Annual Report 2016-17

Annual Report 2016-17

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D. Nomination and Governance Committee

Brief description

The Nomination and Governance Committee of the Board was constituted on August 21, 2008.

The Committee was formed mainly to ensure overall diversity of representatives and provide guidance to the Board for

appointment of top management and to address issues such as required e[pertise, background, leadership skills, time

availability, conpict of interest, willingness to participate actively and inter-organizational relationships of the proposed

appointee as a Director or member of the senior management. The Committee's constitution was changed during

onancial year 2016-17 by inducting Mr. Thomas Kendra, Director in place of Dr. Anant Jhingran, Director with effect from

November 3, 2016.

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 Companies Act, 2013 with respect to the terms of the Nomination

and Governance Committee of the Company covered under the statutory terms of the Nomination and Remuneration

Committee.

Table 12 gives the present composition of the Nomination and Governance Committee of the Board of Directors as on

March 31, 2017.

Table 12: Composition of the Nomination and Governance Committee

Name of the Director

Category

Mr. Pradeep Bhargava

Chairman of the Committee and Independent Director

Ms. Roshini Bakshi

Independent Director

Mr. Sanjay Bhattacharyya

Independent Director

Mr. Thomas Kendra*

Independent Director

Mr. Prakash Telang

Independent Director

Mr. Kiran Umrootkar

Independent Director

* The designation of Mr. Kendra has been changed to 'Non-E[ecutive Non-Independent Director' effective from April 1, 2017.

The Company Secretary of the Company is the Secretary of the Committee.

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 qualioed to serve as e[ecutive directors, non-e[ecutive directors and

independent directors

iv. To provide its recommendation to the Board for appointment of CEO

v. 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 e[pires and

when he or she has a signiocant 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

i[. To recommend to the Board, candidates for

a) nomination for re-election of Directors by the Shareholders and

b) any Board vacancies which are to be olled 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