Exhibit 99.12
FORM OF RELEASE TO STOCK EXCHANGES DATED OCTOBER 19, 2016
STOCK EXCHANGE INTIMATION
The Board of Directors in their meeting held on October 14, 2016, on the recommendation of Nomination and Remuneration Committee, have approved the revised annual compensation of U.B. Pravin Rao, Chief Operating Officer and Whole Time Director of the Company, with effect from November 1, 2016, subject to the approval of the shareholders.
Key Management Personnel (KMP) | Designation | Fixed Salary in INR p.a | Variable Salary in INR p.a# |
U.B. Pravin Rao* | Chief Operating Officer | 4,62,50,000 | 3,87,50,000 |
* | revised salary and Restricted stock units (RSU) / Employee Stock Option (ESOP) grants is subject to shareholders approval |
# | on achievement of targets set by the Board. |
Based on fiscal 2016 performance, 27,250 restricted stock units (RSU) and 43,000 stock options (ESOP) would be granted once approved by Shareholders. This grant will be under the 2015 Stock Incentive Compensation Plan (2015 plan), approved by the shareholders vide postal ballot dated March 31, 2016. These RSUs and stock options would vest over a period of 4 years and shall be exercisable within the period as approved by the Nomination and Remuneration Committee. The exercise price of the RSUs will be equal to the par value of the shares and the exercise price of the stock options would be the market price as on the date of grant, as approved by the shareholders. RSUs and stock options, in future periods, will be granted on achievement of performance conditions, as may be decided by the Nomination and Remuneration Committee.
The Board of Directors in their meeting held on October 14, 2016, on the recommendation of the Nomination and Remuneration Committee, have approved the revised compensation structure of Mohit Joshi, Rajesh K Murthy, Ravikumar S, Sandeep Dadlani, David Kennedy, M.D. Ranganath, Krishnamurthy Shankar and Manikantha AGS with effect from November 1, 2016. The Audit committee in their meeting held on October 13, 2016, resolved to include Mohit Joshi, Sandeep Dadlani, Rajesh K Murthy, RaviKumar S., Krishnamurthy Shankar and David Kennedy as key managerial personnel (KMP) as defined under Ind-AS 24 – Related Party Disclosures effective from the date of the meeting. Dr. Vishal Sikka, U.B. Pravin Rao, M.D. Ranganath and Manikantha AGS are key managerial personnel as defined under Section 2 (51) of the Companies Act, 2013.
KMP | Designation | Fixed Salary in US $ p.a | Variable Salary in US $ p.a# |
David Kennedy | General Counsel & Chief Compliance Officer | 557,500 | 472,500 |
Mohit Joshi | President | 625,000 | 500,000 |
Rajesh K. Murthy | President | 540,000 | 450,000 |
Ravi Kumar S. | President | 625,000 | 500,000 |
Sandeep Dadlani | President | 625,000 | 500,000 |
TOTAL in US $ per annum | 2,972,500 | 2,422,500 | |
Total in INR ^per annum (A) | 197,671,250 | 161,096,250 |
^converted@ 66.50 per US$
KMP | Designation | Fixed Salary in INR p.a | Variable Salary in INR p.a# |
M.D. Ranganath | Chief Financial Officer | 2,00,00,000 | 2,00,00,000 |
Krishnamurthy Shankar | Group Head - Human Resources | 2,34,30,204 | 1,86,15,000 |
Manikantha A G S | Company Secretary | 37,18,781 | 12,71,566 |
Total in INR per annum (B) | 4,71,48,985 | 3,98,86,566 | |
GRAND TOTAL (A+B) | 24,48,20,235 | 20,09,82,816 | |
Rounded off (In crore) | 24 | 20 |
# on achievement of targets set by the Company.
Based on fiscal 2016 performance, aggregate RSU's of 245,750 and ESOP's of 502,550 will be granted to the KMP as mentioned below with effect from November 1, 2016 under the 2015 Stock Incentive Compensation Plan (2015 plan), approved by the shareholders vide postal ballot dated March 31, 2016. These RSUs and stock options would vest over a period of 4 years and shall be exercisable within the period as approved by the committee. The exercise price of RSUs will be equal to the par value of the shares and the exercise price of the stock options would be the market price as on the date of grant or the price as determined under the applicable law in respective jurisdictions. The details of the Stock incentive units to be granted is as under:
Number of Stock Incentive units to be granted | ||
KMP | Number of RSUs | Number of ESOPs |
Mohit Joshi | 52,350 | 1,12,750 |
Rajesh K. Murthy | 45,000 | 96,900 |
Ravi Kumar S. | 52,350 | 1,12,750 |
Sandeep Dadlani | 52,350 | 1,12,750 |
M.D. Ranganath | 30,650 | 48,400 |
Manikantha A G S | 1,000 | – |
Krishnamurthy Shankar | 12,050 | 19,000 |
TOTAL | 2,45,750 | 5,02,550 |