orporate Governance
Corporate governance is about maximizing shareholder value legally, ethically and on a sustainable basis, while ensuring
fairness to every stakeholder - our customers, employees, investors, vendor-partners, the governments of the countries in
which we operate, and the community. Thus, corporate governance is a reflection of our culture, policies, our relationship
with stakeholders and our commitment to values.
We believe that sound corporate governance is critical to enhance and retain investor trust. Accordingly, we always seek to
ensure that we attain our performance rules with integrity.
Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures always seek to attain the
best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect
minority rights in all our business decisions.
We continue to be a pioneer in benchmarking our corporate governance policies with the best in the world. Our efforts are
widely recognized by investors in India and abroad. We have undergone the corporate governance audit by ICRA and
CRISIL. ICRA has rated our corporate governance practices at CGR 1. CRISIL has assigned CRISIL GVC Level 1 rating to
us.
We have complied with the recommendations of the Narayana Murthy Committee on Corporate Governance constituted by
the Securities and Exchange Board of India (SEBI).
Corporate Governance Philosophy
Our corporate governance philosophy is based on the following principles:
Satisfy the spirit of the law and not just the letter of the law
Corporate governance standards should go beyond the law
Be transparent and maintain a high degree of disclosure levels
When in doubt, disclose
Make a clear distinction between personal conveniences and corporate resources
Communicate externally, in a truthful manner, about how the Company is run internally
Comply with the laws in all the countries in which the Company operates
Have a simple and transparent corporate structure driven solely by business needs
Management is the trustee of the shareholders' capital and not the owner
Board composition
At the core of our corporate governance practice is the Board, which oversees how the management serves and protects
the long-term interests of all our stakeholders. We believe that an active, well-informed and independent Board is necessary
to ensure the highest standards of corporate governance. The majority of the Board, eight out of 15, are independent
members.
Further, we have audit, compensation, investor grievance, nominations and risk management committees, which comprise
independent directors.
As a part of our commitment to follow global best practices, we comply with the Euroshareholders Corporate Governance
Guidelines 2000, and the recommendations of the Conference Board Commission on Public Trusts and Private Enterprises
in the U.S. We also adhere to the UN Global Compact Program.
For more information, download our Annual Report
orporate Governance
Corporate governance is about maximizing shareholder value legally, ethically and on a sustainable basis, while ensuring
fairness to every stakeholder - our customers, employees, investors, vendor-partners, the governments of the countries in
which we operate, and the community. Thus, corporate governance is a reflection of our culture, policies, our relationship
with stakeholders and our commitment to values.
We believe that sound corporate governance is critical to enhance and retain investor trust. Accordingly, we always seek to
ensure that we attain our performance rules with integrity.
Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures always seek to attain the
best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect
minority rights in all our business decisions.
We continue to be a pioneer in benchmarking our corporate governance policies with the best in the world. Our efforts are
widely recognized by investors in India and abroad. We have undergone the corporate governance audit by ICRA and
CRISIL. ICRA has rated our corporate governance practices at CGR 1. CRISIL has assigned CRISIL GVC Level 1 rating to
us.
We have complied with the recommendations of the Narayana Murthy Committee on Corporate Governance constituted by
the Securities and Exchange Board of India (SEBI).
Corporate Governance Philosophy
Our corporate governance philosophy is based on the following principles:
Satisfy the spirit of the law and not just the letter of the law
Corporate governance standards should go beyond the law
Be transparent and maintain a high degree of disclosure levels
When in doubt, disclose
Make a clear distinction between personal conveniences and corporate resources
Communicate externally, in a truthful manner, about how the Company is run internally
Comply with the laws in all the countries in which the Company operates
Have a simple and transparent corporate structure driven solely by business needs
Management is the trustee of the shareholders' capital and not the owner
Board composition
At the core of our corporate governance practice is the Board, which oversees how the management serves and protects
the long-term interests of all our stakeholders. We believe that an active, well-informed and independent Board is necessary
to ensure the highest standards of corporate governance. The majority of the Board, eight out of 15, are independent
members.
Further, we have audit, compensation, investor grievance, nominations and risk management committees, which comprise
independent directors.
As a part of our commitment to follow global best practices, we comply with the Euroshareholders Corporate Governance
Guidelines 2000, and the recommendations of the Conference Board Commission on Public Trusts and Private Enterprises
in the U.S. We also adhere to the UN Global Compact Program.
For more information, download our Annual Report
LIBC/2929611.3 Virtusa Corporation
Nominating and Corporate Governance Committee Charter
I. General Statement of Purpose
The Nominating and Corporate Governance Committee of the Board of Directors (the
“Nominating Committee”) of Virtusa Corporation (the “Company”) on behalf of the Board of
Directors (the “Board”) is responsible for identifying individuals qualified to become board
members, consistent with criteria approved by the Board, and recommending that the Board
select the director nominees for election at each annual meeting of stockholders. The Nominating
Committee is also responsible for developing and recommending to the Board a set of Corporate
Governance Guidelines applicable to the Company, and a Code of Business Conduct and Ethics
applicable to all Company employees, directors and officers, periodically reviewing such
guidelines and code of ethics and recommending any changes thereto, and overseeing the
evaluation of the Board and management.
II. Nominating Committee Composition
The number of individuals serving on the Nominating Committee shall be fixed by the
Board from time to time but shall consist of no fewer than two (2) members, each of whom shall
satisfy the independence standards established pursuant to Rule 4200(a)(15) of the Marketplace
Rules of the National Association of Securities Dealers, Inc.
The members of the Nominating Committee shall be appointed annually by the Board
and may be replaced or removed by the Board at any time with or without cause. Resignation or
removal of the director from the Board, for whatever reason, shall automatically constitute
resignation or removal, as applicable, from the Nominating Committee. Vacancies occurring, for
whatever reason, may be filled by the Board. Unless a Chairman is designated by the Board, the
members of the Nominating Committee may designate a Chairman by majority vote of the full
Nominating Committee.
III. Meetings
The Nominating Committee generally is to meet in person or by conference telephone or
other communications equipment by means of which all persons participating in the meeting can
hear each other, as deemed necessary by the Nominating Committee. A majority of the members
of the Nominating Committee shall constitute a quorum for purposes of holding a meeting and
the Nominating Committee may act by a vote of a majority of members present at such meeting.
In lieu of a meeting, the Nominating Committee may act by unanimous written consent.
2 LIBC/2929611.3
IV. Responsibilities and Authority
The following responsibilities are set forth as a guide to fulfilling the Nominating
Committee’s purposes, with the understanding that the Nominating Committee’s activities may
diverge as appropriate given the circumstances. The Nominating Committee’s purpose and
responsibilities shall be as set forth below.
A. Selection of New Directors
• Establish criteria for Board and committee membership, which shall include
a description of any specific, minimum qualifications that the Nominating
Committee believes must be met by a Nominating Committee-recommended
nominee, and a description of any specific qualities or skills that the
Nominating Committee believes are necessary for one or more of the
Company’s directors to possess, and annually reassess the adequacy of such
criteria.
• Review the composition and size of the Board to ensure that the Board is
comprised of members possessing the proper expertise, skills, attributes and
personal and professional backgrounds for services as a director of the
Company, as determined by the Nominating Committee.
• Establish a policy with regard to the consideration of director candidates
recommended by stockholders. The current policy is that the Nominating
Committee will review and evaluate the qualifications of any director
candidates who have been recommended by securityholders in compliance
with the procedures established from time to time by the Nominating
Committee, and conduct inquiries it deems appropriate. The Nominating
Committee will consider for nomination any such proposed director candidate
who is deemed qualified by the Nominating Committee in light of the
minimum qualifications and other criteria for Board membership approved
from time to time.
• Establish procedures to be followed by securityholders in submitting
recommendations for director candidates to the Nominating Committee.
• Establish a process for identifying and evaluating nominees for the Board,
including nominees recommended by securityholders.
• Upon identifying individuals qualified to become members of the Board,
consistent with the minimum qualifications and other criteria approved by the
Board from time to time, recommend that the Board select the director
nominees for election at each annual meeting of stockholders; provided that, if
the Company is legally required by contract or otherwise to provide third
parties with the ability to nominate individuals for election as a member of the
Board (pursuant, for example, to the rights of holders of preferred stock to
3 LIBC/2929611.3
elect directors upon a dividend default or in accordance with shareholder
agreements or management agreements), the selection and nomination of such
director nominees shall be governed by such contract or other arrangement
and shall not be the responsibility of the Nominating Committee. In
circumstances that it deems appropriate, the Nominating Committee may also
request that the full Board consider for nomination additional director
candidates that may or may not meet the minimum qualifications for a
candidate to be recommended by the Nominating Committee.
• Consider recommendations for director nominees in light of the requirement
that a majority of the Board be comprised of directors who meet the
independence requirements established pursuant to Rule 4200(a)(15) of the
Marketplace Rules of the National Association of Securities Dealers, Inc.
• Recommend that the Board select the directors for appointment to
committees of the Board.
B. Code of Business Conduct and Ethics
• Develop and recommend to the Board a Code of Business Conduct and Ethics
applicable to all Company employees, directors and officers.
• Review and assess the adequacy of the Code of Business Conduct and Ethics
periodically, but at least annually, and recommend any proposed changes to the
Board for approval.
• Collaborate with the Company’s officers and legal counsel to publicly
disclose any amendments to the Code of Business Conduct and Ethics required
to be disclosed by any applicable governmental authority or regulatory body.
• Collaborate with the Company’s officers and legal counsel to develop a
means by which allegations of violations of or non-compliance with the Code
of Business Conduct and Ethics can be reported in a confidential matter.
C. Corporate Governance Guidelines
• Develop and recommend to the Board a set of Corporate Governance
Guidelines applicable to the Company.
• Review and assess the adequacy of the Corporate Governance Guidelines
annually and recommend any proposed changes to the Board for approval.
4 LIBC/2929611.3
D. Evaluation of Board of Directors and Key Officers
• Oversee annual evaluation of the Board and its committees and the
Company’s Chief Executive Officer and President and Chief Operating
Officer for the prior fiscal year.
E. Review of Charter
• Review and reassess the adequacy of this Charter annually and submit any
proposed changes to the Board for approval.
F. Annual Performance Evaluation of the Nominating Committee
• Perform an annual performance evaluation of the Nominating Committee
and report to the Board on the results of such evaluation.
V. Additional Nominating Committee Authority
The Nominating Committee is authorized, on behalf of the Board, to do any of the following, as
the Nominating Committee deems necessary or appropriate in its discretion:
A. Matters Relating to Retention and Termination of Search Firms to Identify
Director Candidates
• Exercise sole authority to retain and terminate any search firm that is to be
used to assist in identifying director candidates. The Nominating Committee
shall also have sole authority to approve any such search firm’s fees and other
retention terms.
B. Succession Planning
• Exercise sole responsibility to develop a succession plan for the Chief
Executive Officer. In addition, the Nominating Committee shall be
responsible for reviewing and approving the corporate succession plans for the
other key officers of the Company.
VI. General
• The Nominating Committee may establish and delegate authority to
subcommittees consisting of one or more of its members, when the
Nominating Committee deems it appropriate to do so in order to carry out its
responsibilities.
• The Nominating Committee shall make regular reports to the Board
concerning areas of the Nominating Committee’s responsibility.
5 LIBC/2929611.3
• In discharging its role, the Nominating Committee is empowered to inquire
into any matter that it considers appropriate to carry out its responsibilities,
with access to all books, records, facilities and personnel of the Company. The
Nominating Committee shall have the authority to request that any officer or
employee of the Company, the Company’s outside legal counsel, the
Company’s independent auditor or any other professional retained by the
Company to render advice to the Company attend a meeting of the
Nominating Committee or meet with any members of or advisors to the
Nominating Committee.
• In carrying out its responsibilities, the Nominating Committee shall be
entitled to rely upon advice and information that it receives in its discussions
and communications with management and such experts, advisors and
professionals with whom the Nominating Committee may consult. The
Nominating Committee shall also have the authority to engage legal,
accounting or other advisors to provide it with advice and information in
connection with carrying out its responsibilities and shall have sole authority
to approve any such advisor’s fees and other retention terms.
• The Nominating Committee may perform such other functions as may be
requested by the Board from time to time.
ADOPTED: April 1, 2007
