Wipro Limited

Nomination and Remuneration policy

I. Background and Objective

The Companies Act, 2013 (“Companies Act”) and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”) require a listed company to adopt a policy with respect to appointment of Directors
and remuneration of Directors, Key Managerial Personnel (KMP) and other employees.

This policy (“Policy”) encapsulates the nomination and remuneration philosophy of Wipro Limited
(“Wipro” or “Company”) in line with the Corporate Governance Guidelines adopted by the Board
of Directors (“Board”). The Policy also lays down the criteria for determining qualifications,
competencies, positive attributes and independence for appointment of Directors and policies of
the Company relating to remuneration of Directors, KMP and other employees.

II. Nomination and Remuneration Philosophy

We believe that human capital is our most important asset required in fulfilling our business
objectives. Our human resource philosophy is designed to build a best-in-class organisational
culture to attract, nurture and retain talent across levels, globally. We continually strive to foster
an environment that enhances skills and leadership qualities among our global teams. We also
believe that a well-designed, consistently applied compensation program is fundamental to the
creation of sustainable workforce over the long-term.

These objectives are achieved by following a well-defined hiring strategy and compensation
program that links performance, efforts and achievements of Directors, KMP and other employees
to the Company’s goals and long-term objectives. The compensation structure is merit-based,
market-led and benchmarked against industry standards.

The Board Governance, Nomination and Compensation Committee administers and oversees the
Nomination and Remuneration Policy and its implementation.

III. Appointment of Directors, KMP and Other Senior Management personnel

Appointment of Directors and KMP and other Senior Management personnel is approved by the
Board based on the recommendations of the Board Governance, Nomination and Compensation
Committee, and is subject to approval of Shareholders, wherever applicable.

The Board Governance, Nomination and Compensation Committee is guided by its charter and
also by the Company’s Corporate Governance Guidelines in appointment of Directors, KMP and
Senior Management personnel and other employees. Among other things, the following criteria
is to be considered:

 Qualification, expertise and experience in their respective fields such as Information

Technology Business, Scientific Research & Development, International Markets,
Leadership, Risk Management and Strategic Planning etc.

1
  Personal characteristics which align with the Company’s values, such as integrity,
accountability, financial literacy, high performance standards, etc.
 Diversity of thought, experience, knowledge, perspective and gender in the Board.
 Such other criteria as prescribed in the Corporate Governance Guidelines of the Company
or prescribed by the Board from time to time.

In addition, the candidates identified for appointment as Directors should not be disqualified under
applicable provisions of the Companies Act 2013. Candidates identified for appointment as
Independent Directors should also satisfy prescribed criteria for independence under applicable
provisions of Companies Act 2013, SEBI Listing Regulations and NYSE regulations.

In case of re-appointment of Independent Directors, the Board Governance, Nomination and

Compensation Committee takes into consideration the performance evaluation of the
Independent Directors and their engagement level.

The tenure of appointment of a Managing Director, Whole-time Director and Independent Director
shall be decided by the Board on the basis of the recommendations of the Board Governance,
Nomination and Remuneration Committee and shall be as per applicable provisions of
Companies Act 2013 and SEBI Listing Regulations.

The Whole-time Directors, KMP and Senior Management personnel and other employees are
subject to retirement and removal as per the applicable provisions of Companies Act, 2013 and
prevailing retirement policy of the Company and the Company’s Code of Conduct.

IV. Remuneration of Directors, KMP and other employees

The compensation structure is to be aligned to overall philosophy of the Company to attract,

nurture and retain high quality talent. Remuneration of Directors, and KMP shall be approved by
the Board based on the recommendations of the Board Governance, Nomination and
Compensation Committee, and shall be subject to approval of the Shareholders, wherever
applicable. Remuneration of other employees may be decided by the management of the
Company.

In determining the remuneration of Directors, KMP, Senior Management personnel and other
employees, the following criteria is considered:

 The balance between fixed and variable pay reflecting short and long term performance
objectives, appropriate to the working of the Company and its goals.
 Alignment of remuneration of KMP and Directors with long-term interests of the Company
 Independent Directors and Directors forming part of the Promoter and Promoter Group
shall not be entitled to receive stock options.
 Company’s performance vis-à-vis the annual achievement, individuals’ performance vis-
à-vis KRAs/KPIs, industry benchmark and current compensation trends in the market.

The Independent Directors are entitled to receive remuneration as hereunder:

 Sitting fees for each attending meetings of the Board or Committee(s) within the overall
limits prescribed under the Companies Act.
 Commission on a quarterly basis, subject to total commission payable to Independent
Directors shall not exceed 1% of the net profits of the Company during any financial year.

2
 The commission is payable on pro-rata basis to those Directors who occupy office for part
of the year.
 Reimbursement of expenses for participation in Board/Committee meetings.

V. Disclosures

Keeping in spirit with Wipro’s high standards of governance and transparency, necessary
disclosures regarding appointment and remuneration of Directors and KMP shall be made as per
requirements of Companies Act 2013 and SEBI Listing Regulations. Such disclosures may be
made in the annual report, notice to shareholders, regulatory filings, etc.

VI. Review of Policy

The Board Governance, Nomination and Compensation Committee may review the Policy from
time to time and recommend necessary changes to the Board for approval, due to change in
applicable laws or otherwise as may be required.