WNS (Holdings) Limited (WNS) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by and welcome to the 2020 Annual Shareholders Meeting WNS (Holdings) Limited. [Operator Instructions] I would now like to hand the conference over to your speaker today, Mr. Gareth Williams, Chair of the meeting. Please go ahead, sir.

Thank you, Catherine. Good morning, ladies and gentlemen. I am Gareth Williams, a Director and a shareholder of WNS (Holdings) Limited, and I would like to welcome you to our 2020 Annual General Meeting. In accordance with Article 72 of the Articles of Association of the company, I shall preside as Chairman of the meeting. I have asked Michael Lynam, on behalf of Mourant Secretaries (Jersey) Limited, to act as Secretary of the meeting. Michael Lynam, on behalf of Mourant Governance Services (Jersey) Limited, will act as Scrutineer to report on the holders of ordinary shares and the number of such shares represented in person or by proxy at this meeting and to compute the votes in respect of the resolutions to be voted on a poll at this meeting. As a result of the ongoing COVID-19 outbreak, and in particular, the imposition of mandatory measures by the U.K. and Jersey government related to social distancing and the prohibition of indoor public gatherings, this Annual General Meeting is being run as a closed meeting. And the company's shareholders are not able to attend in person. Shareholders are able to listen to the meeting virtually in accordance with the instructions given in the notice of this meeting. Please note that any shareholder listening to this meeting in this way will not be able to vote on the resolutions proposed at the meeting or ask questions and are not considered as attending the meeting for the purposes of Jersey Law or the company's Articles of Association. So let me move on to the business of the meeting. As it is now 11:00 a.m. GMT, Greenwich Mean Time, and as we have the necessary quorum, we can begin the meeting. Unless anyone objects, I propose that the notice of the meeting dated 21st of August 2020 be taken as read. Thank you. There are no objections to that. This meeting has been convened to consider the resolutions contained in the notice of the meeting. The resolutions include: 8 ordinary resolutions requiring approval by a simple majority of the votes cast by those members present and voting, either in person or by proxy; and 1 special resolution requiring approval by a majority of 2/3 or more of the votes cast by those members present and voting either in person or by proxy. The 8 resolutions to be passed as ordinary resolutions, in summary, do the following: Resolution 1 adopts the company's accounts for the year ended 31st of March 2020, together with the auditors' report on those accounts. Those accounts are available for review by shareholders. Resolution 2 reappoints Grant Thornton India LLP as auditors of the company until the conclusion of the company's 2021 Annual General Meeting. Resolution 3 approves the remuneration of the auditors. Resolutions 4, 5 and 6, reelect Michael Menezes, Keith Haviland and Keshav R. Murugesh, respectively, as Class II Directors of the company. Resolution 7 approves the remuneration of the Directors. Resolution 8 increases the number of ordinary shares and ADSs available for grant under the 2016 Incentive Award Plan and adopts the company's second amended and restated 2016 Incentive Plan to reflect such increase. The one resolution to be passed as a special resolution, in summary, does the following. Resolution authorizes the purchase of ADSs effective from April 1, 2021, and up to and excluding the date of the third anniversary of the effective date, subject to a minimum and maximum price and an aggregate limit on the ADSs to be purchased. I formally propose the resolutions set out in the notice convening this meeting as 8 ordinary resolutions and 1 special resolution. I will now put the resolutions to the vote. Before doing so, I need to briefly explain the voting procedure. In accordance with Article 76 of the Articles of Association of the company, I hereby demand as Chairman of the meeting that all the resolutions be voted on as a poll. On a poll, each holder of ordinary shares in the company who is present in person and/or by proxy is entitled to 1 vote for each share held by him or her. Resolutions 1 to 8 will be passed if approved by more than 50% of the votes cast. Resolution 9 will be passed if approved by more than 2/3 of the votes cast. The poll will be taken immediately. As noted, Michael Lynam, on behalf of Mourant Governance Services (Jersey) Limited, will act as Scrutineer for the poll. I am able to declare that on the basis of the proxies received and my polling card, each of the resolutions has been passed by the requisite majority. I'm requesting the Secretary of the meeting to read the resolutions. The results of each resolution are as follows, and I will hand over to Michael to detail these.

Thank you, Gareth. Resolution 1 that the audited accounts of the company for the financial year ended March 31, 2020, including the report of the auditors, be and are hereby adopted. Of the votes received 46,175,059 were for, 221 votes were against and 188,849 votes were withheld. Resolution 2, that Grant Thornton India LLP be and hereby reappointed as the company's independent auditors until the next Annual General Meeting of the company to be held in respect of the financial year ending March 31, 2021. Of the votes received 45,992,774 votes were for, 316,411 votes were against and 79,072 votes were withheld. Resolution 3. A sum of USD 595,000 be and hereby approved as a remuneration being available for the payment of the audit fees to Grant Thornton India LLP as the company's independent auditors for the audit services to be rendered in respect of the company's financial statements for the financial year. Of the votes received, 46,197,309 votes were for, 111,664 votes were against and 79,284 votes were withheld. Resolution 4 that Mr. Michael Menezes be and hereby reelected to hold the office of Class II Director from the date of the Annual General Meeting. Of the votes received, 45,623,396 votes were for, 719,041 votes were against and 45,820 votes were withheld. Resolution 5 that Mr. Keith Haviland be and is hereby reelected to hold the office as a Class II Director from the date of the Annual General Meeting. Of the votes received, 46,144,927 votes were for, 197,409 votes were against and 45,920 votes were withheld. Resolution 6 that Mr. Keshav R. Murugesh be and is hereby reelected to hold the office as a Class II Director from the date of the Annual General Meeting. Of the votes received, 46,144,910 votes were for, 197,145 votes were against and 46,202 votes were withheld. Resolution 7. A sum of USD 6 million be and is hereby approved as the Directors remuneration for the period from the Annual General Meeting until the next Annual General Meeting of the company to be held in respect of the financial year ending 31st of March 2021. Of the votes received, 46,085,266 votes were for, 38,849 votes were against and 264,142 votes were withheld. Resolution 8, that the increase in the ordinary shares/ADSs available for grant under the 2016 Incentive Award Plan by 2.2 million ordinary shares/ADSs and the company's second amended and restated 2016 Incentive Award Plan, substantially in the form set out in Appendix B of the proxy statement, to reflect such increase be approved and adopted. Of the votes received, 29,452,568 votes were for, 16,851,299 votes were against and 84,390 votes were withheld. Resolution 9 that the company be and is hereby generally and unconditionally authorized, a, pursuant to Article 57 of the Companies (Jersey) Law 1991, to make market purchases of ADSs provided that: the maximum number of ADSs thereby authorized to be purchased under this authority is 3.3 million; minimum price, exclusive of many expenses, which may be paid for the ADSs, shall be USD 10; the maximum price, exclusive of any expenses, which may be paid for an ADS, shall be USD 110. The authority thereby conferred shall be effective from the 1st of April 2021, the effective date, and up to and excluding the date of the third anniversary of the effective dates. And pursuant to Article 58A of the Companies (Jersey) Law 1991, to hold as treasury shares any ordinary shares represented by the ADSs purchased under the authority conferred by paragraph (a) of this resolution. Of the vote received, 31,491,860 votes were for, 14,675,315 votes were against and 220,732 votes were withheld. That concludes the voting on the resolutions.

Thank you very much, Michael, for dealing with that. I have no prepared remarks to deliver at this time. In that context, that concludes the business of this 2020 Annual General Meeting and our business this morning. I do want to thank everybody involved who made the holding of this meeting possible in these very challenging times. I now formally declare the meeting closed. Thank you for your attendance today.

Thank you very much.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect. Everyone, have a great day.