Sustaining value

A. Strong Governance
(i) The Ethos of Governance followed in Mindtree
The Board has a finest blend of professionals from diverse backgrounds, which enables the Board to discharge its responsibilities more efficiently and provide effective leadership by taking the Company’s business to achieve greater heights.

(ii) The Governance Structure and its Responsibilities
The Board of Directors comprises the following members who are selected based on a strong policy laid down by the Nomination and Remuneration Committee (NRC):

• Three Executive Directors
• One Non-Executive and Non-Independent Director
• Five Independent Directors

The above includes two Women Directors

(iii) Committees set up by the Board and their Responsibilities
To effectively dispense their obligations, the Board has constituted the committees listed below and each Committee has their terms of reference as a Charter.

(v) Board Selection and Remuneration

Directors are chosen based on a robust policy set out by the Nomination and Remuneration Committee to ensure that the Governance is of the highest standards and is aligned to the core values of Mindtree, which is firmly embedded in every Mindtree Mind and to the mission that Mindtree seeks to achieve. The remuneration of the leadership team and Mindtree Minds' is determined based on the policy drawn up by the Nomination and Remuneration Committee and is driven by the success and performance of the individual person and the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and performance incentives, commission (variable component) to its Chairman, Managing Director and other Executive Directors. Annual increments are decided by the NRC within the salary scale approved by the Board and Shareholders.

(vi) Profile of the Members of the Board of Directors