Corporate Governance Practices | Company Code Of Conduct

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We have established sound corporate governance practices that encourage and mandate accountability and transparency in our decision making. Board oversight of sustainability-related issues is pivotal in driving our sustainability agenda ahead. Our Board of Directors monitors and evaluates our sustainability performance, sets the strategic vision and holds the management accountable for continued progress. This oversight enables us to integrate sustainability considerations into our corporate strategy and ensures they are embedded in our day-to-day operations. Our Board of Directors comprises three standing committees: the Audit Committee, the Compensation Committee and the NCG & ESG Committee. While there is no minimum required attendance, directors are expected to attend all board meetings. In FY 23-24, 100% of directors attended all five board meetings.

WNS Compliance Program Landscape

Policies and Programs

We aim to inculcate and nurture behaviors in our employees that promote a just, equitable, fair and responsible work environment. The policies that we have instituted offer clarity on our expectations of good and ethical conduct in business from employees. They reflect and reinforce our corporate values and act as guardrails against missteps.

The policies that apply to our employees are:

There were no significant instances of non-compliance which led to monetary fines and non-monetary sanctions in FY 2023-24. There have been no cases reported in FY 2023-24 and previous two financial years involving disciplinary action by any law enforcement agency for the charges of corruption against directors / KMPs / employees / business partners that have been brought to our attention. There were no cases of anti-competitive behavior, anti-trust and monopoly practices that led to fines or penalties in F.Y. 2023-24. Furthermore, there were no material breaches in the areas of Conflict of Interest, Money Laundering and Insider Trading in FY 2023-24 and no proven incidents of discrimination during FY 2023-24.

Code of Business Ethics and Conduct (CoBEC)

Our employees provide an annual sign-off on CoBEC, which includes a declaration and an undertaking to adhere to the compliance standards, as a part of their employment terms and conditions. CoBEC is the overarching compliance policy that also underpins other areas of compliance oversight, including:

Reporting, accounting and financial records
Conflict of interest (For more details on mitigation strategies and measures implemented by our organization, please refer to CoBEC)
Anti-money laundering
Insider trading

CoBEC sets the ethical standards for the business and defines the contours of the operating framework for the compliance program. At an operational level, CoBEC prescribes principles and practices that the company and our employees must follow. There is a strong flavor of CoBEC in the Client Gift and Entertainment Guidelines, Supplier Governance framework and Know Your Business Partner evaluation standards, among others. Additionally, we have a section on human rights in our CoBEC policy as a signatory to the UN Global Compact. This initiative reiterates our commitment to the Universal Declaration of Human Rights.

For more information, please refer to our policy.

Whistleblower Policy and Mechanism

WNS empowers its associates to flag issues around non-compliance with rules and regulations, fraud or deficiencies. Complaints are given their due and dealt with expeditiously and complainants are protected from harassment. A complainant can bring an issue to the notice of the appropriate authority anonymously. All complaints are reviewed under the direction of the Audit Committee and oversight by the company’s General Counsel, internal audit manager or such other persons as they determine to be appropriate.

For more information, please refer to our policy.

Responsible Supply Chain and Supply Management Governance Framework

WNS has adopted responsible sourcing as an essential component of our ESG framework. As part of the supplier onboarding process, we prioritize the environmental aspect during supplier onboarding to ensure sustainability throughout our supply chain. We collect suppliers’ information related to their environmental aspects in doing business with WNS. We encourage suppliers to have established environmental policies demonstrating their commitment to pollution prevention, resource conservation and compliance with environmental regulations. We collect information about their efforts on energy efficiency and waste management practices, encouraging the use of renewable energy sources and promoting waste reduction. By requesting transparent environmental reporting and collaborating with suppliers on continuous improvement, we aim to create a greener and more sustainable supply chain for a better environmental future.

The key drivers in this program include:

The Know Your Business Partner (KYBP) program, which allows a risk-based approach in engaging with the suppliers
A robust supplier governance program, where mandatory training and an annual self-certification program ensure the alignment of our suppliers with WNS’ compliance and governance framework
The Supplier Diversity Program (SDP), which helps with the following:
1. Provides a level playing field
2. Creates opportunities in the commercial market
3. Uplifts the economic standards of suppliers from minority, small and disadvantaged communities
We prioritize the environmental aspect during supplier onboarding to ensure there is an understanding of sustainable practices that
The supplier awareness program, where we focus on supplier engagement to jointly establish the highest levels of governance for the business

Each of the above elements has provided a new impetus to the organization’s sustainability goals.

Supplier Code of Conduct

WNS is committed to protecting human rights and prohibiting child labor or forced labor, not only in its business but also in the entire value chain. The undertone of our Responsible Sourcing agenda is about ensuring good governance in the supply chain as well.

As an extension of our commitment to the United Nations Global Compact (UNGC) toward fair labor practices, the procurement team leads the initiatives under the supply management function by ensuring transparency and accountability of the supplier toward prevention of modern slavery, bribery and corruption in the supply chain. This is achieved through an annual self-assessment and awareness program designed to achieve alignment in the compliance of the suppliers, with WNS governance standards. The above principles are amply articulated in the WNS Supplier Code of Conduct and is integrated into the supplier management function, through contractual obligation and with a mandatory consent as a pre-requisite for supplier onboarding.

For more information, please refer to our policy.

Supplier Diversity Program

We support and promote diverse businesses that may be small, disadvantaged and under-represented. The Supplier Diversity Program (SDP) offers a competitive marketplace to deserving suppliers and promotes an environment of merit-based evaluation and selection.

As a part of this initiative, suppliers can provide their diversity status if they fall into one or more of the following categories:

Small businesses (indigenous, local businesses)
Underrepresented businesses (owned and managed by disadvantaged communities)
Distanced businesses (located in remote or tribal areas, with little or no access to commercial markets)

WNS is dedicated to establishing a robust ecosystem of suppliers from various backgrounds. Through its Supplier Diversity Program, WNS guarantees equal opportunities for all suppliers to participate in our procurement process while actively promoting engagement with suppliers representing diverse communities. We encourage diverse suppliers to provide their information profiles via our supplier onboarding platform.

Risk Management

Our dedication to proactive risk management is based on an extensive Enterprise Risk Management (ERM) framework. We strategically link our corporate objectives with this multi-layered framework, enabling us to detect, evaluate and manage a wide range of risks. Some of these include threats to brand reputation, operational difficulties, strategic uncertainty, compliance obligations, cyber security and concerns regarding reporting accuracy. We actively take measures to mitigate risks, thereby preserving and upholding stakeholder confidence.

We have implemented targeted risk management and assurance programs that support our apex ERM framework that include regular risk assessments on an ongoing basis. Risks within the ERM program are reassessed at least on a six-monthly basis along with senior management to assist in continual monitoring of current and upcoming risks that WNS may be exposed to. Adequate review procedures have also been established to evaluate the risk exposure for periodical reporting to various stakeholders i.e. audit & risk committee members, board members etc. and in order to ensure that necessary risk mitigation measures are put in place. We conduct trainings on risk management principles for our employees, focused sessions for senior management and board members, and incorporate risk criteria in the development of our services and products and while procuring 3rd party services. This approach helps ensure that the appropriate controls and mitigation techniques are in place while paying special attention to high-priority risks, and to enable us to manage specific areas of concern effectively.

Collectively, these initiatives highlight our commitment to maintaining the highest levels of risk management and resilience throughout the organization while strategically navigating uncertainty and seizing chances for long-term growth.

Digital Security and Customer Privacy

Digital security and customer privacy norms are critical considerations for any organization. A strong set of norms not only mitigates cyber vulnerability but also helps build trust and loyalty with partners and clients. At WNS, we take these factors seriously and ensure that we adhere to strict guidelines to safeguard both our data and our client’s data. Any personal data collected from our clients for the delivery of services is kept secure in line with applicable laws and regulations. We not only obtain the required permissions before doing so, but clients can also withdraw consent if required. We have formulated our information security framework based on ISO 27001 guidelines.

Our information security team conducts periodic risk assessments of the organization and our client’s environments. This enables us to identify any vulnerability and take corrective and preventive measures by installing a robust control structure. In addition, we have instituted a formal data privacy policy to ensure our data privacy efforts comply with the various data protection acts and rules as applicable

WNS has achieved ISO 27001 information security certification and is the Payment Card Industry Data Security Standard (PCI DSS) certified under the category of Level 1 Service Provider for all client processes that either store, process or transmit cardholder information. In addition, we also undergo enterprise-wide SSAE 19 / ISAE 3402 SOC 1 and SOC 2 Type 2 audits for our general control environment. All employees of WNS complete a mandatory computer-based Information Security Awareness Program (iSAP) and electronically sign off on an information security handbook, which is an extract of the Information Security Policy. There were no substantial complaints received concerning breaches related to customer privacy during the current financial year. We also ensure that each team member completes training in the Code of Business Ethics and Conduct (CoBEC). Employees are also made aware of disciplinary actions associated with any policy violations or data breaches.

WNS’ dedicated Information Security team, led by the Chief Information Security Officer, works toward ensuring compliance and strengthening the company’s security posture. This is accomplished through regular effectiveness reviews and audits of implemented controls, robust incident management practices, and identification and recommendation of new controls. The company’s compliance status is periodically shared with the Risk Committee. The Risk Committee, which oversees the Information Security program, comprises top company management, including the leadership group and is chaired by our Group CEO.

Download WNS’ ESG Report