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Presentation 1 INFOSYS(2)

Presentation 1 INFOSYS(2)

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Corporate Governance

WINNING EMPLOYEES GROWING INVESTORS

Presented by :Mahesh Parmar Poonam Ullal Divya Parmar Deepak Sharma

DELIGHTED CUSTOMERS

HAPPY SOCIETY

TRUSTED SUPPLIERS

SATISFIED GOVERNMENT AND REGULATORS

Corporate Governance

“Satyam Vada Dharmam Chara”
“Forever speak the truth and follow the dharma” - Taittariya Upanishad

Corporate Governance What is Governance? “Corporate Governance is the application of best management practices. Compliance of law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders”. -The Institute of Company Secretaries of India .

ICSI National Award for Excellence in Corporate Governance Best Governed Companies .

& .

IT Consulting Headquarters : Bengaluru.83 billion (Q3. Gopalakrishnan (Co-Chairman).com BSE : 2859. Kamath (Chairman) S. Infosys China Website : www. V.D Shibulal ( CEO & MD ) Services : IT.2012) Employees : 145088 (Q4. India Area served : World Wide Key People : N R Narayana Murthy(Chairman) & (Chief Mentor) .69 .infosys. 2011) Divisions : Infosys BPO.45%) Market Cap ( Rs CR) : 164192.INTRODUCTION Type : Public Company Industry : IT Services.40 increase 12. K.00 P/E : 22.58 Book Value ( Rs): 426. S.21 Face value ( Rs): 5.80 (+ 0.07 EPS : 129. Business consulting and Outsourcing services Revenue : US $ 6.

• First to follow the US Generally Accepted Accounting Principles before going for Nasdaq listing in 1991.Achievements • Voted as the Best Managed Company in Asia. • Biggest exporters of Software. • Championed Corporate Governance in India .

Corporate Governance Ratings. TNS Survey : Ranked 1” in the category of “ Good reputation index “ The financial transparency and disclosure standards of Infosys are the world’s best. •It is awarded First position in SAFA ( South Asian Federation of Accountants.) •Best Presented Accounts Award 2004 in the Communication and Information Technology Sector based on the evaluation of the Annual Report of the company. This Governance and Value Creation (GVC) rating indicates capability to create wealth for all our stakeholders while adopting sound corporate governance practices. •“Best Annual report” award from the Institute of Chartered Accountants of India for the 10th successive year. Infosys is the first company to be assigned the highest CGR by ICRA. CRISIL : CRISIL assigned “ CRISIL GVC Level 1 “ rating to Infosys. •It has also received National award for Excellence in Corporate Governance from the Institute of Company Secretaries of India . The rating of CGR 1 is the highest on ICRA’s Corporate Governance Rating (CGR) scale of CGR 1 to CGR 6. ICRA : ICRA assigned CGR 1 rating to corporate governance practices of Infosys. •Infosys topped the regional rankings for best Corporate Governance in Asia Money’s Corporate Governance Poll.

• Action against any employee for violation is taken seriously . • To be signed and adhered to by employees.THE INFOSYS MODEL • A formal code of business conduct and ethics.

Improved company performance.Benefits of Good Corporate Governance • • • • • Having better access to external finance. Lower costs of capital. Reduced risk of corporate crises and scandals . Higher firm valuation and share performance.

• The founders only took salaries and dividends and derived no other financial benefit from the company. • Every non. and Audit ) • Infosys founders had set very high standards.executive director not only played an active role in decision making. Compensation. . but also led or served on at least one of the three • ( Nomination.INFOSYS A BENCHMARK FOR CORPORATE GOVERNANCE • Infosys had shown that increasing shareholder wealth and safeguarding the interests of other stakeholders was not incompatible.

• Strong division between personal & professional funds etc. shareholder value etc. • Translated into brand equity . said. • We keep trying to improve to improve the way we manage to be on par with it.THE STRENGTHS' AND WEAKNESSES OF ICG • Nandan M Niletani Managing Director. chief operating officer and president of Infosys. . • We will keep looking at global best practices what the world is saying on this front. The strengths are that we have been very successful in creating a value based system with a very strong focus on ethics .

disclose. • No material off-balance sheet items • Highest disclosure standards • • • • The mantra is “In case of doubt.” Transparent reporting on all operating and financial metrics at the time of announcing results State of the art website with lots of useful information Easy access to management / frequent investor interactions at conferences. etc.OPERATIONS AND DISCLOSURE POLICIES • Operate through branches worldwide – hence only one legal entity / financials • Subsidiaries created only for business and strategic reasons • Where the subsidiary requires a different strategy. cost structure. • Full compliance with laws in all countries / regimes that we operate in . etc. culture. skill sets. Go beyond the statute. roadshows.

prior and just" in decisions and actions made that affect stake holders. stockholders. creditors. • Corporate ethics ." fair. • It focuses on the business relationship with employees. suppliers and member of the society in which it operates. is a matter of leadership.ETHICS AND CORPORATE GOVERNANCE • Deals with determination what is „right'. . customers.

“ Sexual Harassment at Infosys” .

• • • • . The events that took place during October 1999 and December 2000 became public knowledge in India only when Phaneesh Murthy (Phaneesh). sex. between October 1999 and December 2000. all this happened in and around the US offices of Infosys. The events took place during October 1999 and December 2000 . and communication and product services division of Infosys (and a director on the board). resigned from his post in June 2002 The case attracted a lot of media coverage Analysts claimed that the company had kept the issue under wraps for a long time.CASE ALL ABOUT • This is a story of blackmail. oppression. one of India's most well-known and respected software companies. the head of the sales and marketing. when Former Secretary Reka Maximovitch alleged that Phaneesh had sexually harassed her and unlawfully terminated her. Interestingly. stalking. hurt feelings and revenge. threats.

Launched internal project to deal with unethical demeanor. Initiated training programs.Ethical steps taken by INFOSYS to overcome Harassment Narayana Murthy the then Chairman of the Company said to the press that they have taken steps to strengthen out internal processes and balances to handle similar situations. Strengthened grievance redressed procedures. Conducted course on sexual harassment and importance of gender sensitization. Project Housekeeping. Broadened dissemination of information. Measures adopted by INFOSYS. • • • • • .

• Redressal of time bound settlement of complaint. • Ensure pleasant workplace environment to women. • Notification of prohibition of sexual harassment at workplace.Suggested measures to tide over the crisis. . • Establish strict policies and guidelines. • Measure performance on the basis of corporate ethics. • Initiating training programs regarding gender sensitivity. • Penalize the offender.

Indian listed companies have been legally mandated to follow fairly strict standards of corporate governance and disclosure • Comparisons will show that the standards are far stronger than all Asian countries. audit committee members and senior executives of companies • The challenge is to design and sustain a system that imbibes the spirit of corporate governance… and not merely the letter of the law . and in general stronger than most OECD countries • Indian corporate sector regulators and companies have been quick to incorporate some of the best international corporate governance and disclosure practices • The need of the day is more training… of directors.Concluding remarks • By and large.

com/Reka-Maximovitch%27smotive-sexualharassment/AnswerViewer.midday.icmrindia.com/news/2003/may/53238.do?requestId=35143257 • http://www.amazon.org/casestudies/catalogue/B usiness%20Ethics/BECG022.htm .BIBLOGRAPHY • http://askville.htm • http://www.

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