SEC Filings

WNS (HOLDINGS) LTD filed this Form 20-F on 05/16/2018
Entire Document

Table of Contents

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 director’s initial election to the Board as shown in the table below:




Share Ownership Guidelines

For Non-Executive Directors (except Board Chairman)


3.0 x value of annual share grant in $

For the Board Chairman


4.0 x value of annual share grant in $

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 director’s 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.




Share Ownership Guidelines

Group Chief Executive Officer


4.0 x annual base salary

Chief Operating Officer


2.0 x annual base salary

Chief Financial Officer


1.5 x annual base salary

Chief People Officer


1.0 x annual base salary

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/director’s share ownership level.