Persistent Systems

Shaping the future of software driven business

Report on Corporate Governance •

143

The Committee is constituted with powers and responsibilities including but not limited to:

To develop a pool of potential director candidates for consideration in the event of a vacancy on the Board of Directors;

ii.

To determine the future requirements for the Board as well as its Committees and make recommendations to the Board

for its approval;

iii.

To identify, screen and review individuals qualified to serve as executive directors, non-executive directors and independent

directors;

iv.

To provide its recommendation to the Board for appointment of CEO, CXO Level Employees and Senior Management

(Effective from April 27, 2019);

To evaluate the current composition and governance of the Board of Directors and its Committees and make appropriate

recommendations to the Board, whenever necessary;

vi.

To review the suitability for continued service as a director of each Board member when his or her term expires and when

he or she has a significant change in status such as employment change etc., and shall recommend whether or not the

director should be reappointed;

vii. To evaluate and recommend termination of membership of an individual director for cause or for other appropriate

reasons;

viii. To evaluate and make recommendations to the Board of Directors concerning the appointment of Directors to Board

Committees and the Chairman for each of the Board Committees;

ix.

To recommend to the Board, candidates for nomination for re-election of Directors by the Shareholders; and any Board

vacancies which are to be filled by the Board;

To play a consultative role for any appointment at top management level namely, COO, CMO, CFO, President of Persistent

Systems Inc., or appointment requiring Board approval such as Company Secretary; and

xi.

To carry out annual / periodic performance review of the Board of Directors individually and collectively as well as for its

various committees on behalf of / as desired by the Board of Directors.

The Nomination and Governance Committee is further empowered to:

To conduct or authorise studies of matters within the Committee’s scope of responsibility with full access to all books,

records, facilities and personnel of the Company;

ii.

To hire legal, accounting, financial or other advisors in their best judgement;

iii.

To have sole authority to retain or terminate any search firm to be used to identify Director candidates;

iv.

To have sole authority to approve the search firm’s fees and other retention terms;

The Committee may act on its own in identifying potential candidates, inside or outside the Company or may act upon

proposals submitted by the Chairman of the Board;

vi.

The Committee may consider advice and recommendations from the management, shareholders or others, as it deems

appropriate; and

The Company conducts a performance evaluation of the Independent Directors and Board as a whole by an External

Management Consultant and the findings of the evaluation are presented at the meeting. Recommendations / Results on the

performance of the Directors are then considered by the Committee before the re-appointment of a Director and measures to

increase the effectiveness of the Board are considered.

Meetings and attendance

The Nomination and Governance Committee generally meets in the first quarter of the financial year to recommend to the

Board, the Directors retiring by rotation to be reappointed at the Annual General Meeting. Apart from this, the Nomination and

Governance Committee meets as and when there is any business to be transacted which has been assigned to it.

Two meetings of the Committee were held during the financial year 2018-19.

Table 14 gives attendance record of members of the Committee at its meetings held during the financial year 2018-19.