Coforge (COFORGE) investor relations material

Board governance and recent changes

• The board convened to address the recent resignations of two directors, emphasizing that the departures were not personal and resulted from internal audit findings regarding board evaluation report disclosures.

• All seven current directors reaffirmed their commitment to robust governance and shareholder interests.

• The interim chairperson, Vivek Sharma, outlined immediate priorities, including leading the search for two new independent directors and overseeing the chairperson succession process, with Egon Zehnder engaged for the search.

• The board clarified that only independent directors (excluding the interim chair) will be considered for the permanent chair role.

• The board is described as cohesive, with no anticipated further churn, and is focused on maintaining high standards of governance.

Internal audit and board evaluation process

• The internal audit, conducted by KPMG, identified that board evaluation findings were not fully disclosed to all directors, prompting the board to seek explanations from the former chairman and NRC chair.

• The audit scope was expanded to cover completeness, accuracy, and consistency of board reporting, as well as alignment with management information systems and external disclosures.

• The resignations of the chairman and NRC chair followed the audit findings and subsequent board inquiry.

• The board emphasized that the audit process is ongoing for other areas, but the board evaluation matter is considered closed.

• There is no plan for an additional third-party review, as the internal audit was conducted by an external firm.

Board composition, independence, and succession

• The search for new independent directors is global, focusing on governance experience and strategic expertise to strengthen the board.

• Independence in board appointments is rigorously assessed, with the NRC ensuring both regulatory and perceived independence.

• The NRC and board regularly review board composition and skills, with ongoing assessments to ensure alignment with strategic needs.

• The NRC currently has four members, three of whom are independent, ensuring strong independent oversight.

• The board is open to further skill additions if needed, led by the NRC chair.