|WNS (HOLDINGS) LTD filed this Form 20-F on 05/16/2018|
Changes in Internal Control over Financial Reporting
Management has evaluated, with the participation of our Group Chief Executive Officer and Group Chief Financial Officer, whether any changes in our internal control over financial reporting that occurred during the period covered by this annual report on Form 20-F have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on the evaluation we conducted, management has concluded that no such changes have occurred.
Our Audit Committee members are Messrs. Michael Menezes (Chairman), John Freeland, Keith Haviland and Mario Vitale and Ms. Francoise Gri. Each of Messrs. Menezes, Freeland, Haviland and Vitale and Ms. Gri is an independent director pursuant to the applicable rules of the Commission and the NYSE. See Part I Item 6. Directors, Senior Management and Employees A. Directors and Executive Officers for the experience and qualifications of the members of the Audit Committee. Our Board of Directors has determined that Mr. Menezes qualifies as an audit committee financial expert as defined in Item 16A of Form 20-F.
We have adopted a Code of Business Ethics and Conduct that is applicable to all of our directors, senior management and employees. The Code of Business Ethics and Conduct was amended in October 2016 to refresh our core purposes and values. We have posted the code on our website at www.wns.com. Information contained in our website does not constitute a part of this annual report. We will also make available a copy of the Code of Business Ethics and Conduct to any person, without charge, if a written request is made to our General Counsel at our principal executive offices at Gate 4, Godrej & Boyce Complex, Pirojshanagar, Vikhroli (W), Mumbai 400 079, India.
Principal Accountant Fees and Services
Grant Thornton India LLP has served as our independent public accountant for the fiscal year ended March 31, 2018. The following table shows the fees we paid or accrued for audit and other services provided by Grant Thornton India LLP and Grant Thornton member firms for the years ended March 31, 2018 and March 31, 2017.
Audit fees: This category consists of fees billed for the audit of financial statements, quarterly review of financial statements and other audit services, which are normally provided by the independent auditors in connection with statutory and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements and include the group audit; statutory audits required by non-US jurisdictions; consents and attest services.
Audit-related fees: This category consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by an external auditor, and includes service tax certifications and out of pocket expenses.
Tax fees: This category includes fees billed for tax audits.
Audit Committee Pre-approval Process
Our Audit Committee reviews and pre-approves the scope and the cost of all audit and permissible non-audit services performed by our independent auditor. All of the services provided by Grant Thornton India LLP and Grant Thornton member firms during the last fiscal year have been pre-approved by our Audit Committee.