Whistle Blower Policy
Summary:
Mindtree Minds are guided by Mindtree's values system – Collaborative Spirit, Unrelenting
dedication & Expert thinking. These values are the very fabric of Mindtree and have been
integrated into every system and process that is followed. A Mindtree Mind is expected to 'conduct
in the highest standard of integrity. He or she should be transparent in transactions with respect to
professional standards, work ethics and laws of the land. In case of conflict, they are expected to
stay with the right and not the convenient
Clause 49 of the Listing Agreement between listed companies and the Stock Exchanges inter alia,
provides for a non-mandatory requirement for all listed companies to establish a mechanism called
'Whistle Blower Policy'for employees to report to the management, any instance of unethical
behavior, actual or suspected, fraud or violation of the company's code of conduct or ethics policy.
Accordingly, this Whistle Blower Policy ("the Policy") has been formulated with a view to provide
a mechanism for Mindtree Minds to approach the CPC / Chairman of the Audit Committee.
Objective:
To establish a mechanism to report to the management any concerns about unethical behavior,
actual or suspected fraud or violation of the Integrity Policy. To ensure that adequate safeguards
shall be provided to the Whistle Blowers against any victimization or vindictive practices like
retaliation, threat or any adverse (direct or indirect) action on their employment.
Applicability:
All Mindtree Minds including contract and the probationary employees.
Policy:
The Whistle Blower's responsibility ends with reporting the Secured Disclosure as defined in
the process
 Neither the Respondent nor the Whistle Blower can be part of the investigating team
 The Whistle Blower policy is an extension of Mindtree's Integrity policy and allows secured
disclosures of the nature o Corporate Governance

o
Related Party Transactions
o
Siphoning of funds
o
Non compliance to the law of the land
o
Concealing legal mandatory disclosures
o
Breach of fiduciary responsibilities
o
Financial Irregularities
o
Sexual Harassment
o
Misuse of Intellectual Property
o
Breach of Integrity
o
Any suspicious activity / event which indicates a potential threat to the security of Mindtree's
assets and employees
Process
 Any Mindtree Mind making a Secure Disclosure against a respondent shall post the same in
the Whistle Blower section on PeopleHub. On submission of the Secured Disclosure, the
CPC would be intimated through an e-mail.
 Secured Disclosures should be factual and not speculative. It should contain as much
specific information as possible.
 Wherever applicable, CPC shall conduct a formal investigation based on the information
provided in the Secured Disclosure. The Respondent has a responsibility to co-operate with
the CPC on the investigation by reporting all pertinent facts and concealing none.
 CPC may at its discretion involve other Investigators for the purpose of investigation
 If the respondent to the Secure Disclosure is a member of the CPC, the disclosure shall be
routed to the appropriate Committee as defined below
 The identity of a Respondent and the Whistle Blower will be kept confidential to the extent
possible given the legitimate needs of law and the investigation. However, this is not a
system where anonymous secured disclosures can be investigated.
 The investigation would be completed within 30 working days from the date of reporting
the Secured Disclosure and the Respondent will be informed of the outcome of the
investigation. Any public disclosure of the investigation results can be done after obtaining
the consent of the Respondent, unless such disclosure is required under applicable law.
 Mindtree's culture conforms to non vindictive environment. Mindtree guarantees every
Mindtree Mind that he would not be jeopardized only for reporting any Secured Disclosure
under this policy.
 Subsequent to the reporting of any Secured Disclosure, if any Whistle Blower perceives that
he is being subject to any victimization by virtue of his disclosure can bring to the notice of
either of the following people for investigation and appropriate remedial action: CEO & MD
of Mindtree Ltd currently Mr. Krishnakumar Natarajan;
Clauses Not Covered Above
 Respondent of any Secured Disclosure is deemed not guilty till the outcome of the
investigation is concluded against his favor
 While the Policy is intended to provide protection to any Mindtree Mind who makes a
Secured Disclosure, it is critical to note that any frivolous and mala-fide disclosures made
knowingly, would be subject to appropriate disciplinary action.
 The CPC shall report on a periodic basis to the Chairman of the Audit Committee and the
Executive Chairman of Mindtree, the details of the Secured Disclosures and the Outcome of
the investigations
 This policy can be amended at the sole discretion of Mindtree.
 The current members for the various Committees are mentioned in the appended tables
Mindtree Mind
Person who is on rolls of Mindtree.
He and His
He / She and his / her respectively
Integrity Policy
Mindtree's code of conduct, Integrity and ethics policy as published on
the PeopleHub.
Audit Committee
The Audit Committee that is constituted by the Board of Directors of
Mindtree in accordance with Section 292A of the Companies Act, 1956
and read with Clause 49 of the Listing Agreement with the Stock
Exchanges
Respondent
A Mindtree Mind against whom a Secured Disclosure has been made.
Secured Disclosure
Any communication made in good faith that discloses breach of the
Integrity policy.
Whistle Blower
Mindtree Mind making a Secured Disclosure under this Policy.
Culture Protection
Committee (CPC)
The committee constituted to investigate complaints raised through
Whistle blower system
Internal Board
Constituted by the CMD, COO and President and CEOs of the IT
Services and PES business
PeopleHub
The Intranet of Mindtree where Secured Disclosures can be made
Prevention of Sexual The committee constituted to investigate complaints pertaining to sexual
Harassment
harassment
Committee
Sexual Harassment
It would mean and include any action as defined under Mindtree's
Policy against harassment
Related Party
Transaction
Any transaction which comes within the scope of the definition as under
Accounting Standard 18 of the ICAI
Committee Name
Committee Members
CPC
Ramachandran Narayanaswamy
Chitra P Byregowda
Veena Rajappa
Rostow Ravanan
Prevention of Sexual Harassment Committee
Veena Rajappa
Jyothi Bacche
Suresh H P
Ramachandran Narayanaswamy
Chitra P Byregowda
Usha R (NGO)
Audit Committee
Albert Hieronimus
V G Siddhartha
Ramesh Ramanathan
Apurva Purohit
Parthasarathy N S
Krishnakumar Natarajan
Subroto Bagchi
Internal Board
Category ;
If the Respondent is a Member(s) of CPC,
Internal Board or Head-Accounting
If the Respondent is any
other Mindtree Mind
Breach of
Integrity
Internal Board excluding the Respondent
CPC
Sexual
Harassment
prevention of sexual harassment committee
prevention of sexual
harassment committee
Corporate
Governance
Audit Committee
CPC
Financial
Irregularities
Audit Committee
CPC
IP Misuse
Internal Board excluding the Respondent
CPC
Threat to
Security
Internal Board excluding the Respondent
CPC