involve in a situation in which he may have a direct or indirect
interest that conflicts, or possibly may conflict, with the interest of the company.
(5) shall not achieve or attempt to achieve any undue gain or advantage either to
himself or to his relatives, partners, or associates and if such director is found
guilty of making any undue gain, he shall be liable to pay an amount equal to that
gain to the company.
(6) shall not assign his office and any assignment so made shall be void.
2. Duties, rights and roles of Independent Directors

In addition to above as per section 149(8), independent directors shall comply with
a code of conduct which prescribes the professional conduct, roles and functions
and duties of independent directors as per Schedule IV to Companies Act, 2013
which are summarised below.
a. Guidelines for professional conduct
Independent director is expected to act with ethics and integrity; to act
objectively; to act in the bonafide interests of the company and to not put
themselves in situation of conflicts of interest.
b. Roles and functions
Independent Director shall bring independent judgement on issues like
strategy, performance, risk management etc; review managements
performance against the goals and objectives, satisfying themselves about
integrity of financial information, safeguarding interest of all stakeholders
and manage situations of conflicts and determine appropriate remuneration
for Key Managerial Personnel and senior Management.
c. Duties and Rights
Duties- To update skills and knowledge about the company; attend Board/
committee/ shareholder meetings; Seek professional advise and opinion of
outside experts, strive to attend Board/ Committee/ shareholder meetings
and not to disclose confidential or price sensitive information about the
Company etc
Rights- insisting on addressing of their concerns and recording of their
concerns which are not resolved in the minutes of meetings; ensuring that
related party transactions are adequately debated before approval and that
they are in the interest of the company, ensuring that company has
adequate and functional whistle blower mechanism, reporting unethical

concerns or violation of code of conduct etc;
For your reference full Schedule IV is enclosed as Annexure B at the end of
this note.
3. Other specific responsibilities of the Board

Board shall be collectively responsible for the following matters.
a. All powers which the company can exercise can be exercised by the
Board also except for specific powers which need shareholders approval.
(Section 179, 180)
b. Matters like issue of securities, making investments, giving loans,
borrowings, approving financial statements, Approving Board report to
shareholders, decisions about hive off of business, mergers, acquisitions,
etc (Section 179)
c. Boards report to shareholders to contain various confirmations (Section
134) as follows which Board is expected to approve
i.
Review of Companys policy on directors appointment and
remuneration, qualifications, independence of directors
ii.
Audit report and qualifications/ reservation of auditors, if any
iii.
Related party transactions
iv.
Risk Management policies
v.
Policy on corporate social responsibility
vi.
Formal evaluation of the Board, committees and of individual
directors
vii.
Directors Responsibility statements containing confirmation about
adherence to Accounting Standards, Accounting policies, laying
Internal Financial Controls, devising proper systems to ensure
Compliance with applicable laws.
4. Confirmation from Management and safeguards

While many of the above requirements are currently complied with under clause
49 of the listing agreement with Indian Stock exchanges and under Sarbanes
Oxley Act with respect to our SEC filings, some of the new requirements under
this Act are proposed to be addressed through strengthening of processes, internal
audit, confirmation from respective business units/ process owners and wherever
required, through validation of external experts on specific issues like related
party transactions, compliance with laws etc. these steps will further help and
assist the Directors to exercise their judgements and help in making informed
decisions.
Management will strive to provide additional safeguards by making available all
material and timely information for the Board to make informed decisions from
time to time on all the above issues of Boards responsibilities.
In addition, all independent directors get immunity from any allegation of omission
or commission except where it has occurred with the knowledge of the Director
attributable to Board processes, or with his or her consent or connivance or where
the Director had not acted diligently. Directors have a right to specify reasons for
their resignations and public disclosure will be required for such reasons.
Independent directors are also not subject to retirement by rotation.
Indemnification policies of the Company read with articles of association and
Directors and Officers insurance policy also provide the extra layer of comfort and
protection to all directors for any potential claim being made on them for
allegation of breach of duty etc.
Annexure B
Schedule IV- Code of conduct for independent directors
The Code is a guide to professional conduct for independent directors. Adherence
to these standards by independent directors and fulfilment of their responsibilities
in a professional and faithful manner will promote confidence of the investment
community, particularly minority shareholders, regulators and companies in the
institution of independent directors.
I. Guidelines of professional conduct:

An independent director shall:
(1) uphold ethical standards of integrity and probity;
(2) act objectively and constructively while exercising his duties;
(3) exercise his responsibilities in a bona fide manner in the interest of the
company;
(4) devote sufficient time and attention to his professional obligations for
informed and balanced decision making;
(5) not allow any extraneous considerations that will vitiate his exercise of
objective independent judgment in the paramount interest of the company
as a whole, while concurring in or dissenting from the collective judgment of
the Board in its decision making;
(6) not abuse his position to the detriment of the company or its
shareholders or for the purpose of gaining direct or indirect personal
advantage or advantage for any associated person;
(7) refrain from any action that would lead to loss of his independence;
(8) where circumstances arise which make an independent director lose his
independence, the independent director must immediately inform the Board
accordingly;
(9) assist the company in implementing the best corporate governance
practices.
II. Role and functions:
The independent directors shall:

(1) help in bringing an independent judgment to bear on the Boards deliberations
especially on issues of strategy, performance, risk management, resources, key
appointments and standards of conduct;
(2) bring an objective view in the evaluation of the performance of board and
management;
(3) scrutinise the performance of management in meeting agreed goals and

objectives and monitor the reporting of performance;
(4) satisfy themselves on the integrity of financial information and that financial
controls and the systems of risk management are robust and defensible;
(5) safeguard the interests of all stakeholders, particularly the minority

shareholders;
(6) Balance the conflicting interest of the stakeholders;

(7) determine appropriate levels of remuneration of executive directors, key
managerial personnel and senior management and have a prime role in appointing
and where necessary recommend removal of executive directors, key managerial
personnel and senior management;
(8) moderate and arbitrate in the interest of the company as a whole, in situations
of conflict between management and shareholders interest.
III. Duties :
The independent directors shall
(1) undertake appropriate induction and regularly update and refresh their skills,
knowledge and familiarity with the company;
(2) seek appropriate clarification or amplification of information and, where

necessary, take and follow appropriate professional advice and opinion of outside
experts at the expense of the company;
(3) strive to attend all meetings of the Board of Directors and of the Board
committees of which he is a member;
(4) participate constructively and actively in the committees of the Board in which
they are chairpersons or members;
(5) strive to attend the general meetings of the company;
(6) where they have concerns about the running of the company or a proposed
action, ensure that these are addressed by the Board and, to the extent that they
are not resolved, insist that their concerns are recorded in the minutes of the
Board meeting;
(7) keep themselves well informed about the company and the external
environment in which it operates;
(8) not to unfairly obstruct the functioning of an otherwise proper Board or

committee of the Board;
(9) pay sufficient attention and ensure that adequate deliberations are held before
approving related party transactions and assure themselves that the same are in
the interest of the company;
(10) ascertain and ensure that the company has an adequate and functional vigil
mechanism and to ensure that the interests of a person who uses such
mechanism are not prejudicially affected on account of such use;
(11) report concerns about unethical behaviour, actual or suspected fraud or

violation of the companys code of conduct or ethics policy;
(12) acting within his authority, assist in protecting the legitimate interests of the
company, shareholders and its employees;
(13) not disclose confidential information, including commercial secrets,

technologies, advertising and sales promotion plans, unpublished price sensitive
information, unless such disclosure is expressly approved by the Board or
required by law.
IV. Manner of appointment:
(1) Appointment process of independent directors shall be independent of the

company management; while selecting independent directors the Board shall
ensure that there is appropriate balance of skills, experience and knowledge in the
Board so as to enable the Board to discharge its functions and duties effectively.
(2) The appointment of independent director(s) of the company shall be approved

at the meeting of the shareholders.
(3) The explanatory statement attached to the notice of the meeting for approving
the appointment of independent director shall include a statement that in the
opinion of the Board, the independent director proposed to be appointed fulfils the
conditions specified in the Act and the rules made thereunder and that the
proposed director is independent of the management.
(4) The appointment of independent directors shall be formalised through a letter
of appointment, which shall set out :
(a) the term of appointment;

(b) the expectation of the Board from the appointed director; the Board-level
committee(s) in which the director is expected to serve and its tasks;
(c) the fiduciary duties that come with such an appointment along with
accompanying liabilities;
(d) provision for Directors and Officers (D and O) insurance, if any;
(e) the Code of Business Ethics that the company expects its directors and
employees to follow;
(f) the list of actions that a director should not do while functioning as such
in the company; and
(g) the remuneration, mentioning periodic fees, reimbursement of expenses
for participation in the Boards and other meetings and profit related
commission, if any.
(5) The terms and conditions of appointment of independent directors shall be
open for inspection at the registered office of the company by any member during
normal business hours.
(6) The terms and conditions of appointment of independent directors shall also be
posted on the companys website.
V. Re-appointment:
The re-appointment of independent director shall be on the basis of report of
performance evaluation.
VI. Resignation or removal:

(1) The resignation or removal of an independent director shall be in the same
manner as is provided in sections 168 and 169 of the Act.
(2) An independent director who resigns or is removed from the Board of the
company shall be replaced by a new independent director within a period of not
more than one hundred and eighty days from the date of such resignation or
removal, as the case may be.
(3) Where the company fulfils the requirement of independent directors in its
Board even without filling the vacancy created by such resignation or removal, as
the case may be, the requirement of replacement by a new independent director
shall not apply.
VII. Separate meetings:
(1) The independent directors of the company shall hold at least one meeting in a
year, without the attendance of non-independent directors and members of
management;
(2) All the independent directors of the company shall strive to be present at such
meeting;
(3) The meeting shall:
(a) review the performance of non-independent directors and the Board as a
whole;
(b) review the performance of the Chairperson of the company, taking into
account the views of executive directors and non-executive directors;
(c) assess the quality, quantity and timeliness of flow of information between
the company management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.
VIII. Evaluation mechanism:
(1) The performance evaluation of independent directors shall be done by the

entire Board of Directors, excluding the director being evaluated.
(2) On the basis of the report of performance evaluation, it shall be determined
whether to extend or continue the term of appointment of the independent
director.

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Date:__________________________

Re: Appointment to the Board of Directors as Independent Director

In addition to the above, depending on business exigencies, additional meetings

In addition to your role as Director as per the Corporate Governance Guidelines of

3. Duties and role of Independent Directors

a. Constructively challenge and help develop proposals on strategy;

Rs. ______for attendance per board/committee meetings.

The Board of the Company has determined you to be independent in terms of

If circumstances change in any way which may affect your status as an

7. Insider Trading Rules

9. Notification of personal information

Personal details such as your address, relatives names as defined

Commit a material breach of your obligations under this letter or

c. In addition to the above, continuation of your contract of appointment is

Extension of Existing Term

Rights of Third Parties

This letter is in duplicate and is in continuation of all the earlier agreements

Chairman, Wipro Ltd.

I confirm and agree to the terms of my appointment as an Independent Director of

Name of the Director:

Annexure C: Calendar of dates for Committee, Board and Annual General

Annexure A- Note on Directors duties and obligations to the Board including

Note on Directors duties and obligations to Board

1. Duties of Directors in general- Section 166

(1) shall act in accordance with the articles of the company.

2. Duties, rights and roles of Independent Directors

adequate and functional whistle blower mechanism, reporting unethical

3. Other specific responsibilities of the Board

4. Confirmation from Management and safeguards

I. Guidelines of professional conduct:

II. Role and functions:

The independent directors shall:

(3) scrutinise the performance of management in meeting agreed goals and

(5) safeguard the interests of all stakeholders, particularly the minority

(6) Balance the conflicting interest of the stakeholders;

The independent directors shall

(2) seek appropriate clarification or amplification of information and, where

(5) strive to attend the general meetings of the company;

(8) not to unfairly obstruct the functioning of an otherwise proper Board or

(11) report concerns about unethical behaviour, actual or suspected fraud or

(13) not disclose confidential information, including commercial secrets,

(1) Appointment process of independent directors shall be independent of the

(2) The appointment of independent director(s) of the company shall be approved

(a) the term of appointment;

VI. Resignation or removal:

VIII. Evaluation mechanism:

(1) The performance evaluation of independent directors shall be done by the

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