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

Good morning, ladies and gentlemen. I am Gareth Williams, a Director and shareholder of WNS (Holdings) Limited. And I'd like to welcome you to our 2021 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 Government 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 current guidelines of the U.K. and Jersey government as of the date of publication of the notice of the meeting, 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. As it is now 11 a.m. and as we have the necessary quorum, we can begin the meeting. Unless anyone objects, and I propose that the notice of the meeting dated 19th of August 2021 be taken as read. This meeting has been convened to consider the resolutions contained in the notice of the meeting. The resolutions consist of 8 ordinary resolutions, requiring approval by a simple majority of 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 2021, together with the auditor's report on these accounts. Those accounts are available for review by shareholders. Resolution 2 reappoints Grant Thornton Bharat LLP as the auditors of the company until the conclusion of the company's 2022 Annual General Meeting. Resolution 3 approves the remuneration of the auditors. Resolutions 4, 5 and 6 reelect John Freeland, Francoise Gri and Jason Liberty, respectively, as Class III directors of the company. Resolution 7 confirms the appointment of Timothy L. Main as Class I Director of the company. And finally, Resolution 8 approves the remuneration of the directors. I formally propose the resolutions set out in the notice convening this meeting as 8 ordinary resolutions. I will now put the resolutions to the vote. Before I do so, I need to briefly explain the voting procedure. As mentioned in the notice of the meeting, shareholders authorized to attend and vote at the Annual General Meeting are entitled to appoint a proxy or proxies to attend the Annual General Meeting and to vote on his or her behalf. Due to COVID restrictions, the Chairman was appointed as the proxy on behalf of the shareholders. In accordance with Article 76 of the Articles of Association of the company, I hereby demand as Chairman of the meeting that all of 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 one 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. The poll will be taken immediately. As noted, Michael Lynam, on behalf of the Mourant Governance Services (Jersey) Limited, will act as Scrutineer for the poll. [Voting]

I am able to declare that on the basis of the proxies received, each of the resolutions has been passed by the requisite majority. I'm now requesting the Secretary of the meeting to read the resolutions.

Thank you, Gareth. So Resolution 1, that the audited accounts of the company for the financial year ended March 31, 2021, including the report of the auditors, be and are hereby adopted. Of the votes received, 38,064,069 votes were for; 32,534 votes were against; and 80,170 votes were withheld. In relation to Resolution 2, that Grant Thornton Bharat LLP, formerly known as 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, 2022. Of the votes received, 37,825,492 votes were for; 350,348 votes were against; and 943 votes were withheld. Resolution 3, that the sum of USD 630,000, excluding tax and out-of-pocket expenses, and further some of the amount to be determined by the Board of Directors or a committee thereof, provided that such amount will be reported in the company's audited financial statements for the year ended 31st of March 2022, be and is hereby approved as a remuneration being available for the payments of the audit fees to Grant Thornton Bharat LLP as the company's independent auditors for their audit services to be rendered in respect of the company's financial statements for the financial year. Of the votes received, 38,094,258 votes were for; 81,438 votes were against; and 1,077 votes were withheld. Resolution 4, that Mr. John Freeland be and is hereby reelected to hold the office of Class III Director from the date of the Annual General Meeting. Of the votes received, 36,934,425 votes were for; 1,241,983 votes were against -- were for against; and 365 votes were withheld. Resolution 5, that Mr. Francoise Gri be and is hereby reelected to hold the office as Class III Director from the date of the Annual General Meeting. Of the votes received, 34,507,531 votes were for; 3,667,447 votes were against; and 1,795 votes were withheld. Resolution 6, that Mr. Jason T. Liberty be and is hereby reelected to hold the office of Class III Director on the date of the Annual General Meeting. Of the votes received, 38,173,565 votes were for; that 2,841 votes were for against; and 367 votes were withheld. Resolution 7, of the appointment of Mr. Timothy L. Main as a Class I Director of the company, on the recommendation of the Nominating and Corporate Governance Committee and the approval of the Board of Directors effective June 1, 2021, pursuant to Article 108 and 109 of the company's Articles of Association, be ratified and confirmed in all respects. Of the votes received, 37,728,214 votes were for; 448,167 votes were against; and 392 votes were withheld. In respect of Resolution 8, that the sum of USD 6 million be and is hereby approved as the director's 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 March 31, 2022. Of the votes received, 38,048,457 votes were for; 36,685 votes were against; and 91,631 votes were withheld. And that concludes the figures on the resolutions.

Thank you very much, Michael. And I have no prepared remarks to deliver at this time. And therefore, that concludes the business of this 2021 Annual General Meeting and our business this morning. I now formally declare the meeting closed. And I thank you for your attendance.