|WNS (HOLDINGS) LTD filed this Form 20-F on 05/16/2018|
Under our amended policy, each of our non-executive directors must hold at least the amount of vested shares of our company by the fifth anniversary of such directors initial election to the Board as shown in the table below:
In the event a non-executive director holds at least the required valued of our ordinary shares during the required time period, but the value of the directors shares decreases below the shareholding requirement due to a decline in the price of our ADSs, the director shall be deemed to have complied with this policy so long as the director does not sell any shares.
Our amended policy provides that our executive officers are required to hold a multiple of their annual base salary in shares of our company as shown in the table below.
Executive officers have five years to achieve the specified ownership level according to the following build-up schedule: achieving a share ownership level equivalent to 5%, 15%, 30%, 60% and 100% of their specified ownership level in the first, second, third, fourth and fifth year, respectively.
Shares owned by immediate family members and any trust for the benefit only of the executive officer/director or his or her family members are included in the determination of such executive officer/directors share ownership level.