Infosys
Infosys
Infosys
Submitted on:
3/1/2009
Submitted to:
Prof. Anita Chouhan
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“We've always striven hard for respectability, transparency and to
create an ethical organisation. There are certain expectations that we
haven't fulfilled. But we're also a very young organisation and in areas
like track record of management, we may be low because we're yet to
show longevity.”
MCOMPILED BY:M
Madhur Agarwal Maulik Parikh
(002) (000)
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MMMMINDEXMMMM
1. Introduction 5–6
Code of Conduct
7. Awards Won 21 – 27
8. Structural Risk 28 - 40
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BOD Structure & Effectiveness
(d.) Committees
Transaction Risk
Related Party
Materiality
Disclosure
Accounting Risk
10. 43
MTM
13. Bibliography 51
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MMMMMINTRODUCTIONMM
MM
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citizenship; and their relationship with the
government should be characterized by a
commitment to compliance.
-
Kumar Mangalam Committee Report on Corporate
Governance, 1999.
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Our industry has set many records for growth,
quality and corporate governance in the country
and the world and needs to continue on a pristine
pure path as we climb bigger mountains in the
journey towards full globalization of services!
Hence there is the need for more and more
companies to adopt the Infosys way of working.
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MMMMMABOUT
INFOSYSMMVM
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Vision
Mission
"To achieve our objectives in an environment of
fairness, honesty, and courtesy towards our
clients, employees, vendors and society at large."
Values
We believe that the softest pillow is a clear
conscience. The values that drive us underscore
our commitment to:
• Customer Delight: To surpass customer
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,
sincere and open in all our transactions
• Fairness: To be objective and transaction-
oriented, and thereby earn trust and respect
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• Pursuit of Excellence: To strive relentlessly,
constantly improve ourselves, our teams,
our services and products to become the
best
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MMMMNARAYAN
MURTHYMMVM
An Indian IT chief who's really made it big without dropping his ethical
precepts by the wayside is Nagawara Ramarao Narayana Murthy,
Chairman of Infosys. Born in 1946, Murthy's father was a schoolteacher
in Kolar district, Karnataka, India. A bright student, Murthy went on to
acquire a degree in Electrical Engineering from Mysore University and
later studied Computer Science at the IIT, Kanpur, India.
The decade until 1991 was a tough period when the couple lived in a
one-room house. The second break came in 1991 when Indian doors to
liberalization were flung open… Murthy grabbed the opportunity with
both hands and has never looked back ever since. Today, Infosys is the
first Indian company to be listed on the US NASDAQ.
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Heading a company with the largest market capitalization didn't
changed Murthy's life-style much. The man still doesn't know how to
drive a car! On Saturdays-his driver's weekly off-the Infosys chief is
driven to the bus stop by his wife, from where he boards a company
bus to work! Incidentally, Sudha Murthy is Chief of the Infosys
Foundation,
which channels Rs 50 million into charity every year.
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IMPORTANCE OF
HGDSDSD
CORPORATEDDSD
SDSDGOVERNANCE FOR
INFOSYSDSDD
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Accordingly, it always seeks to ensure that Infosys
attains its performance rules with integrity.
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"Corporate governance is about working ethically
and finding a balance between economic and
social goals. It includes the ability to function
profitably while obeying laws, rules and
regulations."
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NjjnjnCODE OF
CONDUCTnjjnjn
Infosys has always followed the highest standards
of corporate governance. We have set new levels
in transparency and integrity. Today, our challenge
is to continue doing this. Today every action of the
company and its employees is the focus of public
attention and we need to reinforce our tradition of
values. Our challenge is to continue maintaining
this high standard, even as we become a global
company and work in multi-cultural environs. To
this end, we have adopted this code of business
conduct and ethics to guide our transactions with
our colleagues, communities, customers,
governments, investors, regulators and society.
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contractors are aware of, understand and adhere
to these standards.
B. Applicable Laws
C. Conflicts of Interest
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D. Corporate Opportunities
D1. Solicitation and Distribution of
Literature
DISCIPLINARY ACTIONS
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ddddd THE HIGH PRIEST OF
CORPORATEddd
dddddGOVERNANCEddddd
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consolidated financial statements under US GAAP
to its global investors and financial statements
under Indian GAAP to Indian shareholders. Infosys
provided details on high and low monthly
averages of share prices in all the stock
exchanges on which the company’s shares were
listed. It was one of the few companies in India to
provide segmentwise breakup of revenues.
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fdfdf CODE OF CORPORATE
GOVERNANCEfdfdf
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Kumar Mangalam Birla Committee
SEBI appointed the Committee on Corporate
Governance on May 7, 1999, under the
chairmanship of Kumar Mangalam Birla, member
of the SEBI Board, to promote and raise the
standards of corporate governance. The SEBI
Board considered and adopted the
recommendations of the committee in its meeting
held on January 25, 2000. In accordance with the
guidelines provided by SEBI, the market regulator,
the stock exchanges had modified the listing
requirements by incorporating in the listing
agreement a new Clause 49, so that proper
disclosure for corporate governance is made by
companies in the following areas: Board of
directors, Audit committee, Remuneration
committee, Board procedure, Management
discussion and analysis, Shareholder Information,
and Corporate governance report in the annual
report. Infosys comply with these
recommendations.
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The committee came out with two sets of
recommendations: the mandatory
recommendations and the non-mandatory
recommendations. The mandatory
recommendations focus on strengthening the
responsibilities of audit committees, improving the
quality of financial disclosures, including those
pertaining to related party transactions and
proceeds from initial public offerings, requiring
corporate executive boards to assess and disclose
business risks in the annual reports of companies,
calling upon the Board to adopt a formal code of
conduct, the position of nominee directors, and
improved disclosures relating to compensation to
non-executive directors and shareholders’
approval of the same.
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MMMMAWARDS
WONMMMM
2008
• The Asset magazine acclaims Infosys' Corporate
Governance
2007
• The Reputation Institute: Infosys, a globally
respected company
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2006
2005
• 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
2004
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• Infosys is ranked as one of the World’s Most
Respected Companies in the Financial Times-
PwC annual survey
2003
• Ranked as the No.1 Employer in the IT sector
by Dataquest for the second time in a row
2002
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• First rank in the Business World's survey of
"India's Most Respected Company."
2001
• Infosys has been ranked #2 in corporate
governance in a survey of 495 emerging
market companies by CLSA Emerging markets
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• Infosys has been ranked #2 in corporate
governance in a survey of 495 emerging
market companies by CLSA Emerging markets
2000
• Voted India's Best Managed Company four
years in a row (1996, 1997, 1998 and 1999) by
the Asiamoney poll
1999
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• Infosys was voted India's most admired
company by The Economic Times Survey of
India's Most Admired Companies
1998
• Won the award for the Best Published Corporate
Accounts in the non-financial sector for 1996-97
awarded by the South Asian Federation of
Accountants
1997
• Voted one of Asia's Best Managed
Companies by Asia Money
1995-1996
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1994-1995
• Won the Best Annual Report Award, Institute of
Chartered Accountants of India, New Delhi
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CORPORATE
scscasad
GOVERNANCE
RATINGSsasadcsc
CRISIL
CRISIL assigned us the "CRISIL GVC Level 1"
rating. This Governance and Value Creation (GVC)
rating indicates our capability to create wealth for
all our stakeholders while adopting sound
corporate governance practices.
ICRA
ICRA assigned "CGR 1" rating to our corporate
governance practices. The rating is the highest on
ICRA's Corporate Governance Rating (CGR) scale
of CGR1 to CGR 6. We are the first company in
India to be assigned the highest CGR by ICRA. The
rating reflects our transparent shareholding
pattern, sound Board practices, interactive
decision-making process, high level of
transparency, and disclosures encompassing all
important aspects of our operations, and our track
record in investor servicing. A notable feature of
our corporate governance practices is the
emphasis on "substance" over "form," besides our
transparent approach to following such practices.
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cdcdcSTRUCTURAL
RISKScdcdc
Transparency of Ownership
Infosys is a widely held company with a
transparent shareholding structure. The company
discloses shareholdings by type and percentage.
Infosys shares are widely held and its shareholding
structure is transparent. In addition to disclosing
shareholdings by category, the company’s annual
report also discloses a distribution of
shareholdings by size, class and categories of
shareholders. Substantial shareholders are
disclosed down to the level of five percent. The
largest single shareholder (Mr.Narayana Murthy
and his family) holds 6.7% of Infosys’ shares.
Shareholdings of directors are adequately
disclosed.
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committee and by both the internal and external
auditors. Moreover, as the founders may not
receive stock options, their stake, which now
stands at 26.62 percent, will decrease over time as
other options are exercised Despite this, there is
positive influence from the founders collectively,
on everything from the company’s culture of
transparency to its long-term strategy. The extent
to which this can be maintained will depend to
some degree on the continuity of current
management. Indeed, one of the few potential
areas where influence might be negatively felt is in
a change of control, as there are reasonable
questions about what would happen were a bid to
be made that did not coincide with the company’s
(and founders’) values. For its part, the company
has seized the earliest opportunity to increase the
limit on foreign ownership of its shares to 100
percent, showing increased openness to a bid (See
Section 2.3). Also, Standard and Poor’s assesses as
positive the recent amendment to the company’s
Articles that removed protection for Mr.Murthy’s
position as CEO (managing director) providing he
held at least five percent of the company’s equity.
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and an attendance slip. The notice clearly spells
out voting procedures at shareholders’ meetings
and provides information regarding relevant
documents that can be inspected by shareholders.
The company webcasts the meeting to enable
shareholders across the world to view the
proceedings. Voting at shareholder meetings is by
show of hands, in line with Indian law. A poll is
conducted only if demanded by a member or a
proxy holding at least one-tenth of the total shares
entitled to vote or by those holding paid-up capital
of at least Rs.50,000. A proxy may not vote except
on a poll. However, a representative (as opposed
to a proxy, a representative exercises the rights of
a corporate member as if it were an individual) can
vote by show of hands. As neither shareholders
nor management insist that polls are called for
every resolution, members present at a meeting
with just a few shares could have a greater effect
on voting than large shareholders who have sent
their proxies for attending the meeting. Indian law
permits voting by postal ballot under limited
circumstances, including where the company
proposes a share buyback, an acquisition, the
appointment of new directors, or a new issue of
shares. Though not required by law, Infosys
introduced a non-mandatory postal ballot system
for every agenda item at its 2003 meeting. Though
these votes could not be used to calculate voting
results, they were announced during the meeting
to highlight the opinion of those shareholders who
could not attend. Indian law does not permit
electronic voting at shareholder meetings.
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transfer agents in India, are given charge of shares
of the company. The company’s ADR issue is
administered by Deutsche Bank. All ordinary
(common) shares are equal; no preference is given
to any particular holding. Owners of ordinary
shares have the right to vote, receive dividend
payments, and in the case of liquidation of the
company, to receive proportional payment in turn.
Voting rights are laid out by the Companies Act of
India, 1956. Shareholders vote on all major
company decisions including the election and
removal of directors, appointment of auditors,
dividends, remuneration plans, article
amendments, sharebuyback plans and major
acquisitions and disposals via either ordinary or
special resolutions as laid out by the Companies
Act. Shareholders may also put forward
shareholder proposals and convene extraordinary
shareholder meetings according to reasonable and
well-articulated procedures. The company has a
clearly stated dividend policy of distributing up to
20 percent of profit after tax, which it has
followed. Infosys has been prompt in paying
declared dividends. The company’s Memorandum
and Articles of Association do not have any explicit
anti-takeover provisions. The company has
removed from its Articles a provision that, if
invoked, could have thwarted an otherwise value-
enhancing bid. Section 107 of the company’s
charter stated that Mr. Murthy would not be
required to stand for reelection as CEO (managing
director) provided he or his relatives held five
percent of the company’s shares. In line with the
Indian Companies Act, a company cannot refuse
any share transfer on the pretext of a takeover
threat or a possibility of change in management.
Share transfers can, however, be refused by the
company’s board if good reason is given; including
if the transferee is not a desirable person in the
context of the overall interest of the company. Any
person whose shareholding exceeds five percent
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should inform the company and the Securities and
Exchange Board of India (SEBI, the capital market
regulator) in writing and must make an open offer
to remaining shareholders if shareholding exceeds
20 percent. Hence, Infosys can only with great
difficulty refuse any take-over attempt by any
person either by law or by provisions in its charter.
Infosys has been proactive in this sense and
shareholders approved a management-sponsored
resolution at its shareholder meeting in June,
2002, to increase the maximum limit on foreign
holdings in the company from 49 to 100 percent, a
change that would allow a legitimate takeover to
succeed, including one by a foreign company.
Infosys proposed this change within months of
India’s amendment of the Foreign Exchange
Management Act (FEMA), which permitted
software companies to increase this limit and
made the change despite some opposition from
local shareholders concerned about how it might
eventually affect the company’s nationality.
Stakeholder Relations
Relations with stakeholders appear to be
moderately strong. Reporting on stakeholder
issues at Infosys is adequate. The company
contributes to TheInfosys Foundation, which is
involved in various charitable works and the
Foundation reports on its activities annually. There
do not appear to be any problematic relationships
between the company and its employees, its
suppliers, or other stakeholders.
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TRANSPARENCY, DISCLOSURE & AUDIT
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could be too much disclosure, or a point of
diminishing returns, management strongly
disagreed. As long as disclosure continues to be a
competitive advantage for Infosys, we see no
reason to differ. It does seem, however, to be of
most use to an emerging market company with a
US-centered client base. Infosys’ annual report and
20-F filing to the American SEC are very
comprehensive: disclosure includes an exhaustive
corporate governance review, financial reports in
four languages and reconciliation to eight
accounting standards and much else besides.
Content is both deep and broad, allowing
shareholders to gain a thorough understanding of
the company’s and the industry’s financial health,
business strategy and corporate governance
practices. Infosys discloses the aggregate
remuneration paid to each full and part time
directors. The company provides details about
related party transactions undertaken during the
year (for example, accounts held in financial
institutions where Infosys directors also serve).
The company’s website is presented in five
languages (those of its major clients and investors)
and provides information about the various
measures undertaken in areas of community
service, research, knowledge management and
includes an interactive and comprehensive
investor relations section. In addition to US and
Indian GAAP accounts, which are audited, the
annual report also contains summary financial
statements prepared in substantial compliance
with the GAAP requirements of Australia, Canada,
France, Germany, Japan and the United Kingdom,
each in their original language, and reports on its
compliance with the respective corporate
governance standards of these markets again, in
the original language. This level of disclosure
shows sensitivity to other countries’ standards for
corporate governance, and not just those Infosys
has adopted or those adopted in the US. As well,
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this is disclosure that is tightly tailored to the
needs and expectation of Infosys’ investors and
clients, based on their country of origin. Infosys
has adopted a number of disclosure standards that
are not required of it or it has adopted disclosure
standards before they were required. For example,
in the process of obtaining its Level III ADR listing
on Nasdaq, Infosys undertook to comply with all
the regulations that would be applicable to a US-
incorporated company (except for parts of Rule
16(a) of the Securities Exchange Act 1934, which
deal with reporting of insiders’ and directors’
trades, and for which compliance would open the
company to liability claims – Infosys’ D&O liability
insurance does not cover trades in non-US
registered securities). The company follows
several other rules related to information access
that are not required of it. Infosys’ complied with
the certification procedures under the Sarbanes-
Oxley Act in advance of its deadline, and is also on
track for substantially early compliance with
Section 404 reporting on internal control
procedures under the Act. In addition to the
Annual Report, Infosys also publishes quarterly
reports that are distributed to all its shareholders.
The quarterly reports include financials in
accordance with Indian GAAP (audited) and US
GAAP (unaudited). Furthermore, quarterly reports
include a shareholder-information section, which
gives detailed information about the exchanges
Infosys shares are traded on, shareholder
complaints and other SEC filings like the 6-K.
Although Infosys has decided not to charge option
expenses against its earnings under US or Indian
GAAP – preferring to wait until more consensus is
reached on the issue – in terms of Standard &
Poor’s corporate governance criteria, this is
assessed negatively. While it is true that there is
no clear and accepted guidance from regulators on
the issue, it seems unusual for Infosys to stay on
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the sidelines of a disclosure issue given the
company’s leadership in other areas of disclosure.
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service immediately after announcement of
quarterly financial results whereby those
interested can obtain financial performance
details. Moreover, within an hour of each quarterly
announcement, the company uploads its financial
statements onto its website. After the
announcement, the company makes itself
available for television interviews that are of
interest to local shareholders. Infosys also hosts
two earnings calls with analysts each quarter, the
first within four to five hours of announcement of
the financial results, which is broadcast live on its
website. Infosys meets all its statutory reporting
deadlines. Its website is easy to find through
search engines and it is clear that the company
uses it to communicate all important information
to shareholders and other stakeholders. Detailed
presentations made to media, analysts,
institutional investors are displayed on the
corporate website. Media releases are also posted
on the website and the entire site is regularly
updated. Infosys has made all its SEC filings in
electronic form, and began doing so before SEC
regulations required it of foreign issuers. Finally, it
is positive that the company has decided to follow
regulation Fair Disclosure (FD), the SEC’s rule
governing selective disclosure, as if it were
required to even though, as a foreign private
issuer, the rule does not apply to Infosys. Though
Regulation FD remains controversial (some have
argued that it has had the effect of encouraging
companies to disclose less), this has clearly not
been the case at Infosys.
Audit Process
Infosys’ Indian GAAP accounts are audited by
Bharat S Raut and Company (a KPMG affiliate),
while the US GAAP accounts are audited by KPMG.
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An external firm of chartered accountants carries
out the internal audit. Oversight over the audit
process, including that of an independent, board-
level audit committee, is strong.
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specific disclosure about the nature of these
services in public reports. The external auditors
finalize their audit plan each year in consultation
with the audit committee. Quarterly reports are
presented to the management for their comments
and responses.
Board Composition
At the core of their corporate governance practice
is the Board, which oversees how the management
serves and protects the long-term interests of all
stakeholders. Infosys believes that an active, well-
informed and independent Board is necessary to
ensure the highest standards of corporate
governance. The majority of the Board, eight out
of 15, consists of independent members.
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Board Structure & Independence
1. Independence of the board
It can be gauged from the fact that the Board
consists of 15 members, 6 of whom are executive
or full-time directors, one is non-executive and 8
are independent directors. According to Clause 49
of the Listing Agreement with Indian stock
exchanges, an independent director means a
person other than 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, would interfere
with the exercise of independent judgment in
carrying out the responsibilities of a director.
Infosys adopted a much stricter definition of
independence than required by the NASDAQ listing
rules and the Sarbanes-Oxley Act, U.S. For its part,
Infosys, which has adopted a stricter definition of
independence than has heretofore been required
of it as a Nasdaq listed company, discloses that all
eight of its non-executives are independent in all
material respects.
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The director selection process includes explicit
consideration of independence. The process
includes evaluation of monetary, financial and or
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technology, finance, quality and human resources
is essential.
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The board members are expected to rigorously
prepare for, attend and participate in all board and
committee meetings. Each board member was
expected to ensure that other existing and
planned future commitments did not interfere with
the member`s responsibility as director of Infosys.
2. Evaluation of Performance
Directors evaluate their own performance on a
regular basis, though we note that there is no
evaluation of the board as a whole. While
individual evaluations might be divisive on other
boards, there is no evidence of this here. The
board has in place a formal training program that
allows new directors without industry experience
to familiarize themselves with the company’s
departments, products and strategies, and which
appears to be effective and well-received. There
are procedures in place that allow directors to
seek outside advice if needed. The performance of
independent directors is reviewed by the full Board
on an annual basis
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3. Meetings
Corporate Governance effectiveness requires
participation of the Board members in the
meetings conducted during the year. Dates for
Board meetings in the ensuing year are decided in
advance and published as part of the Annual
Report. Most Board meetings are held at Infosys
registered office at Electronics City, Bangalore,
India.
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The
4. Retirement Policy
Under this policy, the maximum age of retirement
for executive directors is 60 years, which is the
age of superannuation for our employees.
Their continuation as members of the Board upon
superannuation / retirement is determined by the
nominations committee. The age limit for serving
on the Board is 65 years.
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Infosys Succession Planning
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throughout the organization; salaries at all levels
are in line or slightly lower than Infosys’ peers
within India, yet the company’s collegial working
environment and aggressive culture continues to
attract large numbers of applicants.
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The
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eligible to receive an additional US $5,000 per
meeting. The decision considers the fact that
these independent directors have to spend at least
two additional days in travel while attending board
meetings in India.
1. Audit Committee
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A qualified and independent audit committee is set
by the board of the Infosys. This committee is
essential to enhance the credibility of the financial
disclosures of the company and promoting
transparency.
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2. Compensation Committee
Infosys has established Compensation Committee
as per the recommendation Kumar Mangalam
Committee recommendation on Corporate
Governance.
Its independence can be gauged from the fact that
it comprises of 4 independent directors. They are:
o Prof. Marti G. Subrahmanyam,
Chairperson
o Deepak M. Satwalekar
o Sridar A. Iyengar
o Prof. Jeffrey S. Lehman
The compensation committee annually reviews
and approve for the CEO, the executive directors
and senior management (a) the annual base
salary, (b) the annual incentive bonus, including
the specific goals and amount, (c) equity
compensation, (d) employment agreements,
severance arrangements, and change in control
agreements / provisions, and (e) any other
benefits, compensation or arrangements.
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3. Nomination Committee
Infosys nominations committee comprises of five
independent directors. They are:
o Claude Smadja, Chairperson
o Deepak M. Satwalekar
o Dr. Omkar Goswami
o David L. Boyles
o Prof. Jeffrey S. Lehman
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It is appointed to look into share transfer and
redressal of shareholder complaints.
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the Company. In conclusion, the committee is
sufficiently satisfied that it has complied with its
responsibilities as outlined in the risk management
committee charter.
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cdcdcTRANSACTION
RISKScdcdc
SUBSIDIARIES
Infosys discloses classifies its related party
transactions into Capital transactions, Loans and
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Revenue transactions. Infosys transactions with its
key management personnel i.e directors and
statutory officers relates to only remuneration paid
i.e.salary, contribution to provident fund,
commission and sitting fees. It does not include
any loan given to them.
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cdcdcACCOUNTING
RISKScdcdc
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and are represented by a bank balance of the
equivalent amount.
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CORPORATE GOVERNANCE
—THE INFOSYS WAY
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prepare for, attend, and participate in all board
and relevant committee meetings. Each board
member was expected to ensure that other
existing and planned future commitments did not
interfere with the member’s responsibility as a
director of Infosys.
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In 2001, the board had three committees - the
nominations committee, the compensation
committee and the audit committee. To ensure
independence of the board, the members of the
nominations committee, the compensation
committee and the audit committee were all
nonexecutive directors.
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period of five years, but were eligible for re-
appointment upon completion of their term. The
nominations committee adopted a retirement
policy for the members of the board under which
the maximum age of retirement of executive
directors, including the CEO, was 60 years, which
was the age of superannuation for the employees
of the company. Their continuation as members of
the board upon superannuation / retirement was
determined by the nominations committee.
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directors were eligible for stock options. Of the
compensation payable for the year 1999, 60% was
paid for being on the board and the balance 40%
was paid in proportion to the board/committee
meetings attended (Refer Table II for
compensation payable to non-executive directors
in 1999).
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to the board. The committee also monitored
proposed changes in the accounting policy,
reviewed the internal audit functions and
discussed the accounting implications of major
transactions.
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VINFOSYS-A BENCHMARK
FOR CORPORATEV
VFVFVGOVERNANCEVFVFV
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MMMMMBIBLIOGRAPHYMM
MM
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srAKa8YXYDw&q=infosys
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%20Infosys%20Is%20on%20'Acquisition
%20Trail'%20&clipSRC=mms://media2.bloombe
rg.com/cache/vu5zGcJgALBk.asf
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business/businesses-conscience/default.asp
• http://www.infosys.com/beyond-
business/sustainability-report.asp
• http://www.infosys.com/about/awards/default.a
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• http://www.infosys.com/investors/corporate-
governance/policies.asp
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• http://www.infosys.com/investors/corporate-
governance/report.asp
• http://www.infosys.com/investors/corporate-
governance/social-responsibility.asp
• http://www.infosys.com/investors/corporate-
governance/CodeofConduct.pdf
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