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.

• The board reaffirmed its commitment to robust governance, transparency, and acting in shareholders' best interests.

• Vivek Sharma was introduced as interim chairperson until January 2027, with a clear statement that he will not be a candidate for the permanent chair role.

• The board is actively searching for two new independent directors, supported by Egon Zehnder, with a focus on governance experience and strategic expertise.

• The chairperson selection process will consider both current and new directors, ensuring objectivity and adherence to governance standards.

Internal audit and board evaluation process

• The internal audit, conducted by KPMG, identified that board evaluation reports were not fully shared with all directors, and key findings were not disclosed or discussed.

• Only the two directors who have since resigned were questioned regarding these discrepancies; no further board churn is anticipated.

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

• The board acted in its fiduciary capacity to seek explanations and ensure governance standards, with no impact on company operations or financials.

• Future internal audit plans will continue to evolve based on risk profiling, with new areas such as AI governance being added as needed.

Board composition, independence, and succession

• The search for new independent directors is global, targeting candidates with deep professional and governance expertise.

• Independence is a central criterion for all board appointments, with rigorous processes and shareholder approval for recent appointments.

• The NRC, now led by Beth Boucher, has three independent directors out of four members, ensuring strong independent oversight.

• Board composition and skills are regularly reviewed to align with evolving strategic needs and shareholder value creation.

• The board is committed to maintaining continuity and enhancing competencies as required.