1. Corp Governance Seminar –
CG @ ArcelorMittal & Wipro
MBA 2nd Year
University Institute of Applied Management Sciences
Panjab University, Chandigarh
Sudhendu Bali
16 August, 2010

2. AGENDA 16 AUGUST
• Introduction to both companies – SB
• Each student – 3 minutes to discuss
– Size of Board
– Composition
– Committees
– Independence
– Expertise
• Question & answer – max 2 minutes
• Consider – size of company, employees, plants/locations
& countries operating in, stock exchanges listed
on, complexity of products and markets
serviced, shareholding pattern, voting
rights, complementary/diverse experience of BOD
members

3. PROFILE
• ArcelorMittal is the world's leading steel company, with operations in
more than 60 countries.
• ArcelorMittal is the leader in all major global steel
markets, including automotive, construction, household appliances
and packaging, with leading R&D and technology, as well as
sizeable captive supplies of raw materials and outstanding
distribution networks.
• With an industrial presence in over 20 countries spanning four
continents, the Company covers all of the key steel markets, from
emerging to mature. Through its core values of
Sustainability, Quality and Leadership, ArcelorMittal commits to
operating in a responsible way with respect to the health, safety and
wellbeing of its employees, contractors and the communities in
which it operates.
• In 2009, ArcelorMittal had revenues of $65.1 billion and crude
steel production of 73.2 million tonnes, representing
approximately 8 per cent of world steel output.
• ArcelorMittal is listed on the stock exchanges of New York
(MT), Amsterdam (MT), Paris (MT), Brussels (MT), Luxembourg
(MT) and on the Spanish stock exchanges of
Barcelona, Bilbao, Madrid and Valencia (MTS).

4. CG @ ArcelorMittal
• ArcelorMittal continues to place a strong
emphasis on corporate governance.
ArcelorMittal has six independent directors on its
nine member Board of Directors. ArcelorMittal's
Audit Committee and
Appointments, Remuneration and Corporate
Governance Committee are each comprised of
three independent directors and half of the
members of ArcelorMittal's Risk Management
Committee are required to be independent.

5. Shareholding Structure
• The following table sets forth information on 31 July 2010 with
respect to the beneficial ownership and voting rights of ArcelorMittal
shares by each person who is known to be the beneficial owner of
more than 5% ArcelorMittal's issued share capital and the number of
treasury shares.
• Shares% of issued shares % of voting rights
• Number of shares issued1,560,914,610
• Mittal family 637,338,263 40.83% (42.20%)
• Other public shareholders 873,114,975 55.94% (57.80%)
• According to ArcelorMittal's articles of association, a shareholder
owning 2.5% or more of the share capital must notify ArcelorMittal.
The only registered shareholder owning 2.5% or more but less than
5% of the share capital at 31 July 2010 is the Luxembourg State
with 38,965,330 shares representing 2.50% of the total issued share
capital or 2.58% of the issued share capital less the treasury shares

6. • Lakshmi N. Mittal
BOD
Chairman of the Board of Directors and CEO
• Vanisha Mittal Bhatia (LNM ‘s daughter)
Member of the Board of Directors
• Narayanan Vaghul Chairman ICICI
Member of the Board of Directors - Independent
• Wilbur L. Ross, Jr. served as the Chairman of the ISG Board of Directors since
ISG's inception. Mr Ross is the Chairman and Chief Executive Officer of WL Ross &
Co. LLC, a merchant banking firm
Member of the Board of Directors - Independent
• Lewis B. Kaden Vice Chairman of Citigroup. Prior to that, he was a partner of the
law firm Davis Polk & Wardwell. He has served as a director of Bethlehem Steel
Corporation for ten years
Member of the Board of Directors - Lead Independent Director
• François Pinault founder Artemis Group, a global investment holding company for
retail brands such as FNAC, La Redoute, Conforama, Saint Laurent, Boucheron and
Balenciaga. Artemis also owns the Chateau Latour vineyard in France and Christie's
Member of the Board of Directors - Independent
• Jeannot Krecké represents the Luxembourg govt at the Council of Ministers of the
European Union
Member of the Board of Directors - Non Independent
• Antoine Spillmann an Asset Manager, partner at Bruellan Wealth Management
Member of the Board of Directors - Independent
• H.R.H. Prince Guillaume de Luxembourg
Member of the Board of Directors - Independent
• Secretary to the Company and the Board of Directors: Henk Scheffer, Company
Secretary

7. Wipro
What Wipro Does: transforming your business
• Wipro Technologies, a division of Wipro Limited (NYSE:WIT), is
amongst the largest global IT services, BPO and Product
Engineering companies. In addition to the IT business, Wipro also
has leadership position in niche market segments of consumer
products and lighting solutions. The company has been listed since
1945 and started its technology business in 1980. Today, Wipro
generates USD 6 billion (India GAAP figure 2009-10) of annual
revenues. Its equity shares are listed in India on the Mumbai Stock
Exchange and the National Stock Exchange; as well as on the New
York Stock Exchange in the US.
Wipro makes an ideal partner for organizations looking at
transformational IT solutions because of its core capabilities, great
human resources, commitment to quality and the global
infrastructure to deliver a wide range of technology and business
consulting solutions and services, 24/7. Wipro enables business
results by being a ‘transformation catalyst’. It offers integrated
portfolio of services to its clients in the areas of Consulting, System
Integration and Outsourcing for key-industry verticals.

8. BOD
• Azim H Premji Chairman
• Girish Paranjpe-Joint Chief Executive Officer of IT Business
• Suresh Vaswani-Joint Chief Executive Officer of IT Business
• Suresh Senapati- Legal, Business Planning, Treasury and Controller
• Ashok Ganguly- Chairman of Firstsource Solutions Limited and ABP
Private Limited (Ananda Bazar Patrika Group)
• P M Sinha - xChairman of PepsiCo India Holdings Limited&
Chairman of the Nomination, Governance and Compensation
Committee of Bata India Limited.
• B C Prabhakar- a practicing lawyer
• Dr. Henning Kagermann - President of Acatech (German Academy
of Science and Technology) x-CEO of SAP AG, till 2009
• Shyam Saran - xForeign Secretary, Government of India
• N Vagul - Chairman of the Board of ICICI Limited, Mahindra and
Mahindra Limited, 8 other corporates, Arcelor Mittal
Luxembourg, Arcelor Mittal Europe and Azim Premji Foundation.
• Jagdish Sheth- Professor at Emory University
• William Arthur Owens – xCEO & VC of Nortel Networks Corporation

9. • Corporate Governance
An organization is built on reputation that comes from more than just
business or market performance. It comes from the core values practiced
by the organization. Inherently these values are defined by Integrity.
Integrity lays down the guidelines how we all behave and work. What
follows is a ready reckoner for Wipro employees to consult whenever they
come to a crossroad.
• Guidelines to be followed when there is an ethical dilemma,
– Corporate governance guidelines
– Code of ethics for principal & finance officers
– Code of business conduct and ethics
• Charters of the Committees
– The Audit/Risk and Compliance Committee
– The Board Governance and Nomination Committee
– The Compensation Committee
• Memorandum and Articles of Association of Wipro
• Wipro's ombudsprocess Non employees Employees