CORPORATE GOVERNANCE

IN INFOSYS

INTRODUCTION
 Corporate governance is the set of processes, customs, policies, laws, and

institutions affecting the way a corporation (or company) is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed.
 Corporate governance is concerned with holding the balance between

economic and social goals and between individual and communal goals.
 Definition

Corporate governance is the set of processes, customs, policies, laws and institution affecting the way a corporation is directed, administered or controlled.

Japan and many other countries. China. Infosys has over 155. • Infosys deliver measurable business value in 3 ways:  Transform  Optimize  Innovate . Australia. Today. • Infosys has a global footprint with sales offices in 29 countries and development centers in India.629 employees of 97 nationalities. • Infosys takes pride in building strategic long-term client relationships.INFOSYS TECHNOLOGIES • Infosys Technologies Ltd. Canada.5% of the revenues come from existing customers • Infosys gives back to the community through the Infosys Foundation that funds learning and education. (NASDAQ: INFY) was started in 1981 by seven people with US$ 250. it is a global leader in the "next generation" of IT and consulting with revenues of over US$ 4 billion. UK. 97. US.

and thereby earn trust and respect  Excellence: To strive relentlessly. Vision “We will be a globally respected corporation.”  Mission “Strategic Partnerships for Building Tomorrow’s Enterprise.”  Values  Client Value: To surpass client expectations consistently  Leadership by Example: To set standards in our business and transactions and be an exemplar for the industry and ourselves  Integrity and Transparency: To be ethical. our services and products to become the best . constantly improve ourselves. our teams. sincere and open in all our transactions  Fairness: To be objective and transaction-oriented.

1 among the best managed companies in Asia Pacific in the annual Euro money Best Managed Companies in Asia survey. Infosys won the Oracle Excellence Award for .  Infosys has been ranked No.  At Oracle Open World 2012.  Infosys was voted India's most admired company in The Wall Street Journal Asia 200 every year since 2000. Specialized Partner of the Year – North America in both Financial Management and Human Capital Management categories.AWARDS  Forbes has ranked Infosys 19 among the world's most innovative companies  Infosys has been identified as one of the top 25 performers in Caring for Climate Initiative by UN Global Compact and UN Environment Program. 2013.

SERVICES  More sharing services  Management consulting services  Business application services  Business IT services  Engineering services  BPO services  Cloud  Mobility  Sustainability .

NARAYAN MURTHY • One of the founder member of Infosys • Liberalization • Socialism • Simplicity • Charity • Selfless .

IMPORTANCE OF CG IN INFOSYS • Satisfy the spirit • Maximizing shareholder value • Sound corporate governance • Adopting cg policies • Cg audit • Transparency • Independent directors .

Transparent iii. Satisfy the spirit ii.COMPANY’S PHILOSOPHY • Framework • Guidelines • Principles: i. Follow law • Board of directors • Follow best practices . Communicate externally iv.

CORPORATE GOVERNANCE POLICIES .

BOARD COMPOSITION  Size and composition of the board .

D. CEO and the COO:  Non-executive Chairman and Chief Mentor – N.  Chief Executive Officer (CEO) and Managing Director – S. Shibulal.  Independent chairman of the board  Executive co-chairman of the board . R.  Chief Operating Officer (COO) and Director – S. Responsibilities of the chairman. Narayana Murthy . Gopalakrishnan.

an independent director means a person who is not an officer or employee of the company or its subsidiaries or any other individual having a material pecuniary relationship or transactions with the company which. in the opinion of our board of directors. Board definition of independent directors According to clause 49 of the listing agreement with Indian stock exchanges. would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  Lead independent director .

 They are not expected to serve in any executive or independent position in any company that is in direct competition with Infosys. technology. . quality and human resources  between 40 and 60 years of age  Not related to any executive directors or independent directors. skills and experience  Expertise in strategy. Board membership criteria  Board members are expected to possess the expertise. finance.

 Selection of new directors  Membership term  Retirement policy  Board compensation policy  Non-executive directors remuneration  Memberships in other boards .

 Discussion with independent directors.  Availability of information to Board members. .  Regular updates are provided to the Board.BOARD MEETINGS  Scheduling and selection of agenda items for Board meetings.  Materially significant related party transactions.

Marti G. . Iyengar  K. Kamath  R. integrity and quality of financial reporting. Chairperson  Prof. V. Satwalekar. Subrahmanyam  Sridar A. with the highest levels of transparency.BOARD COMMITTEES AUDITCOMMITTEE  Audit committee comprises five independent directors :  Deepak M. Seshasayee  The primary objective of the committee is to monitor and provide effective supervision of the Management’s financial reporting process to ensure accurate and timely disclosures.

Boyles  Dr.COMPENSATION COMMITTEE  Compensation committee comprises of four independent directors:  K. policies and programs for executive directors and senior management . Omkar Goswami  The purpose of the committee of the Board of Directors (‘the Board’) shall be to discharge the Board’s responsibilities related to compensation of the Company’s executive directors and senior management.  The committee has the overall responsibility of approving and evaluating the compensation plans. Jeffrey S. Kamath. V. Chairperson  Prof. Lehman  David L.

screen and review individuals qualified to serve as executive directors. Kamath  The purpose of the committee (‘the committee’) of the Board of Directors (‘the Board’) is to oversee the Company’s nomination process for the top level management and specifically to identify. nominees for election at the annual meeting of shareholders. Chairperson  Deepak M. V. non-executive directors and independent directors consistent with criteria approved by the Board and to recommend. . for approval by the Board.  The committee also makes recommendations to the Board on candidates for :  Nomination for election or re-election by the shareholders. Lehman. and  Any Board vacancies that are to be filled by the Board.NOMINATIONS COMMITTEE  Nominations committee comprises three independent directors :  Prof. Jeffrey S. Satwalekar  K.

The committee is also responsible for reviewing and approving risk disclosure statements in any public documents or disclosures . Lehman  The purpose of the committee of the Board of Directors (‘the Board’) shall be to assist the Board in fulfilling its corporate governance ideals in overseeing the responsibilities with regard to the identification.RISK MANAGEMENT COMMITTEE  Risk management committee is comprised of four independent directors :  David L. Chairperson  Sridar A. Jeffrey S. Iyengar  Dr. Omkar Goswami  Prof. Boyles. strategic and external environment risks. evaluation and mitigation of operational.  The committee has the overall responsibility of monitoring and approving the risk policies and associated practices of the Company.

 Management’s discussion and analysis A detailed report on the Management’s discussion and analysis is provided in the Management’s discussion and analysis section of the Annual Report. .MANAGEMENT REVIEW AND RESPONSIBILITY  Risk management Infosys has an integrated approach to managing risks inherent in various aspects of their business.

 Investor grievances and share transfer Infosys has a Board-level investor grievance committee to examine and redress shareholders’ and investors’ complaints. Financial Express and Udayavani (a regional daily published from Bangalore). For shares transferred in physical form. dividends and change of address. Earnings calls with analysts and investors are broadcast live on the website and their transcripts are published on the website soon thereafter. Any specific presentations made to analysts and others are also posted on the website. shareholders should communicate with Karvy Computershare Private Limited. The Times of India. the Company provides adequate notice to the seller before registering the transfer of shares. For matters regarding shares transferred in physical form. along with segmental information. share certificates. The share transfer committee of the Company will meet as often as required to approve share transfers. Business Standard. . the quarterly / annual results and official news releases are generally published in The Economic Times. are also posted on the website. The report contains select financial data extracted from the audited financial statements under Indian GAAP and unaudited financial statements under IFRS.SHAREHOLDERS  Communication to the shareholders They send quarterly reports to each shareholder via email. Quarterly and annual financial statements. Business Line. Moreover. their registrar and share transfer agent. The status on complaints and share transfers is reported to the entire Board. The proceedings of the Annual General Meeting are webcast live for shareholders across the world. The details of shares transferred and the nature of complaints are provided in the Shareholder information section of the Annual Report.

COMPLIANCE WITH THE CORPORATE GOVERNANCE CODES Corporate Governance Voluntary Guidelines 2009  These guidelines have been published keeping in view the objective of encouraging the use of better practices through voluntary adoption. which also help them in achieving the highest standard of corporate governance.  Roles and responsibilities. .  The Ministry hopes that adoption of these guidelines will also translate into a much higher level of stakeholders’ confidence which is crucial in ensuring the long-term sustainability and value generation by businesses. and  A mechanism for whistleblower support.  The guidelines broadly focus on areas such as :  Board of directors.  Appointment of auditors.  Responsibilities of the board.  Audit committee functions.

Revised Clause 49 of the Listing Agreement  SEBI.25 crore or both.  The committee issued two sets of recommendations : the mandatory recommendations and the non-mandatory recommendations. Narayana Murthy.  Failure to comply with clause 49 is punishable with imprisonment of up to 10 years or fine up to RS. . performance evolution of non executive directors. with a view to improving corporate governance standards in India and to enhance the transparency and integrity of the market. constituted a committee on corporate governance under the chairmanship of N. mandatory training of non-executive directors. whistle blower policy. R.  Areas where major changes were made include: independence of directors.

 The implementation through SEBI’s regulatory framework will strengthen existing governance practices and also provide a strong incentive to avoid corporate failures. .The Narayana Murthy committee Reort (2003)  All audit committee members should be financially literate and at least one member should have accounting or related financial management expertise.  It is important for corporate boards to be fully aware of the risks facing the business and that it is important for shareholders to know how companies manage their business risk.

CONCLUSION Infosys-a benchmark for corporate governance  Every non-executive director not only played an active role in decision making. "the strengths are that we have been very successful in creating a value based system with a very strong focus on ethics.  The founders only took salaries and dividends and derived no other financial benefits from the company. . chief operating officer and president of Infosys.  Nandan m nilekani. but also led or served on at least one of the three (nomination. compensation and audit) committees. managing director. and strong division between personal and professional funds etc. said.

. interactive decision-making process.  We are the first company in India to be assigned the highest CGR by ICRA. high level of transparency. The rating reflects our transparent shareholding pattern.  This Governance and Value Creation (GVC) rating indicates our capability to create wealth for all our stakeholders while adopting sound corporate governance practices. sound Board practices. The rating is the highest on ICRA's Corporate Governance Rating (CGR) scale of CGR 1 to CGR 6. ICRA  ICRA assigned 'CGR 1' rating to our corporate governance practices.CORPORATE GOVERNANCE RATINGS CRISIL  CRISIL has been consistently assigning us the 'CRISIL GVC Level 1' rating over several years now.

Project By: Rushabh Ajmera Ashita Dogra Anisha Gurbuxani Shweta Jain Ayesha Shaikh Neha Gurbuxani 01 08 12 16 44 59 .

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