SEC Filings

20-F
WNS (HOLDINGS) LTD filed this Form 20-F on 05/16/2018
Entire Document
 


Table of Contents

Audit Committee

The Audit Committee comprises four directors: Mr. Michael Menezes (Chairman), Ms. Francoise Gri, Mr. Keith Haviland and Mr. Mario Vitale. Mr. John Freeland was a member of the Audit Committee until April 24, 2018. Each of Messrs. Menezes, Haviland, Vitale and Freeland and Ms. Gri satisfies the “independence” requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the NYSE listing standards. The principal duties and responsibilities of our Audit Committee are as follows:

 

    to serve as an independent and objective party to monitor our financial reporting process and internal control systems;

 

    to review and appraise the audit efforts of our independent accountants and exercise ultimate authority over the relationship between us and our independent accountants; and

 

    to provide an open avenue of communication among the independent accountants, financial and senior management and the Board of Directors.

The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties. Mr. Menezes serves as our Audit Committee financial experts, within the requirements of the rules promulgated by the Commission relating to listed-company audit committees.

We have posted our Audit Committee charter on our website at www.wns.com. Information contained in our website does not constitute a part of this annual report.

The Audit Committee held four meetings in fiscal 2018.

Compensation Committee

The Compensation Committee comprises four directors: Messrs. Gareth Williams (Chairman), John Freeland and Adrian T. Dillon and Mrs. Renu S. Karnad. Each of Messrs. Williams, Freeland and Dillon and Mrs. Karnad satisfies the “independence” requirements of the NYSE listing standards. The scope of this committee’s duties includes determining the compensation of our executive officers and other key management personnel. The Compensation Committee also administers the Third Amended and Restated 2006 Incentive Award Plan and the 2016 Incentive Award Plan, reviews performance appraisal criteria and sets standards for and decides on all employee shares options allocations when delegated to do so by our Board of Directors.

We have posted our Compensation Committee charter on our website at www.wns.com. Information contained in our website does not constitute a part of this annual report.

The Compensation Committee held four meetings in fiscal 2018.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee comprises four directors: Mrs. Renu S. Karnad (Chairman) and Messrs. Adrian T. Dillon, John Freeland and Gareth Williams. Each of Mrs. Karnad and Messrs. Dillon, Freeland and Williams satisfies the “independence” requirements of the NYSE listing standards. The principal duties and responsibilities of the nominating and governance committee are as follows:

 

    to assist the Board of Directors by identifying individuals qualified to become board members and members of board committees, to recommend to the Board of Directors nominees for the next annual meeting of shareholders, and to recommend to the Board of Directors nominees for each committee of the Board of Directors;

 

    to monitor our corporate governance structure; and

 

    to periodically review and recommend to the Board of Directors any proposed changes to the corporate governance guidelines applicable to us.

 

165