Full annual report of 2011-2012 - Mindtree

Corporate Governance Report
Company Philosophy
MindTree Limited (formerly MindTree Consulting Limited, hereinafter referred to as 'MindTree' or 'the Company'), looks upon good corporate
governance practices as a key driver of sustainable corporate growth and long-term shareholder value creation. Good corporate governance is
about enhancing value for all our stakeholders. The Company is committed to adopting global best practices in corporate governance and
disclosure.
The Company believes in ethical business conduct, integrity and commitment to values which enhance and retain stakeholders' trust and are the
hallmarks of good corporate governance.
MindTree and its Minds are guided by MindTree's CLASS values. CLASS stands for Caring, Learning, Achieving, Sharing and Socially responsible.
These values are core to MindTree and have been integrated into every aspect of our work. We believe that integrity is a core attribute of being
socially responsible. A MindTree Mind is expected to adhere to the highest standard of integrity. We have a clearly articulated Integrity Policy
which is applicable to all MindTree Minds. All MindTree Minds, irrespective of level, role and location are bound by it. The policy is explained to
Minds who are expected to steer compliance throughout the organization.
In the conduct of MindTree's business and in our dealings that affect MindTree's business, we abide by the principles of honesty, openness and doing
what is right and fair. These are the principles that must guide our behavior at all times.
Following are the salient features of our Corporate Governance philosophy:
1. Act in the spirit of law and not just the letter of law;
2. Do what is right and not what is convenient;
3. Provide complete transparency on our operations; and
4. Follow openness in our communication to all our stakeholders.
The 3-Tier Corporate Governance Structure at MindTree
(a) Shareholders appoint and authorize the Board of Directors ('BOD') to conduct business with objectivity and ensure accountability to all
shareholders.
(b) BOD leads the strategic management of the Company on behalf of the shareholders, exercises supervision through direction and control and
appoint various committees to handle specific areas of responsibilities.
(c) The committees of the BOD and executive management appointed by the BOD take up specific responsibilities and day-to- day tasks to ensure
that the activities of the Company run according to the strategies set by the BOD.
First Tier: Governance to Shareholders
Forthcoming Thirteenth Annual General Meeting ('AGM')
The Thirteenth Annual General Meeting ('AGM') for the year 2011-12 is scheduled on Monday, July 16, 2012 at 3.00 p.m. at 'The Chancery Hall',
Hotel Atria, #1, Palace Road, Bangalore 560 001, Karnataka, India.
Those of you, who cannot attend the meeting in person, can appoint a proxy to represent you in the meeting, for which you need to fill in a proxy
form and send it to us on or before 3.00 p.m. on July 14, 2012.
Annual general meetings of earlier years
For the year 2008-09, we held our 10th AGM on July 3, 2009 at 10.00 a.m. at Woodlands Hotel Pvt. Ltd, No. 5, Rajaram Mohan Roy Road, Bangalore-
560 025, Karnataka, India and a special resolution was passed for approval of payment of remuneration to independent and non-executive
directors of the Company.
For the year 2009-10, we held our 11th AGM on July 20, 2010 at 10.00 a.m. at Woodlands Hotel Pvt. Ltd, No. 5, Rajaram Mohan Roy Road,
Bangalore- 560 025, Karnataka, India and a special resolution was passed for approval for creation of “MindTree Limited- Employee Stock Option
2010 A” – (Program 7) and further issue of equity shares thereunder.
For the year 2010-11, we held our 12th AGM on July 21, 2011 at 1.00 p.m. at 'The Chancery Hall', Hotel Atria, #1, Palace Road, Bangalore-560 001,
Karnataka, India and a special resolution was passed for approval of payment of commission to executive directors of the Company.
Extra-Ordinary General Meetings ('EGM') of earlier years
For the year 2008-09, we held our EGM on December 22, 2008 at 1.00 p.m. at Woodlands Hotel Pvt. Ltd, No. 5, Rajaram Mohan Roy Road,
Bangalore- 560 025. The following two special resolutions were passed:
(i) To approve employee stock option plan- ESOP 2008 A scheme (Program 5).
(ii) To approve issue of stock options to employees of subsidiary companies.
No Extra-Ordinary General Meeting was conducted for the year 2009-10.
For the year 2010-11, we held our EGM on April 20, 2010 at 12.00 noon at the registered office of the Company situated at Global Village, RVCE
Post, Mysore Road, Bangalore – 560059 to approve further issue of equity shares.
No Postal ballot was conducted during the financial year ending March 31, 2012.
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