Persistent Systems

Shaping the future of software driven business

Report of the Directors •

Declaration of Independence by Independent Directors

The Board confirms that all Independent Directors of your Company have given a declaration to the Board that they meet the

criteria of independence as prescribed under Section 149 of the Act and Reg. 16(1)(b) of the Listing Regulations.

Separate meeting of the Independent Directors has been held during the financial year 2018-19 in which the Independent

Directors have transacted the following business:

Reviewed performance of the Management of the Company;

Discussed the quality, quantity and timeliness of the flow of information between the Directors and the Management of

the Company;

Discussed the strategic matters of the Company and current state of the global IT industry; and

Reviewed performance of Non-Independent Directors

Committees of the Board

The details of the powers, functions, composition and meetings of all the Committees of the Board held during the year under

report are given in the Report on Corporate Governance forming part of this Annual Report.

Audit Committee

The details pertaining to the composition, terms of reference and other details of the Audit Committee of the Board of Directors

of your Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance

forming part of this Annual Report. The recommendations of the Audit Committee in terms of its Charter were accepted by the

Board of Directors of your Company from time to time during the year under Report.

Compensation and Remuneration Committee

The Compensation and Remuneration Committee of the Board was constituted on April 23, 2004. In terms of the erstwhile

SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (‘SEBI ESOP Guidelines’), your

Company re-constituted the Compensation and Remuneration Committee for the administration and superintendence of the

employee stock options schemes on October 4, 2007.

The Board of Directors at its meeting held in April 2014 named this Committee as the Nomination and Remuneration Committee

for the purpose of provisions under the Act. As regards the terms of the Compensation and Remuneration Committee of your

Company, the same are in line with the statutory terms of the Nomination and Remuneration Committee.

The details including the composition and terms of reference of the Compensation and Remuneration Committee and the

meetings thereof held during the financial year and the Remuneration Policy of the Company are given in the Report on

Corporate Governance section forming part of this Annual Report.

Nomination and Governance Committee

The Board of Directors at its meeting held in April 2014 named this Committee as the Nomination and Remuneration Committee

for the purpose of provisions under the Act. As regards the terms of the Nomination and Governance Committee of your

Company, the same are in line with the statutory terms of the Nomination and Remuneration Committee.

The details including the composition and terms of reference of the Nomination and Governance Committee of the Board

of Directors of your Company and the meetings thereof held during the financial year are given in the Report on Corporate

Governance section forming part of this Annual Report.

The policy for appointment of a new director on the Board is as follows:

The Board of Directors decides the criteria for the appointment of a new director on the Board from time to time. The criteria

may include candidate’s expertise area, age, industry experience, professional background, association with other companies

and such other things.

Once the criteria are determined, the Board directs the Nomination and Governance Committee to compile profiles of suitable

candidates through networking, industry associations and business connects. The Nomination and Governance Committee

considers each and every profile on the decided parameters and shortlists the candidates. Shortlisted candidates are then

interviewed personally or through tele-conference by the Members of the Committee.