Business integrity and accountability lie at the plinth of our organizational culture. We uphold best-in-class corporate governance practices and are continually improving our systems to integrate ESG priorities into our business processes. Our Board of Directors maintain a strong oversight on enterprise risk management and ensure the interests of our stakeholders are safeguarded and prioritized at all times.
We act according to the following governance principles:
Act in the spirit of law and not just the letter of law
Do what is right and not what is convenient
Provide complete transparency in operations
Follow openness in communication with all stakeholders
| Topic | Roadmap | ||
|---|---|---|---|
| Corporate governance & management | |||
| Board Composition | 50%+ | Independent Directors to be maintained in 2022 & beyond, exceeding SEBI (LODR) regulations | |
| Board Effectiveness | 2022 | ESG linked compensation for key executives | |
| Transparency | 2021 | Voluntary non-financial disclosures to enhance trust beyond requirement of standards e.g. Supplier GHG emissions, TCFD | |
| Business Ethics & Compliance | 100% by 2025 | Training on code of conduct for employees, suppliers & partners supported by grievance redressal | |
| Risk & Crisis management | 100% |
ISO 27701, ISAE 3000 certification globally supported by data privacy & security audits Employees across levels trained annually on data privacy & security relevant for their role |
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Our governance structure is designed for effective and transparent business conduct. Guided by our governance principles, we deliver long-term value for our shareholders, employees, business partners and stakeholders. We believe in the principle of shared value, thus striving to create economic value in a way that also creates value for society. We aim to remain financially profitable, while improving our social and environmental footprint.
Shareholders appoint and authorize the Board of Directors to conduct business with objectivity and ensure accountability
The Board leads the strategic management on behalf of the stakeholders, exercises supervision through direction and control, and appoints various committees to handle specific areas of responsibilities.
Board Committees take up specific responsibilities and the executive management carries on the day-to-day tasks to ensure that all activities are in accordance with the strategies and targets set by the Board.
The Board decides on the Company’s strategy and exercises control over its affairs. The long-term performance of the Company is dependent upon the effectiveness with which the Board sets this strategic direction; reviews and assesses the initiatives taken in pursuance of this strategy; and assesses and understands issues and risks that determine the Company’s performance.
In its supervisory capacity, the Board monitors corporate performance and the behaviour of the executive team. This supervision includes strategy development, its design and implementation. The Board members actively discuss various ESG initiatives of the Company and encourage the senior management to go beyond regulatory requirements in their bid to create value for the long term.
Mindtree’s Board is truly diverse in the range of perspectives, knowledge, expertise, experience and professionalism that it brings to the table. Board members come from divergent backgrounds and hold complementary and diverse skills, thus creating the ground for open and free exchange of views and promoting independent decision-making.
Accounts, Audit and Finance
Business/ Domain Expertise
Client/Stakeholders’ Engagement
Global Exposure
Governance, Risk and Compliance
People Practices/ Leadership
Strategy & Marketing/ Planning
Non-Executive Directors
Independent Directors
(including 2 Women Directors)
Executive Directors
Median Director age
Average tenure of Independent Directors
Average attendance rate at Board meetings
As per the requirements of law, various committees have been constituted by the Board. Additionally, Foreign Exchange Hedging Committee and Strategic Investment Committee have also been constituted with specific responsibilities, including engagement with relevant stakeholders. The committees have a defined charter and update the Board periodically. Below are the Board Committees and their major responsibilities.
Chairperson
Chairperson
Chairperson
Chairperson
Chairperson
Chairperson
Chairperson
Frequency
Non-Executive Chairman
Non-Executive Vice Chairman
Chief Executive Officer and Managing Director
Non-Executive Director
Executive Director and President - Global Markets
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Audit Committee
Nomination & Remuneration Committee
Stakeholders’ Relationship Committee
Corporate Social Responsibility Committee
Risk Management Committee
Foreign Exchange Hedging Committee
Strategic Investment Committee
C - Chairperson M - Member
Mr. Anilkumar Manibhai Naik is the Group Chairman of L&T Group of Companies. He mirrors the values of the organization he heads - professionalism, entrepreneurship and a passionate commitment to advancing the interests of all stakeholders. Under his leadership, L&T overcame multiple challenges and emerged stronger with a sharper focus on profitable growth. Media surveys and peer group assessments rank Mr. A M Naik among the world’s best performing business leaders.
He joined L&T as a Junior Engineer in 1965, and rapidly rose to positions of increasing responsibility as he moved from General Manager to Managing Director and CEO, and then to his appointment as Chairman and Managing Director on December 29, 2003. He was the Group Executive Chairman of L&T from 2012 to 2017. In October 2017, he stepped aside from executive responsibilities, and was appointed Group Chairman.
To transform L&T into a world-class conglomerate, he led a transformational process that boosted shareholder value. His leadership has seen a remarkable improvement across all parameters of business performance – market capitalization, consolidated turnover and net worth. He also spearheaded the restructuring of the conglomerate to facilitate its aggressive growth across a large revenue base.
Decades ago, he kick-started the process of indigenizing the manufacture of critical equipment for the defence sector and process industries. His efforts led to L&T assuming leadership position in the design, development and manufacture of missiles and weapon systems and forging a vibrant relationship with national bodies for defence R&D and space research. He also infused a global perspective to L&T’s operations. This involved revamping mindsets and ensuring that virtually every critical activity is benchmarked against global standards. Other landmark achievements that have yielded significant value for the L&T and its stakeholders include the de-merger of the cement business. He conceptualized the proposal for the L&T Employees’ Trust which has ringfenced L&T, enabling the Company to retain its unique character and strengthen the employees’ sense of belonging.
His emphasis on HR and the nurturing of human capital triggered major initiatives to attract, retain and groom talent. He is also principally responsible for the use of IT as a major enabler across L&T’s businesses.
A concern for social upliftment complements Mr. A M Naik's keen business interests. He was instrumental in setting up the Larsen & Toubro Public Charitable Trust, which is engaged in a wide spectrum of community development initiatives, including skill training at several locations around the country.
He remains deeply committed to the community, and has pledged 75% of his wealth to social causes in the sectors of healthcare, education and skill development. A robust mechanism which he put in place ensures that every philanthropic initiative is continuously monitored and achieves stated targets.
Mr. A M Naik is the Honorary Consul General for Denmark. He was conferred the Danish Knighthood by Her Majesty Queen Margrethe in 2008 and a further honor, the Order of the Dannebrog - Knight First Class in 2015.
Mr. S N Subrahmanyan is the CEO and MD of Larsen & Toubro and serves on the Board of Directors of this multi-billion-dollar conglomerate.
He is also Vice Chairman on the Boards of LTI, L&T Technology Services Limited and Chairman of L&T Metro Rail (Hyderabad) Limited.
Prior to taking over the reins as CEO & MD in July 2017, Mr. S N Subrahmanyan, in his capacity as Deputy MD and President, led L&T’s infrastructure business to its position as the country’s largest construction organization and the 14th largest in the world. He is now responsible for leading L&T’s considerable business interests to new growth levels, capitalizing on the enormous benefits of digitalization, big data, and predictive analysis that he drives internally with exceptional zeal. He places a premium on innovation, project management and talent development, particularly in leadership roles.
He commenced his professional journey with L&T in 1984 as a Project Planning Engineer, armed with a degree in Civil Engineering and a postgraduation in Business Management. Mentored by stalwarts, he took on roles of increasing responsibility across business verticals. With an entrepreneurial mindset, drive, and foresight, he began to rewrite the rules of the game.
Mr. S N Subrahmanyan holds pre-eminent positions in various industry bodies, construction institutions and councils. In February 2021, he was appointed Chairman of the National Safety Council (NSC) for three years by the Union Ministry of Labour & Employment. In this role, he will guide the NSC, which has a major part to play in ensuring safety in the workplace under the new Occupational Safety, Health and Working Conditions Code, 2020 (OSH Code, 2020).
Mr. Debashis Chatterjee is the CEO and Managing Director of Mindtree. He has over 32 years of experience in the field of IT, spanning customer relationship management, building and managing large business units, strategic alliances, M&A, change management and delivery management across multiple industries, business domains, technologies and geographies.
In his earlier role as President, Global Delivery and Digital Systems and Technology at Cognizant, he was responsible for the delivery of technology services across all industry segments. Additionally, he drove technology excellence as well as global client organizations. As a member of the Executive Leadership Team, he participated in charting the strategic direction of the Company. He helped in laying the foundation of Cognizant’s Banking & Financial Services business and grew it to be the largest business within Cognizant.
Mr. Debashis Chatterjee has earlier worked at IBM, TCS and Mahindra & Mahindra. He holds a Bachelor's degree in Mechanical Engineering from Jadavpur University. He has served as a member of the Executive Council of National Association of Software and Service Companies (NASSCOM). He is an Advisory Board Member of the PGPM program at SP Jain Institute and Board of Studies, and the MBA program at NMIMS School of Business Management. He has been a guest speaker at conferences organized by NASSCOM and CII. He has been invited as a guest speaker at various institutes such as MIT Sloan School of Management, IIM Ahmedabad, Indian School of Business, Jadavpur University, Vellore Institute of Technology and others.
Over the past 38 years, Mr. R Shankar Raman has worked for leading listed corporates in varied capacities in the field of finance. He joined the L&T Group in November 1994 to set up L&T Finance Limited.
Over the years, he has assumed various responsibilities to oversee the entire Finance function at the Group level, including functions like Risk Management and Investor Relations. He was appointed the Chief Financial Officer of Larsen & Toubro Limited in September 2011, and was subsequently elevated to the Board on October 1, 2011.
Mr. R Shankar Raman is also on the Board of several companies within the L&T Group. He has been a recipient of several awards such as the Best CFO of Asia in the Industrial sector in a survey conducted by the prestigious New York-based Institutional Investor Magazine, winner of Best CFO Awards from CNBC TV18, Financial Express, Business Today and Yes Bank. He is former Chairman of CII’s National Committee of CFOs.
He was also a member of the Uday Kotak Committee on Corporate Governance constituted by SEBI. He is a qualified Chartered Accountant and a Cost Accountant.
Mr. Venugopal Lambu brings over 26 years of insight and global experience to help clients navigate business challenges and achieve organizational goals across transformation, governance, change management, and drive return on investments.
In his role, he is responsible for formulating Mindtree’s strategic direction and accelerating digital initiatives for clients, with an aim to strengthen our leadership in technology innovation. He acts as an executive sponsor for strategic engagements and enables end-to-end digital transformation for clients.
Previously, he has held leadership positions at Cognizant, HCL Technologies and IBM. He was a member of Cognizant’s Executive Leadership Team and drove synergies for better business outcomes and facilitated Fortune 500 clients’ transition to digital seamlessly. He led HCL Tech's continental Europe growth from an early-stage player to a leading partner of choice.
He is a member of the Forbes Technology Council, and chairs Customer Advisory Councils in North America and Europe.
He holds a Bachelor’s degree in Electronics Engineering from the University of Mysore, India and General Management certification from the London Business School.
Ms. Apurva Purohit is an Indian businesswoman with over three decades of experience in the corporate world, where she formed significant partnerships with private equity firms and promoters to build and scale up a diverse set of businesses – from early-stage fledgling businesses, to setting up new ventures and to supervising turnarounds in mature and declining organizations.
She is also an Independent Director at L&T Technology Services Ltd and Navin Fluorine International Ltd. Ms. Apurva Purohit has recently launched Aazol Ventures Pvt Ltd, a consumer products Company which aims to create a market for traditional food items made by self-help groups and micro-entrepreneurs, by reconnecting Indian consumers with their roots and the local food of their regions.
She has been a leading voice in the Indian business landscape, advocating gender diversity, probing what ails it, and what organizations and leaders can do to improve this critical imperative. She is also the author of two national bestsellers, ‘Lady, You’re not a Man – the Adventures of a Woman at Work’ and ‘Lady, You’re the Boss!’. Through her books, Ms. Apurva Purohit aims to empower women and encourage them to achieve their full potential.
Over the years, Ms. Apurva Purohit has won multiple business awards and has been named as one of the Most Powerful Women in Business by the India Today Group and Fortune India over several years. She was awarded the Distinguished Alumni Award from IIM Bangalore in 2022.
She holds a Bachelor’s degree in Science (Physics) and completed her PGDM from IIM, Bangalore. She was a state-level hockey player and played for Tamil Nadu State and Tamil Nadu University
Mr. Akshaya Bhargava is the founder of Bridgeweave, a UK-based fintech firm that creates AI-powered next generation products for Wealth and Asset Management industries. He has been the global CEO of Wealth and Investment Management, Barclays plc. Prior to that, he founded InfraHedge, a hedge fund managed account platform, which was acquired by State Street Corporation in 2013.
He has been the CEO of Butterfield Fulcrum Group (acquired by MUFJ Group), and the Founding CEO of Progeon (acquired by Infosys and renamed Infosys BPO in 2006). He started his career at Citibank, where he spent 22 years in a variety of senior roles, including as Country Manager, Citibank Czech Republic, Global Product Head for Citi’s ELC Business, Regional GTS Head for Central and Eastern Europe Middle East and Africa (CEEMEA) region and other senior roles in Product Management and Corporate Banking.
He is an alumnus of Indian Institute of Management Calcutta and lives in London.
Mr. Bijou Kurien has over 35 years of experience with marquee brands in India’s fast-moving consumer goods (FMCG), consumer durables, and retail industries. He was among the founding members of Titan Industries and Reliance Retail and helped build the foundations, and then led and grew multi-billion-dollar businesses. Currently, he advises two leading private equity funds and an Entrepreneurship Incubation Center.
He also serves as an Independent Director on the Boards of several listed and unlisted companies and is Chairman of the Retailers Association of India (RAI), Advisory Board member of the World Retail Congress and is on the governing boards of two academic institutions.
He has a Postgraduate Diploma in Business Management from XLRI, Jamshedpur.
Mr. Prasanna Rangacharya Mysore is a postgraduate in Law and a gold medallist. After being an independent counsel, he worked for various corporates from 1977 to 2010. Significant was his stint as Head of Legal for L&T and as the Group General Counsel of the Aditya Birla Group, where he also served on many Boards. He is associated with the Institute of Directors as a faculty
He is now an independent corporate law consultant and a qualified Arbitrator & Mediator. He is an accredited Arbitrator with various institutions, including the Singapore International Arbitration Center.
He is a recipient of many prestigious business and industry awards for his accomplishments in the field of corporate law. He is a regular speaker on diverse topics and conducts bespoke training programs for both legal and non-legal executives. He is the founder and convenor of the Lawyers Round Table, a knowledge forum for lawyers, which is into its 7th year.
He is also the Chairman of the Executive Council of Institute of Directors, Bangalore Chapter.
Ms. Deepa Gopalan Wadhwa has been a distinguished career diplomat who joined the Indian Foreign Service (IFS) in 1979 and retired in December 2015.
She has served as Ambassador of India to Japan (2012-15), Qatar (2009-12) and Sweden (2005-09). She was concurrently accredited as Ambassador to Latvia (from Stockholm), and Republic of the Marshall Islands (from Tokyo). During her career, she has held other significant assignments in China, Geneva, The Netherlands, the International Labour Organization (ILO) and the Ministry of External Affairs (MEA).
In the course of her career spanning over 36 years, she has handled a wide swathe of issues and subjects related to India’s relations with key countries such as Pakistan, China, and Japan; participated in international conferences and negotiations related to climate change, sustainable development, disarmament and human rights, and was instrumental in the active promotion of India’s economic interests in the areas of trade, technology, investments and energy security during her postings in Europe, the Gulf Cooperation Council (GCC) and Japan.
She is currently Chairperson of the India-Japan Friendship Forum, Member of the Governing Council of the Institute of Chinese Studies, and is on the Governing Council of the Asian Confluence, based in Shillong. She also serves as Independent Director and advisor on the Boards of a few companies.
She is a graduate from Madras University; she has an undergraduate degree in Chemistry and a postgraduate degree in English Literature.
Mr. Chandrasekaran Ramakrishnan has had an exemplary career spanning over 34 years in the field of information technology. He retired as Executive Vice Chairman of Cognizant, India as of March 2019. He serves as an Independent Director on the Board of PNB Housing Finance Limited, NSEIT Limited and Aujas Networks (subsidiary of NSEIT). He is also part of the Chairman’s Council, NASSCOM.
He joined Cognizant as a member of the founding team. He has been widely recognized as a significant contributor to growing the company to over 250,000 employees, USD 16 Billion+ in revenue and establishing the global delivery footprint.
After earning his engineering degree from Regional Engineering College, Trichy (National Institute of Technology), he started his career with Ashok Leyland, where he spent four years. After his MBA from Indian Institute of Management Bangalore in 1985, he joined TCS, where he held positions of increasing responsibility and stature, including stints in the UK and the US.
He is very passionate about education and is on the Advisory Board of Thiagarajar College of Engineering, Madurai and on the Post Graduate Program Committee of NIT Trichy. He is an active supporter of social causes, sponsoring education for underprivileged children, promoting digital literacy in rural areas, offering scholarships to deserving students in NIT and also supporting research in IIM Bangalore.
Integrated Annual Report 2021-22