The Board of Directors (the “Board”) of StarTek, Inc. (the “Company”) has established and appointed members to the Compensation Committee (the “Committee”). The purpose of the Committee is

(i) to assist the Board by discharging the Board’s responsibilities relating to compensation of the Company’s executive officers (as defined pursuant to Section 16 of the Securities Exchange Act of 1934 and the rules promulgated thereunder),

(ii) to take all actions required in connection with the reporting of executive compensation under the rules of the Securities and Exchange Commission, and

(iii) to provide general oversight of the Company’s compensation philosophy and objectives.

The Committee has the authority and responsibilities described in this Charter. This Charter has been adopted by the Board. The Committee will review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board.

The Audit Committee is a standing committee of the Board of Directors. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibility relating to

(i) the integrity of the Company’s financial statements and financial reporting process and the Company’s systems of internal accounting and financial controls;

(ii) the performance of the internal audit services function;

(iii) the annual independent audit of the Company’s financial statements, the engagement of the independent auditors and the evaluation of the independent auditors’ qualifications, independence and performance;

(iv) the compliance by the Company with legal and regulatory requirements, including the Company’s disclosure controls and procedures;

(v) the evaluation of enterprise risk issues; and

(vi) the fulfillment of the other responsibilities set out herein.

The Committee has the responsibilities and powers set forth in this Charter. Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, for the appropriateness of the accounting principles and reporting policies that are used by the Company and for implementing and maintaining internal control over financial reporting. The independent auditors are responsible for auditing the Company’s financial statements and internal control over financial reporting, and for reviewing the Company’s unaudited interim financial statements.

The Committee, in carrying out its responsibilities, believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances. The Committee will take appropriate actions to set the overall corporate “tone” for quality financial reporting, sound business risk practices, and ethical behavior.

In fulfilling its purpose, it is the responsibility of the Committee to maintain free and open communication between the Committee, independent auditors, the internal auditors, and management of the Company, and to determine that all parties are aware of their responsibilities.