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The board recognizes the need to understand and control the variety of risks to which the company is exposed. In order to combat these challenges, the board oversees a risk management strategy committee (RMSC) chaired by the chief financial officer. Through this committee the board exercises a framework for managing risk within the group. Five practice panels support the committee and are, respectively, responsible for the areas of delivery, operations, finance, human resource, and sales and marketing. In conjunction with these panels, the RMSC is responsible for the regular evaluation of inherent risks within the business and the identification of controls to address them.

The risk process identifies, evaluates and manages significant risks faced by the group. These risks are first, prioritized and then procedures and processes are put in place to address them.

Clearly defined delegation of responsibilities and authorization levels contribute to a comprehensive system, which exists for controlling these risks and ensuring they are adequately addressed. Core operating procedures common to all areas of the group are clearly documented. The internal audit and quality assurance functions perform regular audits and are part of the fulfillment of line management’s risk management responsibilities.

The external auditors provide a supplementary, independent and autonomous perspective on the overall integrity of those areas of the internal control system, which they assess in the course of their work. Their findings are reported regularly to both the audit committee and the board. The audit committee assesses the evidence provided to them through the various mechanisms and seeks to ensure that the risk management process adequately addresses all of the major risks to the group. To ensure auditor objectivity and independence there is a stringent process in place to approve non-audit work.

The board meets twice in a year to discuss the financial statements of the year and the future business plans for the company. The attendance is strictly maintained and the resulting decisions in the board meetings are well documented with the Finance manager of the company.

The directors are required by US/India company law to prepare financial statements for each financial year, which give a true and fair view of the state of affairs of the group and company as at the end of the financial year and of the profit and cash flows of that year. In preparing those financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently

• ake judgments and estimates that are reasonable and prudent

• state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements

• prepare the financial statements on a going concern basis unless it is inappropriate to presume that the group and company will continue in business

• be responsible for the maintenance and integrity of the company’s website

The directors confirm that they have complied with the above requirements in preparing the financial statements. The directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy, at any time, the financial position of the group and company and enable them to ensure that the financial statements. They are also responsible for the group’s system of internal control and for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Constitution of the Board and its various Committees

Board of Directors

• Mr. K. Venkat reddy, Director

• Mrs. K. Manjulamma, Director

• Mr. K. HemaPrasad, Founder & Director

• Mr. V. Thulasi Ram Sai, Founder & Director

Q: How many members are on Osprosys Board? Will this number change?

A: The board currently consists of 4 members. Under Osprosys bye-laws, the board can change the number of members, as long as there are at least four but no more than 6.

Q: Where can I find Osprosys standards for director independence?

A: The standards we use to assess the independence of our board members are described our Corporate Governance Guidelines.

Q: How long is the term of each director? Do all directors' terms run concurrently?

A: Each director holds office for a five-year term. The board is divided into three classes, with each class comprising approximately one-third of the board members

Q: What is Osprosys doing in the area of corporate citizenship?

A: Osprosys is committed to being a good corporate citizen, playing our full part in society. We seek to understand the impact of our actions on all our clients, employees and the broader community, and we are building mutually beneficial relationships with these groups.

Q: How would you describe the Osprosys ethics and compliance program?

A: Our global Ethics & Compliance Program has full support from the top levels of our company. Our program objectives are to (a) foster the highest ethical standards amongst Osprosys personnel; (b) be effective in preventing, detecting and appropriately reporting and addressing any allegation of misconduct and violations of law by Osprosys personnel; and (c) comply with government standards.

These Organizational Guidelines include "seven standards," which we have built into our program. Here are just a few examples of how we are implementing some of the standards:

While we strive to improve and enhance our Ethics and Compliance Program every day, we know that ethics and integrity are much more than plans and programs. We work to bring these tools to life as each of us nurtures and protects the strong tradition of integrity that we have built over many years.