What is Coporate

Corporate governanceis the set

ofprocesses,customs,policies,laws, andinstitutionsaffecting
Governance?
the way acorporation(orcompany) is directed, administered
or controlled.
Corporategovernancealso includes the relationships among
the manystakeholdersinvolved and the goals for which the
corporation is governed.
The principal stakeholders are theshareholders, theboard of
directors,employees, customers,creditors, suppliers, and the
community at large.
It is a system of structuring, operating and controlling a
company with a view to achieve long term strategic goals to
satisfy shareholders, creditors, employees, customers and
suppliers, and complying with the legal and regulatory
requirements, apart from meeting environmental and local
community needs.
The definition is drawn from the Gandhian principle of
trusteeship and the Directive Principles of the Indian
Constitution.
Corporate Governance is viewed asbusiness ethicsand a
moral duty.

Principles of corporate
governance

Rights and equitable treatment of

shareholders
Interests of other stakeholders
Role and responsibilities of the board
Integrity and ethical behaviour
Disclosure and transparency

SBI
State Bank of Indiais the largeststate-ownedbankingandfinancial

servicescompany inIndia, by almost every parameter - revenues,

profits, assets,market capitalization, etc.
The bank traces its ancestry toBritish India, through theImperial Bank
of India, to the founding in 1806 of theBank of Calcutta, making it the
oldest commercial bank in theIndian Subcontinent.
TheGovernment of India nationalized the Imperial Bank of India in
1955, with theReserve Bank of Indiataking a 60% stake, and renamed
it the State Bank of India.
The State Bank Group, with over 16,000 branches, has the largest
banking branch network in India..
The State bank of India is the 10th most reputed company in the world
according toForbes
SBI's still surviving associate banks are: State Bank of Bikaner & Jaipur
State Bank of Hyderabad State Bank of Mysore State Bank of Patiala
State Bank of Travancore
SBI has 21000 ATMs. SBI has 26500 branches, inclusive of branches
that belong to its Associate banks. SBI alone has 13076 Branches
(including the branches ofState Bank of Indore), as on 26 August 2010

The Bank's Philosophy on Code of

Governance

State Bank of India is committed to the best practices in the area of corporate
governance, in letter and in spirit.
The Bank believes that good corporate governance is much more than
complying with legal and regulatory requirements.
Good governance facilitates effective management and control of business,
enables the Bank to maintain a high level of business ethics and to optimize the
value for all its stakeholders.
The objectives can be summarized as: To enhance shareholder value. To
protect the interests of shareholders and other stakeholders including
customers, employees and society at large. To ensure transparency and
integrity in communication and to make available full, accurate and clear
information to all concerned. To ensure accountability for performance and to
achieve excellence at all levels. To provide corporate leadership of highest
standard for others to emulate.
The role of the Chairman and the Board of Directors are also guided by the SBI
Act, 1955, with all relevant amendments. Ensuring that a senior executive is
made responsible in respect of compliance issues with all applicable statutes,
regulations and other procedures, policies as laid down by the GoI/ RBI and
other regulators and the Board, and report deviation, if any.
The Bank has complied with the provisions of Corporate Governance as per
Clause 49 of the Listing Agreement with the Stock Exchange except where the
provisions of Clause 49 are not in conformity with SBI Act, 1955 and the
directives issued by RBI/ GoI.

Composition of the Board

State Bank of India was formed in 1955 by an Act of the Parliament, i.e., The State Bank of India Act, 1955

(Act).
A Central Board of Directors was constituted according to the Act.
The Board is headed by the Chairman, appointed under section 19(a) of SBI Act; two Managing Directors are

also appointed members of the Board under section 19(b) of SBI Act.
The Chairman and Managing Directors are whole time Directors. As on 31st March 2010, there were 10 other

directors on the Board including eminent personalities from academics.

These included representatives of shareholders, nominee officials of Government of India and Reserve Bank
of India and directors nominated by the Government of India under Section 19(d) of the State Bank of India
Act, 1955. Apart from the whole time Directors comprising Chairman and two Managing Directors,
the composition of the Board as on the 31st March 2010, was as under: four directors, elected by the
shareholders under Section 19(c), four directors, nominated by the Central Government under Section
19(d), one director, nominated by the Central Government under Section 19(e), and one director,
nominated by the Reserve Bank of India under Section 19(f). The composition of the Board complies with
provisions laid down in Clause 49.
Central Board of Directors (As on 14th May 2010)
Chairman
Shri O. P. Bhatt
Managing Directors
Shri S. K. Bhattacharyya Shri R. Sridharan
Directors elected under Section 19(c) of SBI Act
Dr. Ashok Jhunjhunwala Shri Dileep C. Choksi Shri S. Venkatachalam Shri D. Sundaram Term: 3
years and eligible for re-election for further period of 3 years Maximum tenure: 6 years continuously
Directors under Section 19(d) of SBI Act
Dr. Deva Nand Balodhi Prof. Md. Salahuddin Ansari Dr. (Mrs.) Vasantha Bharucha Dr. Rajiv
Kumar Term: 3 years or till the Successor is appointed and eligible for re-appointment / re-nomination
Maximum tenure: 6 years continuously
Director under Section 19(e) of SBI Act
Shri Ashok Chawla
Director under Section 19(f) of SBI Act
Smt. Shyamala Gopinath

Committees
(1) Executive Committee,
(2) Audit Committee,
(3) Risk Management Committee,
(4) Shareholders'/Investors' Grievance

Committee,
(5) Special Committee for Monitoring of Large
Value Frauds (Rs.1 crore and above),
(6) Customer Service Committee,
(7) Technology Committee
(8) Remuneration Committee

Meetings of the Central Board and its Committees

The Bank's Central Board meets a minimum of six times

a year.
During the year 2009-10, ten Central Board Meetings
were held.

Executive Committee of the Central Board

The Executive Committee of the Central Board (ECCB)

is constituted in terms

of Section 30 of the SBI Act, 1955.

ECCB consists of the Chairman, the Managing Directors, the Director
nominated under Section 19(f) of the SBI Act (Reserve Bank of India
nominee), and all or any of the other Directors.
The ECCB meetings are held once every week. The details of attendance of
ECCB

The Audit Committee

of the Board (ACB) was
27th July 1994 and last reAudit
ofconstituted
the onBoard
constituted Committee
on the 9th May 2009.

The ACB functions as per

RBI guidelines and complies with the provisions of Clause 49

of the Listing Agreement to the extent that they do not violate the directives/guidelines
issued by RBI.
Functions of ACB
(a) ACB provides direction as also oversees the operation of the total audit function in
the Bank. Total audit function implies the organization, operationalisation and quality
control of internal audit and inspection within the Bank, and follow-up on the
statutory/external audit of the Bank and inspection by RBI.
(b) ACB reviews the internal inspection/audit functions in the Bank - the system, its
quality and effectiveness in terms of follow-up. It reviews the inspection reports of
specialized and extra-large branches and all branches with unsatisfactory ratings. It
also, especially, focuses on the follow-up of: Inter-branch adjustment accounts
Unreconciled long outstanding entries in inter-bank accounts and nostro/vostro
accounts Arrears in balancing of books at various branches Frauds All other
major areas of housekeeping
(c) It obtains and reviews half-yearly reports from the Compliance Department in the
Bank.
(d) ACB follows up on all the issues raised in the Long Form Audit Reports of the
Statutory Auditors. It interacts with the external auditors before the finalisation of the
annual/half-yearly/ quarterly financial accounts and reports. A formal 'Audit Charter' or
'Terms of Reference' laid down by the Central Board, incorporating the requirements
under Clause-49 in addition to those under RBI guidelines, is in place.
Composition & Attendance during 2009-10 The ACB has seven members of the
Board of Directors, including two whole time Directors, two official Directors (nominees
of GoI and RBI), and three non-official, non-executive Directors. Meetings of the ACB
are chaired by a non-executive Director. The constitution and quorum requirements, as
per RBI guidelines, are complied with meticulously. During the year, eight meetings of
ACB were held to review the various matters connected with the internal control,
systems and procedures and other aspects as required in terms of RBI guidelines

The Risk Management Committee of the Board

(RMCB) was constituted on the 23rd March 2004,

to oversee the policy and strategy for
Riskintegrated
Management
Committeerelating
of the to
Board
risk management
credit
risk, market risk and operational risk.
The Committee was last reconstituted on the 9th
May 2009 with six members.
The Managing Director & Chief Credit and Risk
Officer is the Chairman of the Committee.
RMCB meets a minimum of four times a year,
once in each quarter. During 2009-10, four
meetings of the RMCB were held.

Shareholders'/Investors' Grievance Committee of

the Board
pursuance of Clause 49 of the Listing Agreement with the Stock Exchange,
In
Shareholders'/Investors' Grievance Committee of the Board (SIGCB) was formed on

the 30th January 2001, to look into the redressal of shareholders' and investors'
complaints regarding transfer of shares, non-receipt of annual report, non-receipt of
interest on bonds/declared dividends, etc.
Number of shareholders complaints received so far (during the year): 274
Number of complaints not solved to the satisfaction of shareholders: NIL
Number of Pending Complaints: NIL
Name and designation of Compliance officer : Shri Shyamal Sinha, General
Manager (Compliance)

Special Committee of the Board for Monitoring of

Large
(Rs.1
crore and
TheValue
SpecialFrauds
Committee
for monitoring
of above)
Large Value Frauds
(Rs.1 crore and above) was constituted on the 29th March
2004.
The major functions of The Committee was last reconstituted
on the 9th May 2009 with five members and is chaired by a
non-executive Director.
The Committee met four times during 2009-10 and reviewed
the position of complaints the Committee are to monitor and
review all large value frauds with a view to identifying
systemic lacunae, if any, reasons for delay in detection and
reporting, if any, monitoring progress of CBI/ Police
investigation, recovery position, ensuring that staff
accountability exercise is completed quickly, reviewing the
efficacy of remedial action taken to prevent recurrence of
frauds and putting in place suitable preventive measures.
The Committee was last reconstituted on the 9th May 2009
with seven members.
The Managing Director & Chief Credit and Risk Officer is the
Chairman of the Committee. The Committee met four times
during 2009-10.

Customer Service Committee of the Board

The Customer Service Committee of the

Board was constituted on the 26th August

2004, to bring about ongoing improvements
on a continuous basis in the quality of
customer service provided by the Bank.
The Committee was last reconstituted on the
9th May 2009 with six members.
The Managing Director & Chief Credit and Risk
Officer is the Chairman of the Committee.
During the year 2009-10, four meetings of the
Committee were held.

Technology Committee of the Board

The Technology Committee of the Board was constituted on 26th

August 2004, for tracking the progress of the Banks IT initiatives.

The Committee was last reconstituted on the 9th May 2009 with
six members and is chaired by a non-executive Director.
The Committee met seven times during 2009-10.

Remuneration Committee of the Board

The Remuneration Committee was constituted on

22nd March 2007, for evaluating the performance

of Whole Time Directors of the Bank in connection
with the payment of incentives, as per the scheme
advised by Government of India in March 2007.
The Committee was last reconstituted on 9th May
2009.
The Committee has four members consisting of (i)
the Government Nominee Director, (ii) the RBI
Nominee Director and (iii) two other Directors - Dr
Ashok Jhunjhunwala and Shri S. Venkatachalam.
The Committee scrutinized and recommended
payment of incentives to whole time Directors for
the year ended 31.03.2009.

Attendance of the Annual General Meeting

The Annual General Meeting for the year 2008-09, held on the 19th

June 2009, was attended by

9 directors, viz., Shri O.P. Bhatt, Shri
S.K. Bhattacharyya, Shri R, Sridharan, Dr. Ashok Jhunjhunwala, Dr.
Deva Nand Balodhi, Dr. (Mrs.) Vasantha Bharucha, Shri Dileep C.
Choksi, Shri D. Sundaram and Shri S. Venkatachalam.
Annual General Meetings
The Annual General Meeting of the shareholders of the Bank for
2008-09 was held on the 19th June 2009, for 2007-08 on the 11th
June 2008, for 2006-07 on the 25th June 2007, for 2005-06 on the
30th June 2006, for 2004-05 on the 30th June 2005 and for 2003-04
on the 9th July 2004.
All these meetings were held at Mumbai.
Sitting Fees The remuneration of the whole-time Directors and
the sitting fees paid to the non-executive Directors for attending
the meetings of the Board / Committees of the Board are as
prescribed by GoI from time to time. The Directors are given a
sitting fee of Rs.5,000/- for attending every Central Board meeting
and Rs.2,500/- for attending a meeting of a Board-level Committee.
Sitting fees are, however, not paid to the Chairman and Managing
Directors of the Bank and GoI Nominee / RBI Nominee Directors.

Disclosure
The Bank has not entered into any materially significant related party

transactions with its Promoters, Directors, or Management, their subsidiaries or

relatives, etc., that may have potential conflict with the interests of the Bank at
large.
The Bank has complied with applicable rules and regulations prescribed by stock
exchanges, SEBI, RBI or any other statutory authority relating to the capital
markets during the last three years. No penalties or strictures have been imposed
by them on the Bank. Vigilance guidelines of the Bank are in place, which provide
that the Banks staff may have direct access to the Banks Chief Vigilance Officer.
The guidelines also protect any staff acting as the informer from any punitive
action for being a whistleblower. The Bank has complied in all respects with the
requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, to
the extent that the requirements of the Clause do not violate the provisions of
State Bank of India Act 1955, the Rules and Regulations made there under, and
guidelines or directives issued by the Reserve Bank of India.
Mandatory requirements of Clause 49 as to the composition of the Board of
Directors, composition and quorum of the Audit Committee, Non-executive
directors compensation, the appointment, re-appointment of the Statutory
Auditors and fixation of their fees are not binding on the Bank, as separate
provisions in the State Bank of India Act, SBI General Regulations and the Reserve
Bank of India guidelines deal with the same.
The Bank has complied with all applicable non mandatory requirements of Clause
49, except for sending half-yearly declaration of financial performance and
summary of significant events to the households of shareholders, since detailed
information on the same is posted on the website of the Bank.

Means of Communication
The Bank strongly believes that all stakeholders should have access

to complete information on its activities, performance and product

initiatives. Annual, half-yearly and quarterly results of the Bank for
the year 2009-10 were published in the leading newspapers of the
country.
The results were also displayed on the Banks website (www.sbi.co.in
and www.statebankofindia.com).
The Annual Report is sent to all shareholders of the Bank.
The Banks website displays, interalia, official news releases of the
Bank, the Banks Annual Report and Half-yearly report, and details of
various product offerings. Every year, after the annual and halfyearly results are declared, a Press-meet is held on the same day, in
which the Chairman makes a presentation and answers the queries
of the media. This is followed by another meeting to which a number
of investment analysts are invited. Details of the Banks performance
are discussed with the analysts in the meeting. After declaring
quarterly results, press notifications are issued various
requirements of the investors regarding their holdings, the Bank has
a full-fledged Department - Shares & Bonds Department - at Mumbai
and Shares & Bonds Cells at the 14 Local Head Offices.
The investors grievances, whether received at the Banks offices or
at the office of the Registrar and Transfer Agents, are redressed
expeditiously and monitored at the Top Management level.

Wipro

Wipro Technologies Limitedis a giantinformation technologyservices

corporationheadquarteredinBangalore,India.
According to the 200809 revenue, Wipro is one of the largest IT services company
in India and employs more than 112,925 people worldwide as of June 2010
It has interests varying frominformation technology,consumer
care,lighting,engineeringandhealthcarebusinesses.Azim Premjiis theChairman
of the board.
Wipro (an acronym of "Western India Products Limited") started as a vegetable oil
trading company in 1947 from an old mill atAmalner,Maharashtra,Indiafounded
by Azim Premji's father.
In 1977, whenIBMwas asked to leave India, Wipro entered the information
technology sector.
In 1979, Wipro began developing its own computers, and in 1981 started selling
the finished product. This was the first in a string of products that would make
Wipro one of India's first computer makers. Wipro Technologies hired managers
who held their employees to strict performance standards.
In 1980 Wipro moved into software development and started developing
customized software packages for their hardware customers.
This expanded their IT business and subsequently developed the first Indian 8086
chip. Since 1992 Wipro has begun to grow its roots offshore in United States and
by 2000 Wipro LtdADRswere listed on the New York Stock Exchange site. The
company's revenue grew by 450% from 2002 to 2007.
.

Major Divisions
IT Services: Wipro provides complete range of IT Services to

the organization. The range of services extends from

Enterprise Application Services (CRM, ERP, e-Procurement
and SCM) to e-Business solutions.
Product Engineering Solutions: Wipro is the largest
independent provider of R&D services in the world.
Technology Infrastructure Service: Wipro's Technology
Infrastructure Services (TIS) is the largest Indian IT
infrastructure service provider in terms of revenue, people
and customers with more than 200 customers in US, Europe,
Japan and over 650 customers in India.
Business Process Outsourcing: Wipro provides business
process outsourcing services in areas Finance & Accounting,
Procurement, HR Services, Loyalty Services and Knowledge
Services.
Consulting Services: Wipro offers services in Business Consulting,
Process Consulting, Quality Consulting, and Technology Consulting.

Corporate governance in
Wipro
The Spirit of Wipro represenrs the core values of Wipro.
The three values encapsulated in the Spirit of Wipro are:-

1.Intensity to Win -Make customers successful .Team,

innovate and excel

2.Act with Sensitivity-Respect for the individual Thoughtful
and responsible
3.Unyielding Integrity-Delivering on commitments Honesry
and fairness in action
This has been articulated through the Company's Code of Business
Conduct and Ethics, Corporate Governance guidelines, charters of
various sub-committees of the Board and Company's Disclosure
policy.
These policies seek to focus on enhancement of long-term
shareholder value without compromising on Ethical Standards ,and
Corporate Social Responsibilities.
These practices form an integral part of the Company's strategic
and operating plans.

 Corporate Governance philosophy is put into practice in

Wipro through the following four layers, namely,

Governance by Shareholders,
Governance by Board of Directors,
Governance by Sub-committee of Board of Director
Governance of the management process
Delegation of authority through these sub committees and
through the management provides the required clarity and
directions to the organization.

 Annual General Meeting -Annual General meeting for the 2009-

FIRST
LAYER:
GOVERNANCE
BY
10 is scheduled
on July
22,2010,
other AGM of the last three years-held regularly
SHAREHOLDERS

Financial Calendar- tentative decalerd for every year

Dividend- Board of Directors has recommended a Final Dividend of

Rs. 6 per share on equity shares of Rs. 2 each in year 2009-10.

National ECS facility.
Awards and Rating The Company has been awarded the highest rating of stake holder
Value and Corporate Rating I (called SVG 1) by ICRA Limited, a
rating agency in India.
This rating implies that the Company belongs to the Highest
Category on the composite parameters of stakeholder value
creation and management as also Corporate Governance practices.
The Company has been awarded the national award for excellence
in Corporate Governance from ICSI during the year 2004.

 Shareholders' satification Survey-The Company conducted a Shareholders' Satisfaction

survey in July 2009 seeking views on various matters relating to investor services.
About 1900 shareholders participated and responded to the survey.
The analysis of the responses reflects an average rating of about 3.4 on a scale of 1 to 4.
Around 73% of the shareholders indicated that the services rendered by the Company were
good/ excellent and were satisfied.
wipro are constantly in the process of enhancing our service levels to further improve the
satisfaction levels based on the feedback received from our shareholders. wipro welcome
any suggestions from your end to improve our services further.
Means of Communication with Shareholders/Analysis-wipro have established
procedures to disseminate, in a planned manner, relevant information to our shareholders,
analysts, employees and the society at large.
Audit Committee reviews the earnings press releases, SEC filings and annual and quarterly
reports of the Company, before they are presented to the Board of Directors for their
approval for release.
Quarterly results: Our quarterly results ate published in widely circulated national
newspapers
Website: The Company's website contains a separate dedicated section "Investor" where
shareholders information is available. The Annual report of the Company, earnings press
releases, SEC filings and quarterly reports of the Company are also available on the website
in a user-friendly and downloadable form at www.wipro.com/corporate

in all respects.

 Annual Report: Annual Report containing audited accounts, CFA

together with Directors' report, Auditors' report and other important

information arc circulated to members and others
Listing on Stock Exchanges, Stock Codes, International Securities
Identification Number (ISIN) and Cusip Number for ADR
Registrar and Transfer Agents The power of share transfer and related operations have been
delegated to Registrar and Share Transfer Agents Karvy Computers
hare Private Limited, Hyderabad.
Share Transfer System-
The turnaround time for completion of transfer of shares in physical
form is generally less than 7 days from the date of receipt, if the
documents are clearDescription of Voting rights
Distribution of Shareholding and categories of Shareholders as per
Clause 35 of the Listing Agreement ON March 31, 2010 INDICATED IN
ANNUAL REPORT
Shareholding Pattern as of March 31, 2010 under Clause 35 of the
Listing Agreement STATED IN ANNUAL REPORT

SECOND
LAYER:
GOVERNANCE
BY THE BOARD
As on March
31, 2010,
company had
OF
DIRECTORS
seven
non-executive Directors,
four executive Directors of which one

executive Director is also the Chairman of our

Board.
All the seven non-executive directors are
independent directors i.e. independent of
management and free from any business or other
relationship that could materially influence their
judgment.
All the independent directors satisfy the criteria of
independence as defined under listing agreement
with Indian Stock Exchanges and New York Stock
Exchange Corporate Governance standards.

 The profile of Directors are given below as of March 3 I, 2010 Azim H. Premji has served as our Chief Executive Officer, Chairman and

Managing -Director (Designated as Chairman) since September 1968

Dr. Ashok Ganguly has served as a Director on Board since 1999.
B.C. Prabhakar has served as a Director on Board since February 1997.
Dr. Jagdish N. Sheth has served as a Director on Board sll1ce January
1999.
Narayanan Vaghul has served as a Director on Board since June 1997..
Priya Mohan Sinha became a Director of company Jan,2002.
William Arthur Owens has served as a Director on Board since July 1,
2006
Suresh C. Senapaty has served as Chief Financial Officer
Suresh Vaswani has served as Joint CEO (IT Business) and Executive
Directqr since April 2008
Girish S Paranjpe has served as Joint CEO (IT Busmess) and Executive
Director since April 200S
Dr. Henning Kagermann became an Additional Directot of the Company
on October 27, 2009.

 Information flow to the board members

Company submitted information to the Board for their

review, inputs and approval. Likewise, quarterly financial

statements are first presented to the Audit Committee and
subsequently to the Board of Directors for their approval.
Board Meetings Declare in consultation with Board Governance &
Nomination Committee and all our directors, considering the
practices of earlier years. Once approved by the Board
Governance & nomination Committee,
the schedule of the Board meeting and Board Committee
meetings is communicated in advance to the Directors to
enable them to schedule their meetings.
Board met four times in the financial year 2009-1 0, on April
-22, July 21-22, October 2- and January 10-20,2010.

 Post-meeting follow-up system-After the hoard meetings, we have a

formal system of follow up, review and reporting on actions taken by the
management on the decisions of the Board and sub-committees of the
Board.
Disclosure of materially significant related party transaction
-During the year 2009- 1 0, no transactions of material nature had been
entered into by the Company with the Management or their relatives that
may have a potential conflict with interest of the Company.
Whistle BLower policy and affirmation that no personnel has been
denied access to the Audit, risk and compliance Committee
The Company has adopted an Ombuds process
Company has complied with all the mandatory requirements of the Clause
49 of the Listing Agreement.
Lead independent director-The Board of Directors of the Company have
designated mr. N Vaghul as the Lead independent Director. The role of the
Lead Independent Director is described in the Corporate Governance
guidelines of Company

 Remuneration Policy and criteria of making payments Directors Compensation Committee recommends the remuneration, including the

commission based on the net profits of the Company for the Chairman
and M D and Executive Directors. This is then approved by the Board and
shareholders. Prior approval of shareholders is obtained in use of
remuneration to Non-Executive directors
The remuneration paid to Chairman and Managing Director and Executive
Directors is determined keeping in view the industry benchmark, the
relative performance of the Company to the industry performance, and
macro economic review on remuneration packages of CEOs of other
orgal1lzations.
Independent Non-Executive Directors are appointed for their professional
expertise in their individual capacity as Independent professionals.
Independent Non-executive Directors receive sitting fees for attending
the meeting of the
Board and Board Committees and commission as approved by the Board
and shareholders, This remuneration approved by the Board subject to
the condition that cumulatively it shall not exceed 1 % of the net profits
of the Company for all Independent Non-Executive Directors in aggregate
for one financial year, subject to an individual limit for each of the NonExecutive Directors,

THIRD LAYER: GOVERNANCE BY THE SUBCOMMITTEE

OF
THE has
BOARD
OF DIRECTORS
Board
constituted
sub-committees to focus on specific
areas and make informed decisions within the authority
delegated to each of the Committees. Each Committee of
the Board is guided by its Charter, which defines the scope,
powers and composition of the Committee. All decisions and
recommendations of the Committees are placed before the
Board either for information or approval.
Company have four sub-committees of the Board as at
March 31,2010.
Audit/Risk and Compliance Committee
Board Governance and Nomination Committee
Compensation Committee
Administrative/Shareholders' Grievance Committee

 The Audit/Risk and Compliance Committee of the Board of

Audit/Risk
andwas
Compliance
Directors, which
formed in 1987 Committee

This Committee was renamed as Audit/Risk and Compliance

Committee with effect from April 22, 2009. The primarily

responsibilities are;
Auditing and accounting matters, including recommending the
appointment of our independent auditors to the shareholders
Compliance with legal and statutory requirement
Integrity of the Company's financial statements, discussing
with the independent auditors the scope of the annual audits,
and fees to be paid to the independent auditors
Performance of the Company's Internal Audit function,
Independent Auditors and accounting practices
Review of related party transactions, functioning of Whistle
Blower mechanism, and
Implementation of the applicable provisions of the Sarbanes
Oxley Act 2002 including review on the progress of internal
control mechanism to prepare for certification under Section
404 of the Sarbanes Oxley Act 2002.

 The Chairman of the Audit/Risk and Compliance Committee is

present at the Annual General Meeting.

All members of our Audit/Risk and Compliance Committee are
independent non-executive directors and financially literate.
The Chairman of our Audit/Risk and Compliance Committee has the
accounting or related financial management expertise.
CFO & Executive Director and other Corporate Officers make
periodic presentations to the Audit/Risk and Compliance
Committee on various issues.
The Audit/Risk and Compliance Committee is comprised of
following three non-executive directors
Mr. N Vaghul - Chairman
Mr. PM Sinha and Mr. B C Prabhakar - Mcmber,
This committee meet seven times during the financial year on
april 20, May 15, July 20. October 16, 2009 January 17-18, Feb1,22
2010.

Board governance and Nomination Committee

In April, 2009 the Board governance and Nomination

Committee was split into two separate committees and

reconstituted as
(a) Board Governance and Nomination Committee
(b) Compensation Committee
After this reconstitution, the members of the Board
Governance and Nomination Committee are as follows;
Dr. Ashok Ganguly - Chairman
Mr. N. Vaghlrl, Mt. P. M. Sinha and Mr. Bill Owcns - Mcmbcrs.
All members of the Board Governance and Nomination
Committee are independent non-executive directors.
The Board Governance and Nomination Committee of the
Board met four times on - April 20, July 20, October 21, and
January 19,2010, during the year 2009-10.

 The primary responsibilities of Committee are;

Develop and recommend to the Board Corporate Governance

Guidelines applicable to the company.

Evaluation of the Board on a continuing basis including an
assessment of the effectiveness of the full board, operations of
the Board Committees and Contributions of Individuals
directors.
Lay down policies and procedures to asses the requirement, for
inclusion of new members on the Board.
Implementing policies and processes relating ro corporate
governance principles.
Ensuring that appropriate procedures are in place to access
Board membership needs and Board effectiveness.
Reviewing the Company's policies that relate to matters of CSR
including of public issue of significance to the company and its
stake holders.
Formulating the disclosure Policy, its review and approval of
disclosure.

Executive Vice President-Human Resources makes periodic

presentations to the Compensation Committee on

compensation reviews and performance linked compensation.
The members of the Compensation Committee are as follows:
mr. Ashok Ganguly - Chairman
Mr. N Vaghul and Mr. PM Sinha - Members.
All members of the Compensation Committee are
independent non-executive director.
This Committee of the Board met four times on - April 20, July
20, October 21, and January9,201 0, during the financial year
2009-10.
The primary responsibilities of the Compensation Committee:
Determine and approve salaries, benefits and stock options
grants and other compensation plans, policies and programs
of senior Management employees and Directors of our
Company.

Compensation
Committee

Administrative/Shareholders & Investors Grievance

Committee
The members of the Committee are as under:
mr. B C Prabhakar - Chairman ,Mr. Suresh C Senapaty Member,Mr.

Suresh Vaswani - Member

The Shareholders' / Investors' Grievance & Adm1l11strative Committee is
responsible for resolving investor's complaints pertaining to share
transfers, non-receipt of annual reports, Dividend payments, issue of
duplicate share certificates, transmission of share; and other shareholder
related queries. complaints.
In addition to above, this Committee is also empowered to oversee
administrative manners like opening / closure of Company's Bank
accounts, grant and revocation of general, specific and banking powers of
attorney, consider and approve allotment of equity shares pursuant to
exercise of stock options, setting up branch of/ices and other
administrative matters, as delegated by Board from time to time, ete.
The Chairman of the Committee is an independent nonexecutive director.
The Administrative and Shareholders Grievance Commitree mct four
times in the /inancial year on - April 20, July 20, October 16, 2009 and
January 19, 201O. In addition, the Shareholders Grievance Committee,
once in 5 days, reviews the redressal of shareholders and investor
complaints/queries.

Mr. V Ramachandran, Company Secretary is

our Compliance Officer for the Listing

Agreement. Unclaimed Dividends
Secretarial Audit-A qualified practicing
Company Secretary has carried out secretarial
audit every quarter.
Subsidiary Monitoring Framework
All the subsidiary companies of the Company
are Board managed with their Boards having
the rights and obligations to manage these
companies in the best interest of their
stakeholders.

FOURTH
GOVERNANCE
Corporate LAYER:
Executive Council
of the Compnay OF
(CEC)THE MANAGEMENT
The day-to-day management is vested with the CEC of the Company
PROCESS

comprising of Business and Functional heads who work under the overall
superintendence and control of the Board. The CEC is headed by the
Chairrman , Mr. Azim H Ptemji.
Code of Business Conduct and Ethics:In 1983, comapny articulated 'Wipro Beliefs' consisting of six statements,
At the core of beliefs was integrity articulated as
individual and Company relationship should be governed by the highest
standard of conduct and integrity.Over years, this articulation has evolved in
form bur remained constant in substance.
company, the Board of Directors and employees have a responsibility to
understand and follow the Code of Business Conduct. All employees are
expected to perform their work with honesty and integrity.
Wipro's Code of Business Conduct reflects general principles to guide
employees in making ethical decisions. This code is also applicable to our
representatives,
The Code outlines fundamental ethical considerations as well as specific
considerations that need to be maintained for professional conduct. This Code
has been displayed on the Company's website. www.wipro.com/investors.

 compliance to Code of Business Conduct and Ethics (COBC) is

monitored through:
employees are annually required to go through the training and
awareness modules created on COBC and understand the
principles of each of the Policies briefed under COBC
Randomly selected employees ate tested on the compliance
effectiveness of the Policies covered under COBC; this primarily
enables the Company to analyze the gaps and create
Training/awareness modules to address the same.
Annually group discussions are held with select employees to
understand the grey areas in compliance to further refine the code.
The Chairman has affirmed to the Board of Directors that this Code
of Business Conduct and Ethics has been complied by the Board
members and Senior Management.

Ombudsman process
Company adopted an Ombudsmen process which

is the channel for receiving and redressing

employees' complaints. Encourage employees to
report any reporting of fraudulent financial or other
information to the stakeholders, any conduct that
results in violation of the Company's Code of
Business Conduct and Ethics, to management (on
an anonymous basis, if employees so desire).
Mechanism followed under Ombudsmen process is
appropriately communicated within the Company
across all levels and has been displayed on Wipro's
intranet and on Wipro's website at www.willro.com