SEC Filings

S-8
WNS (HOLDINGS) LTD filed this Form S-8 on 10/31/2018
Entire Document
 


Table of Contents

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

The Registrant’s Articles of Association provide that, insofar as the Companies (Jersey) Law 1991 (the “1991 Law”) allows and to the fullest extent permitted thereunder, the Registrant may indemnify any person who was or is involved in any manner (including, without limitation, as a party or witness), or is threatened to be made so involved, in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) (including, without limitation, any Proceeding by or in the right of the Registrant to procure a judgment in its favor, but excluding any Proceeding brought by such person against the Registrant or any affiliate of the Registrant) by reason of the fact that he is or was an officer, secretary, servant, employee or agent of the Registrant, or is or was serving at the request of the Registrant as an officer, secretary, servant, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against all expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such Proceeding.

Article 77 of the 1991 Law provides that any provision, whether contained in the articles of, or in a contract with, a company or otherwise, whereby the company or any of its subsidiaries or any other person, for some benefit conferred or detriment suffered directly or indirectly by the company, agrees to exempt any person from, or indemnify any person against, any liability which by law would otherwise attach to the person by reason of the fact that the person is or was an officer of the company shall be void, except for a provision for exempting a person from or indemnifying the person against:

 

  (a)

any liabilities incurred in defending any proceedings (whether civil or criminal):

 

  (i)

in which judgment is given in the person’s favor or the person is acquitted

 

  (ii)

which are discontinued otherwise than for some benefit conferred by the person or on the person’s behalf or some detriment suffered by the person, or

 

  (iii)

which are settled on terms which include such benefit or detriment and, in the opinion of a majority of the directors of the company (excluding any director who conferred such benefit or on whose behalf such benefit was conferred or who suffered such detriment), the person was substantially successful on the merits in the person’s resistance to the proceedings;

 

  (b)

any liability incurred otherwise than to the company if the person acted in good faith with a view to the best interests of the company;

 

  (c)

any liability incurred in connection with an application made under Article 212 in which relief is granted to the person by the court; or

 

  (d)

any liability against which the company normally maintains insurance for persons other than directors.

The 1991 Law does not prevent a company from purchasing and maintaining for any such officer insurance against any such liability.

The Registrant maintains directors and officers insurance to protect the Registrant’s officers and directors from specified liabilities that may arise in the course of their service to the Registrant in those capacities.

 

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