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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

Introduction
 Global 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 Philosophy
 Mindtree minds are guided by CLASS values
Caring
Learning
Achieving
Sharing
Sociable 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 30
Sept 30
Dec 31
March 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 Agent
Link Intime India Pvt. Ltd. C-13, Pannalal
Silk Mills Compound, LBS Marg, Bhandup
(W), Mumbai 400 078, India

 Registered Office
Global Village, R VCE Post, Mysore Road,
Bangalore 560 059, Karnataka, India.

Board of Directors
 Mr. Krishnakumar Nataranjan- Founder, CEO, MD
 Mr. Subroto Bagchi- Founder and ED
 Mr. S. Janakiraman- Founder and ED
 Mr.V.G. Sirddhartha- NED, Nominee Director
 Dr.Albert Heronimus- INED
 Mr. George M. Scalise- INED
 Mr. Mark A . Raunacres- INED
 Mr. N.Vittal- INED
 Mr. R. Srinivasan- INED
 Prof. David B.Yoffie- INED
 Mr. Rajesh Subramaniam- NED, Nominee Director
 Prof. Pankaj Chandra- INED

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

Information
 Dr. 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

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.

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