Structure and Membership
Procedure and Administraton
Authority and Responsibilites
Delegation of Duties
WNS (HOLDINGS) LIMITED
COMPENSATION COMMITTEE CHARTER
Original version dated June 29, 2006
Version no. 2 dated July 20, 2011
Version no. 3 dated July 16, 2013
Version no. 4 dated May 9, 2014
This Charter of the Compensation Committee (this or the “Charter” or Compensation Committee Charter”) was adopted by the Board of Directors (the “Board”) of WNS (Holdings) Limited (the “Company”) on June 29, 2006. The Compensation Committee considered further changes to the Charter on July 20, 2011, July 16, 2013 and May 9, 2014.
The purpose of the Compensation Committee (the “Committee”) of the Board of the Company is (1) to discharge the Board’s responsibilities relating to compensation of the Company’s executives, including by designing (in consultation with management or the Board), recommending to the Board for approval and evaluating the compensation plans, policies and programs of the Company; (2) to review and recommend to the Board the compensation for the chief executive officer (“CEO”) in the light of the Boards evaluation of the CEO’s performance; (3) to review and approve appropriate level of compensation to the executive officers (as named by the Board) and senior management of the Company (Senior Management for the purpose shall mean personnel of the company who are members of its management council and normally this would comprise all members of management one level below the executive directors) and to determine basis of performance target levels and compensation linked to such performance targets; and (4) to the extent required, to produce an annual report on executive compensation in accordance with applicable rules and regulations. The Committee shall ensure that compensation programs are designed to encourage high performance, promote accountability and assure that employee interests are aligned with the interests of the Company’s shareholders.
In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company’s Articles of Association. The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee hereunder) shall be at the Committee’s sole discretion. While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board. To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated to it.
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II. STRCUTURE AND MEMBERSHIP
Number. The Committee shall consist of at least three members of the Board.
Independence. Each of whom shall be determined by the Board to be
“independent” under the listing standards of the New York Stock Exchange (the
“NYSE”) as in effect from time to time. Further, at least two members of the
Committee shall each (1) be a “non-employee director” within the meaning of
Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”),
and (2) be an “outside director” under the regulations promulgated under Section
162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).
Chair. Unless the Board elects a Chair of the Committee, the Committee shall
elect a Chair by majority vote.
Compensation. The compensation of the Committee members shall be determined
by the Board based on the recommendation made by the Nominating & Corporate
Selection and cessation. The members of the Committee shall be appointed by the
Board on the recommendation of the Nominating & Corporate Governance
Committee. The Board may remove members of the Committee with or without
cause. Any member may voluntarily retire from the Committee with a notice to
the Board. A Board member ceasing to be a director automatically ceases to be a
member of the Committee.
Secretary. The Secretary of the Board shall also be the Secretary of the
Committee who shall be responsible to co-ordinate meetings of the Committee
and record minutes of discussion at the meetings of the Committee.
Any action duly taken by the Committee shall be valid and effective, whether or not the
members of the Committee at the time of such action are later determined not to have
satisfied the requirements for membership provided herein.
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III. PROCEDURE AND ADMINISTRATION
Meetings. The Chair (or in his or her absence, a member designated by the
Chair) shall preside at each meeting of the Committee and set the agendas for
Committee meetings. The Committee shall have the authority to establish its
own rules and procedures for notice and conduct of its meetings so long as they
are not inconsistent with any provisions of the Company‘s Articles of
Association that are applicable to the Committee. The Committee meet on a
regularly scheduled basis at least two times per year and more frequently as the
Committee deems necessary or desirable. The Committee may also conduct
meetings over teleconference, video conference or through electronic means
where all members are clearly audible to each other. The minutes of
Committee meeting shall be final and conclusive.
Attendance at the Committee meetings. All non-executive directors who are not
members of the Committee may attend and observe meetings of the Committee,
but shall not participate in any discussion or deliberation unless invited to do so
by the Committee, and in any event shall not be entitled to vote. The Committee
may, at its discretion, include in its meetings members of the Company‘s senior
management, representatives of the independent auditor, the internal auditor,
any other financial personnel employed or retained by the Company, external
advisors and consultants or any other persons whose presence the Committee
believes to be necessary or appropriate. Notwithstanding the foregoing, the
Committee may also exclude from its meetings any persons it deems
appropriate, including but not limited to, any non-management director who is
not a member of the Committee.
Consulting arrangements. Consistent with the applicable requirements of the
Securities Exchange Act, 1934 ("the 1934 Act") and NYSE listing standards, the
have the authority, in its sole discretion, to retain or obtain the advice
of, and/or terminate the engagement of, as needed, any independent counsel,
compensation and benefits consultants and other outside experts or advisors
as the Committee believes to be necessary or appropriate (“compensation
advisors”); provided that, preceding any such retention or advice, the
Committee must take into consideration all factors, including any applicable
factors under NYSE rules, relevant to the compensation adviser‘s
independence from management;
be directly responsible for the appointment, determination of
compensation and oversight of the work of any compensation advisors
retained by the Committee;
subject to any exceptions under NYSE listing standards, undertake an
analysis of the independence of each compensation advisor to the
Committee, taking into consideration all factors relevant to that person‘s
independence from management, including the independence factors
specified in the applicable requirements of the 1934 Act and NYSE listing
standards, with such analysis to occur prior to selection of such
compensation advisor and as appropriate thereafter; and
have such additional authority and responsibility as may be required from
time to time under the rules and guidelines of the 1934 Act and NYSE
The Company shall provide for appropriate funding, as determined by the
Committee in its sole discretion, for payment of compensation to a compensation
advisor retained by the Committee.
Report to the Board. The Committee shall report to the Board regularly through
the Chair of the Committee. The minutes of the Committee Meetings shall be
tabled at the next available meeting of the Board.
Investigations. The Committee shall have the authority to conduct or authorize
investigation into any matters within the scope of its responsibilities as it shall
deem appropriate, including the authority to request any officer, employee or
adviser to meet with the Committee or any advisers engaged by the Committee.
Annual self-evaluation. The Committee shall evaluate its own performance, at
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IV. AUTHORITY AND RESPONSIBILITIES
The Committee shall, at least annually, review the compensation philosophy of
Executive Officers‘ Compensation. The Committee shall, at least annually, review
and approve corporate goals and objectives relating to the compensation of the
executive officers including the chief financial officer (“CFO”), the chief peoples
officer (“CPO”) and the chief operating officer (“COO”) and evaluate their
performance in light of those goals and objectives and determine and approve
their compensation based on such evaluation. In determining the long-term
incentive component of the executive officers‘ compensation, the Committee shall
consider the Company‘s performance and relative shareholder return, individual
contribution to the growth, top leadership capabilities, the value of similar
incentive awards at comparable companies, and the awards given to the said
officers in the past years.
Senior Management compensation. The Committee shall, at least annually, review
and approve all compensation for the Senior Management members and all other
officers (as such term is defined in Rule 16a-1 promulgated under the 1934 Act),
directors and all other employees of the Company or its subsidiaries with a base
salary greater than or equal to $300,000 per year, provided that no more than a
total of 10 officers (including the Company‘s chief executive officer), directors or
other employees of the Company shall have a base salary greater than or equal to
$300,000 per year.
Executive Director‘s compensation. The Committee shall review either alone or
if directed by the Board in conjunction with the other independent directors on the
Board, and approve or make recommendations to the Board with respect to direct
and indirect compensation to executive directors including the CEO.
Plan recommendation & approvals. The Committee shall make recommendations
to the Board with respect to executive officers and senior management‘s
compensation, incentive-compensation plans and equity-based plans and shall
review and approve all officers‘ employment agreements and severance
Administration of Plans. The Committee shall manage and periodically review all
annual bonus, long-term incentive compensation, stock option, employee pension and welfare benefit plans (including 401(k), employee stock purchase plan, long-term incentive plan, management incentive plan and others), and with respect to
each plan shall have responsibility for:
setting performance targets under all annual bonus and long-term
incentive compensation plans as appropriate and committing to writing
any and all performance targets for all executive officers who may be
“covered employees” under Section 162(m) of the Code and within the
first 90 days of the performance period to which such target relates or, if shorter, within the period provided by Section 162(m) of the Code in order
for such target to be “pre-established” within the meaning of Section
shorter, within the period provided by Section 162(m) of the Code in order
for such target to be “pre-established” within the meaning of Section
approving all amendments to, and terminations of, all compensation plans
and any awards under such plans;
granting any awards under any performance-based annual bonus, long-term incentive compensation and equity compensation plans to executive
officers or current employees with the potential to become the CEO or an
executive officer, including stock options and other equity rights (e.g.,
restricted stock, stock purchase rights);
approving which executive officers are entitled to awards under the
Company‘s stock option plan(s); and
repurchasing securities from terminated employees.
All plan reviews should include reviewing the plan‘s administrative costs,
reviewing current plan features relative to any proposed new features, and
assessing the performance of the plan‘s internal and external administrators if
any duties have been delegated.
The Committee shall establish and periodically review policies concerning
The Committee shall periodically review the need for a Company policy
regarding compensation paid to the Company‘s executive officers in excess of
limits deductible under Section 162(m) of the Code.
The Committee shall determine the Company‘s policy with respect to change of
control or “parachute” payments.
To the extent required, the Committee shall prepare and approve the
Compensation Committee report to be included in each of the Company‘s annual
The Committee shall evaluate its own performance on an annual basis, including
its compliance with this Charter, and provide any written material with respect to
such evaluation to the Board, including any recommendations for changes in
procedures or policies governing the Committee. The Committee shall conduct such evaluation and review in such manner as it deems appropriate.
The Committee shall review and reassess this Charter at least annually and submit
any recommended changes to the Board for its consideration.
V. DELEGATION OF DUTIES
In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of
its responsibilities to a subcommittee of the Committee. In particular, the Committee
shall be entitled to appoint a subcommittee of the Committee (a “Qualifying
Subcommittee”) composed of two or more “outside directors” under the regulations
promulgated under Section 162(m) of the Code and, if Section 16(b) under the 1934 Act
is applicable, “non-employee directors” within the meaning of Rule 16b-3 of the 1934
Act, and delegate to such Qualifying Subcommittee its responsibilities set forth in
paragraphs 3 and 5 of Section IV above or for any matters that involve executive
compensation or any matters where it has determined such compensation is intended to
comply with Section 162(m) of the Code by virtue of being approved by a committee of
“outside directors” or is intended to be exempt from Section 16(b) under the 1934 Act
pursuant to Rule 16b-3 by virtue of being approved by a committee of “non-employee
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