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CORPORATE GOVERNANCE

NAME:- ANSARI FARAZ AHMED

ROLL NO:- 06CLASS:- MMS II

DIVISION:- C

Submitted by:- Prof. KAGAL

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WIPRO LTD.

ABOUT WIPRO LTD:-

Overview Wipro Ltd (NYSE:WIT) is a global information technology, consulting and

outsourcing company with 145,000 employees serving over 900 clients in 61 countries.

The company posted revenues of $6.9 billion for the financial year ended Mar 31, 2013.

Wipro helps customers to do business better leveraging our industry-wide experience,

deep technology expertise, comprehensive portfolio of services and a vertically aligned business model. Our 55+ dedicated emerging technologies ‘Centers of Excellence’

enable us to harness the latest technology for delivering business capability to our

clients.

Sales Volumes:- 33,226.50 (in Rs. Cr.)

Market Shares:- RS 565.55

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WIPRO LTD. GROWTH & DIVERSIFICATION:-

I believe that the real problem in these cases was not risk management, but rather, it was the ‘de-risking’and diversification of their business lines that was insufficient and poorly planned. Post the recession too,when economies have gradually limped back to a reasonably stable state, businesses are still struggling toregain pre-recession growth rates and always have the sword of another economic downturn hanging ontheir heads. A recent Automotive report by Wipro and D&B reveals that companies that focused on well

planned diversification of their product and service offerings and actively pursued de-risking by not

placing all their eggs in one basket, were the ones who have registered outstanding growth in the past year. I agree with this thought as there is plenty of evidence in the Indian as well as international markets of de-

risking and diversification being the way to the future.

Alliances Wipro works with alliance partners to offer compelling business propositions for the customers.Our alignment with the technology leaders across various industries enables us to provide our customerswith world-class solutions that transform their business processes.

KEY BENEFITS:-

Creating competitive advantage by understanding the industry and bringing the right combinationof products and services expertise to create a solution

Reduce IT costs by developing and implementing cost-effective solutions at scale

End-to-end seamless solutions to minimize risk.

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WIPRO LTD. JOINT VENTURE & ACQUISITION:-

To accelerate the growth of its $17-billion global healthcare business, General Electric (GE) onFriday announced its decision to integrate all its GE Healthcare units in India and South Asia withthe existing Wipro GE Healthcare joint venture.

Wipro, India’s third largest IT services provider is looking at establishing a strong presence inGermany, one of the under-penetrated IT outsourcing services markets in the European region. Thecompany is planning to grow its presence organically apart from exploring inorganic growth

opportunities to equip itself to participate in large outsourcing deals in the country. In 2005, Wiprohad acquired chip design services provider NewLogic in 2005 for Euro 47 million ($56 million). In2006, it had acquired Enabler for about Euro 41 million

Business process outsourcing giant Wipro Ltd. recently acquired mPower Ltd., a company thatspecializes in software development services, for $28 million. ($52 million).

The acquisition of Promax Applications Group will strengthen Wipro's positioning and capability inmanagement, analytics & optimization of trade promotions, and further extends our leadership inanalytics and information management services. Combining PAG's deep industry expertise with

Wipro's proven experience in delivering end-to-end large business solutions to global clients, willenable our clients to maximize the ROI of Trade Promotion spends", said K.R Sanjiv, Senior VicePresident and Global Head, Analytics and Information Management, Wipro.

Wipro Ltd on Monday said it would acquire Opus Capital Markets Consultants LLC (Opus CMC),a US-based BPO provider of mortgage due diligence and risk management services for $75 million- the company's 20th acquisition since the year 2000.

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WIPRO LTD. VISION STATEMENT:-

To be among the top 10 Global IT & Business Process Outsourcing Service.

Wipro's Mission and Vision:-

Having already achieved the pinnacles of process and quality credentials (through ISO 9000,SEICMM, PCMM and Six Sigma), Wipro's Vision is focused on attaining leadership in the areas of

business, customer and people. Business Leadership: Among the top 10 Information Technology

Services companies globally and theNo.1 Information Technology company in India. Customer

Leadership : The No.1 choice of customers through innovative solutions and Six Sigma processes.

People Leadership : Among the top 10 most preferred employers globally by creating an

environment of empowerment, intellectual challenge and wealth sharing. Brand Leadership : Wipro

to be among the 5 most admired brand in India.

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UNLISTED STRATEGIC RISK

RISK CATEGORY : Strategic Risk

DESCRIPTION : Governance, Risk & Compliance

SOURCE : Enterprises can leverage Wipro's rich experience to architect their risk and compliance

strategy and roadmap. We offer advisory services across:

Business Continuity Management.

Security Maturity and GAP assessments. Internal Control Assessments.

IT Risk Management.

IMPACT MITIGATION :

Our award winning Integrated Governance, Risk and Compliance framework helps enterprises

achieve compliance, if required with multiple regulations, manage risk across the organization and

ensure that IT and security initiatives meet strategic business objectives. Wipro's integrated GRCmethodology helps enterprises implement an effective Unified Control Framework (UCF) to

streamline risk & compliance processes..Our global team of certified GRC experts have years of

experience in architecting & deploying transformational GRC solutions across multiple industry

segments.

Wipro offers full cycle managed services from advisory and implementation to GRC sustenance

support assignments. We provide a co-managed model to support IT GRC lifecycle leveraging a

global delivery model thereby providing a cost effective IT Risk Management solution for our

clients.

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UNLISTED STRATEGIC RISK RISK CATEGORY : Strategic Risk

DESCRIPTION : Eco-system partnerships

SOURCE :

IMPACT MITIGATION :

The strategy is to build strong partnerships in the areas of domain, technology and

geography areas with the objective of driving differentiated solutions and services

working with an active partner ecosystem. The areas more specifically would cover the

following:

Solutions, platforms, competencies in identified areas in industry verticals and

technologies.

Focus areas such as Cloud, Mobility and Analytics. Geography focus the approach to partnerships could take the form of investments

(M&A, minority stakes in companies) or could take the form of an alliance.

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RISK CATEGORY : Strategic Risk DESCRIPTION : Business Governance, Risk and Compliance Consulting

SOURCE :

IMPACT MITIGATION :

Our Governance, Risk and Compliance (GRC) consulting practice can help. We havedeveloped specific solutions that reduce complexity, eliminate duplication of effort and

improve the effectiveness of risk and compliance management activities. What separates Wipro Consulting from others in the GRC space? We not only focus on where

you are today but can help you think ahead with insights into the future, providing thestrategic thinking, program design and implementation and operating capabilities required tocreate a seamless delivery model. Wipro's GRC Consulting helps you lay a strong foundationto optimize success today and tomorrow.

Our Governance, Risk and Compliance solutions include:

Enterprise Risk Management. Governance, Risk and Compliance Technology Advisory.

Information Risk Management.

Compliance Management.

Business Continuity Management.

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RISK CATEGORY : Strategic Risk

DESCRIPTION : Enterprise security services

SOURCE :

IMPACT MITIGATION :

Enterprises can leverage Wipro's rich experience to architect their risk and compliance

strategy. We provide advisory services for IT Risk Management, Business Continuity

Management, Security Maturity and GAP assessments, Internal Control Assessments,

Vendor/Third Party Assessments, Application Risk Assessments, Privacy Assessments,

GRC Automation Strategy, IT Risk Operations and Enterprise IT Compliance

Management.

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UNLISTED STRATEGIC RISK RISK CATEGORY : Strategic Risk DESCRIPTION : Building Solution and People assets

SOURCE :

IMPACT MITIGATION :

The approach is to provide differentiated business value led solutions and services by building skills/expertise internally or hiring lateral talent expertise in relevant industry

domains as well as in specific technologies, System Integration,Program Managementand Architecture competencies.

Driving Domain Centricity – We have institutionalized Domain framework across ourVerticals with three complementary tracks (1) Domain consulting, (2) Domain SpecificSolutions (3) Domain based System Integration. We have a well institutionalizedDomain Career framework with clear role definitions and career path for our teammembers to build the required domain expertise.

Solution Approach – Our Solution design is based on Productized service and Platform based approach to building Solutions which incorporate Technology, Domain andBusiness view. We create this solution portfolio by nurturing high potential and Domaincentric Solutions through long range investments made under our Horizon 2 programs.

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UNLISTED TACTICAL RISK

RISK CATEGORY : Tactical Risk DESCRIPTION : E-Procurement Strategic Sourcing

SOURCE :

IMPACT MITIGATION :

Wipro offers a unique approach to strategic cost reduction and cost management thatstreamlines the processes and uses best practices to optimize the cost structure of an

organization. Wipro’s services include: Strategic Sourcing.

Supply Chain Process Consulting.

Procurement technology enablement.

Low cost country sourcing.

Wipro’s Strategic Cost Reduction uses high end operational techniques to enhance the business value chain and helps in implementing the best practices for its clients bystrengthening business focus and technology expertise. Wipro establishes processes andimplements methodologies that are transformational and extends procurement services,solutions and consulting to source and procure goods and services quickly, efficientlyand cost effectively.

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RISK CATEGORY : Tactical Risk DESCRIPTION : Tactical Asset Allocation

SOURCE :

IMPACT MITIGATION :

The strategy first derives trend scores of the 4 major asset classes: Foreign Equity, US Equity,REITs, Fixed Income that are covered in WIPRO LIMITED 401K PLAN. It then selects thetop 2 risk assets and 1 fixed income asset.

Risk allocation: the risk profile of this portfolio is 40. The total allocation of the 1 fixedincome asset should be at least 40%.

Asset weights: risk assets selected are equally weighted by default.

Fund selection: about 2 top performing funds among 21 available funds in the plan arechosen for each asset selected. They are usually equally weighted within the asset by default.

Rebalance frequency: the portfolio is reviewed by the strategy program monthly and the

above steps are repeated. Asset weights are rebalanced back to target allocation if it isnecessary. During a market downturn, the asset exposure to risk assets might be reduced andis switched to fixed income instead to avoid big loss.

Simulation: Performance data before this portfolio went public on 04/23/2011 are obtainedfrom historical simulation. They are hypothetical.

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RISK CATEGORY : Tactical Risk

DESCRIPTION : Global turmoil makes Wipro rejig string of pearls acquisition plan

SOURCE :

IMPACT MITIGATION :

IT market to reach $110 bn in 2012 MUMBAI: Wipro's much talked about 'string of

pearls' acquisition has been changed in response to the sobering business environmentand the thinking of the new management headed by joint CEOs, Suresh Vaswani andGirish Paranjpe. The new strategy will focus on acquisitions that 'move the meter as awhole' for Wipro Technologies, said chief strategy officer for IT businesses KRLakshminarayana.

So far, Wipro has followed a fairly aggressive acquisition strategy, doing the highestnumber of acquisitions among its peer group of top five software exporters. The string of pearls' strategy, as outlined by Wipro chairman Azim Premji, was to make acquisitions to plug gaps in its client offerings and ramp up quickly in these areas. The company hasinvested over $1 billion in acquisitions across various geographies and service lines — thelargest being that of Infocrossing in 2007.

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UNLISTED OPERATIONAL RISK RISK CATEGORY : Operational Risk

DESCRIPTION : Operational Excellence

SOURCE :

IMPACT MITIGATION :

Sustain Green Leadership in Wipro manufactured products. Continue to drive

delivery and operational excellence through industry standard processes and

global best practices for better customer satisfaction (CSAT) and cost

optimization. As a result of the above, operating income of our IT Products

segment decreased by 44.60%.

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UNLISTED OPERATIONAL RISK

RISK CATEGORY : Operational Risk

DESCRIPTION : Operational Excellence

SOURCE :

IMPACT MITIGATION :

Productivity: Wipro has developed a productivity analytics tool which is capable of

generating actionable insights on engineer / ticket productivity. This has application in

managed services projects on which SLAs are delivered to customers. This tool, which

draws from the ticketing tool, has been implemented in Wipro’s Global Command

Center and in several other projects, and helps productivity measurement improvement

in a scientific manner, based on actual historical data.

Focus on cycle time reduction across Hiring, Fulfillment and Training and Alternatelocal delivery centers for accessing local talent pool company wide Employee Perception

Survey 2013 recorded higher levels of participation as well as higher engagement scores.

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UNLISTED OPERATIONAL RISK

RISK CATEGORY : Human Resource Risk

DESCRIPTION : Employee Centricity

SOURCE :

IMPACT MITIGATION :

We believe that our employees are the heart of our organization; hence a large part of our

management focus is to care and support our employees. Our aim is to create and

nourish the best in class global leadership and provide them unlimited opportunities for

career enhancement and growth. It is our aim to be a truly global company that not only

services global customers but also employs people worldwide.

In our IT Services segments, we had a workforce of over 140,000 as of March 31, 2013.

Voluntary Attrition for the year in our IT Services business segment (excluding BPOoperations and Indian IT operations) on a trailing 12 month basis was 13.7% compared

with 17.5% last year. We consciously enhanced gender diversity with 30% of our

employees being women. We have more than 25,000 employees onsite in customer

locations.

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UNLISTED OPERATIONAL RISK RISK CATEGORY : Human Resource Risk DESCRIPTION : HR Outsourcing Services

SOURCE :

IMPACT MITIGATION :

Wipro's HR Outsourcing practice supports a full spectrum of HR service offerings including payroll along with workforce, learning, recruitment and benefits administration. These are

delivered through a combination of domain experts, proven transition methodology andquality driven operational execution, integrated with apt technology enablers.

We can help customers attain speed to market, lower operating cost, scalable and sustainableservices and continuous improvement innovation.

Our HR BPO provides: Transformation led and technology enabled Shared Service Centers

Enhanced use of HR self-service in client organizations.

HR BPO portfolio.

Transformational engagements. Language services.

Six-Sigma and Lean initiatives.

HR domain skills and process knowledge.

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UNLISTED OPERATIONAL RISK RISK CATEGORY : Human Resource Risk

DESCRIPTION : HR Outsourcing Services

SOURCE :

IMPACT MITIGATION :

Wipro's HR Outsourcing solutions are:Shared services: Local, regional and offshore

services coupled with captive local and remote shared services centers.

HR Consulting Services: HEAT MAPPING, Offshorability Analysis and Gap Analysis

etc.

HR Transformation: Internal transformations, broad HR outsourcing or point solution

outsourcing reduce costs and enable resources to focus on strategy and business

customers, improving service, and enhancing internal customer experience

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UNLISTED OPERATIONAL RISK RISK CATEGORY : Human Resource Risk DESCRIPTION : Human Capital Management

SOURCE :

IMPACT MITIGATION :

Wipro Consulting's Human Capital Practice can help you build a "people plan" based aroundtoday's most effective business transformation options, from deploying new technology to

creating a shared services center to outsourcing and best-shoring. We will match your business needs to your current capabilities by identifying required skill

sets, performance gaps and organization misalignments. Then we will create a roadmap forchange and help define the processes needed for sourcing and recruiting, performancemanagement and development, reward structures, succession and career planning, andknowledge transfer.

Finally, and most importantly, we can create a performance scorecard to measure theefficiency and effectiveness of your new HR plan and help you assess your return oninvestment.

Our experienced consultants have helped solve problems, address challenges and capitalize onopportunities in human resources for clients worldwide in diverse industries includingFinancial Services, Energy and Utilities, Manufacturing, Technology, Telecommunications,Government, Healthcare, and Insurance.

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UNLISTED OPERATIONAL RISK RISK CATEGORY : FINANCIAL Risk

DESCRIPTION : Financial Strategy, Performance Management and Analytics

SOURCE :

IMPACT MITIGATION :

CFOs globally are facing challenges to grow revenue, increase profitability and manage

compliance issues. Their focus is on getting relevant financial insights to make the rightdecisions. They want to take actions proactively to improve the company's performance.

Several early adopters of Financial Analytics have made significant investments to helpaddress their business imperatives. These include activities such as structuring a creditline strategy for a consumer banking scenario, developing an equity research model byusing various fundamental analyses and cash flow analyses or building fraud detectionmodels.

Wipro leverages its expertise across industries like Retail, CPG, Manufacturing, Energy& Utilities, Banking & Financial Services, Healthcare etc. to offer Financial Analyticsservices that deliver stability and sustained growth.

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UNLISTED OPERATIONAL RISK RISK CATEGORY : FINANCIAL Risk DESCRIPTION : Finance Solutions (FS)

SOURCE :

IMPACT MITIGATION :

Finance Solutions (FS) grew 6.2% YoY in constant currency. There was positivemomentum with Retail Banking customers with demand in the US picking-up.

Investment Banking accounts however continued to be stressed which partially offsetthe overall growth.

Finance Solutions is our biggest business in terms of revenue and includes clients inthe banking, insurance and securities & capital market industries. We strive to bringtransformational change to our clients. Our banking practice has partnered with over50 of the world's leading banks including four of the top five banks worldwide andleading banks in the Asia Pacific region. Our insurance practice has beeninstrumental in delivering success for our Fortune 100 insurance clients through our

solutions accelerators, insurance IP, end-to-end consulting services and flexibleglobal delivery models. We have partnered with leading investment banks and stockexchanges worldwide, providing state-of-the-art technology solutions, to addressbusiness priorities including operational efficiency, cost optimization, revenueenhancement and regulatory compliance.

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UNLISTED OPERATIONAL RISK RISK CATEGORY : Safety Risk

DESCRIPTION : Cutting-Edge Capabilities

SOURCE :

IMPACT MITIGATION :

Wipro's innovative industry solutions help 'future proof' your utility business

Utility firms continue to embrace increasing customer engagement, ever changing regulation, integration of

renewable energy and optimization of the energy mix, deployment of smart technology, intelligent investmentfor operational efficiency while aligning to greater competition and regulatory directives with increasing cost

of materials and labor in a challenging economic environment. These trends are making utilities take a fresh

look at technology as a tool to gain competitive advantage. Wipro helps enhance the profitability of Electricity,

Gas and Water Utility firms through innovative solutions that help improve operational efficiency by

standardizing processes at the core of the organization, and help increase revenues by creating differentiated

offerings and processes that involve the consumer.

Our strategy of leveraging cloud, mobility and analytics to execute this dual-front approach of differentiationat the front, and standardization at the core will ensure that you stay ahead of the curve.

Wipro’s Utilities solutions and services for improving customer experience and enhancing revenues are:

Interactive Customer Experience Manager, a unique scoring mechanism promoting better outcomes

Smart Metering and Smart Grid solutions that leverage technology to unlock value for the utility and its

customers.

Environment, health and safety solutions that ensure compliance and community support.

Leveraging analytics for targeted and differentiated initiatives

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