Persistent Systems

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Shaping the future of software driven business
Report on Corporate Governance • 161
13. Corporate Governance Handbook
The Company has proactively and voluntarily prepared the Corporate Governance Handbook encompassing set of guidelines
and policies with respect to composition of the Board of Directors and Committees of the Board, meetings of the Board of
Directors and Committees of the Board, Managerial Remuneration, Code of Conduct, Whistle Blower Policy, Risk Management
Policy, Internal Control Procedures etc., being adhered to by the Company. The Corporate Governance Handbook is updated
on an annual basis and is available on the Company website at
14. Ethics Policy
The Company has continued to proactively and voluntarily implement the Ethics Policy in the Company. The objective of this
policy is to explain guiding principles of Persistent’s Ethics Policy (for benefit of its employees and all other stakeholders like
customers, vendors and investors) and to establish a framework for its administration. The working of the Ethics Policy is
monitored by the Ethics Committee chaired by an Independent Director / Senior Officer nominated by the Board of Directors.
The policy is available on the Company website at
15. Fraud Risk Management Policy
The Company has continued to proactively and voluntarily implemented the Fraud Risk Management Policy in the Company.
The objective of this policy is to protect the brand, reputation and assets of the Company from loss or damage resulting
from any incidents of fraud or misconduct by employees or other stakeholders of the Company. The policy is available on the
Company website at
16. Secretarial standards
The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of the Board of Directors (SS– 1), Secretarial
Standard on General Meetings (SS–2), Secretarial Standard on Dividend (SS–3) and Secretarial Standard on Report of the Board
of Directors (SS-4). Your Company complies with the same.
The Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as
and when they are made mandatory.
17. Corporate Governance Voluntary Guidelines, 2009
The Company follows the Corporate Governance Voluntary Guidelines, 2009 issued by the Ministry of Corporate Affairs.
18. Compliance with the discretionary requirements
The Company has also ensured the implementation of non-mandatory items such as:
• Unmodified Audit opinions/reporting
• The Head of the Internal Audit Team reporting directly to the Audit Committee
19. Particulars of total fees paid to the Statutory Auditors
Particulars of total fees paid to the Statutory Auditors form part of the note no. 39 of the Consolidated Finance Statement
provided in this Annual Report.
20. Vendor Code of Conduct
In line with the best international governance practices, the Company has prepared the Vendor Code of Conduct that is to
be executed by all the vendors prior to providing their services to the Company. This Code ensures that the vendors of the
Company are following the relevant legal and regulatory compliances applicable to them while working with the Company and
are performing the acceptable business conduct while doing business with or on behalf of the Company.
21. Best Corporate Governance practices
A. Investors Day
The Company celebrated its 9th Annual Investors Day on Friday, December 11, 2018. Annual Investor Day is a complimentary
one-day event to inform retail as well as institutional investors on the Company’s road map ahead. The Company’s future
plans, business insights are conveyed to the Investor Community as a whole for better understanding of the Company’s
business model, revenue / growth model and opportunities for the Company and the IT sector as a whole in the times to
come.