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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.
INFOSYS TECHNOLOGIES
Infosys Technologies Ltd. (NASDAQ: INFY) was started in 1981 by seven
people with US$ 250. Today, it is a global leader in the "next generation" of IT and consulting with revenues of over US$ 4 billion.
Infosys has a global footprint with sales offices in 29 countries and development
centers in India, US, China, Australia, UK, Canada, Japan and many other countries. Infosys has over 155,629 employees of 97 nationalities.
Infosys takes pride in building strategic long-term client relationships. 97.5% of
Vision
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
Pacific in the annual Euro money Best Managed Companies in Asia survey, 2013.
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.
At Oracle Open World 2012, Infosys won the Oracle Excellence Award for
SERVICES
More sharing 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
COMPANYS PHILOSOPHY
Framework
Guidelines
Principles: i. Satisfy the spirit ii. Transparent iii. Communicate externally iv. Follow law Board of directors Follow best practices
BOARD COMPOSITION
Size and composition of the board
Responsibilities of the chairman, CEO and the COO: Non-executive Chairman and Chief Mentor N. R. Narayana Murthy ; Chief Executive Officer (CEO) and Managing Director S. Gopalakrishnan; Chief Operating Officer (COO) and Director S. D. Shibulal.
Independent chairman of the board
Executive co-chairman of the board
According to clause 49 of the listing agreement with Indian stock exchanges, 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, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Lead independent director
and experience Expertise in strategy, technology, finance, quality and human resources between 40 and 60 years of age Not related to any executive directors or independent directors. They are not expected to serve in any executive or independent position in any company that is in direct competition with Infosys.
Selection of new directors Membership term Retirement policy Board compensation policy Non-executive directors remuneration
BOARD MEETINGS
Scheduling and selection of agenda items for Board
meetings.
Availability of information to Board members. Regular updates are provided to the Board. Discussion with independent directors. Materially significant related party transactions.
BOARD COMMITTEES
AUDITCOMMITTEE
Audit committee comprises five independent directors : Deepak M. Satwalekar, Chairperson Prof. Marti G. Subrahmanyam Sridar A. Iyengar K. V. Kamath R. Seshasayee The primary objective of the committee is to monitor and provide effective
supervision of the Managements financial reporting process to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.
COMPENSATION COMMITTEE
Compensation committee comprises of four independent directors:
K. V. Kamath, Chairperson
The purpose of the committee of the Board of Directors (the Board) shall
be to discharge the Boards responsibilities related to compensation of the Companys executive directors and senior management.
The committee has the overall responsibility of approving and evaluating
the compensation plans, policies and programs for executive directors and senior management
NOMINATIONS COMMITTEE
Nominations committee comprises three independent directors : Prof. Jeffrey S. Lehman, Chairperson Deepak M. Satwalekar K. V. Kamath The purpose of the committee (the committee) of the Board of Directors
(the Board) is to oversee the Companys nomination process for the top level management and specifically to identify, screen and review individuals qualified to serve as executive directors, non-executive directors and independent directors consistent with criteria approved by the Board and to recommend, for approval by the Board, nominees for election at the annual meeting of shareholders.
The committee also makes recommendations to the Board on candidates for : Nomination for election or re-election by the shareholders; and Any Board vacancies that are to be filled by the Board.
Sridar A. Iyengar
Dr. Omkar Goswami Prof. Jeffrey S. 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, evaluation and mitigation of operational, strategic and external environment risks.
The committee has the overall responsibility of monitoring and approving the risk
policies and associated practices of the Company. The committee is also responsible for reviewing and approving risk disclosure statements in any public documents or disclosures
Infosys has an integrated approach to managing risks inherent in various aspects of their business.
Managements discussion and analysis
A detailed report on the Managements discussion and analysis is provided in the Managements discussion and analysis section of the Annual Report.
SHAREHOLDERS
Communication to the shareholders
They send quarterly reports to each shareholder via email. The report contains select financial data extracted from the audited financial statements under Indian GAAP and unaudited financial statements under IFRS. Moreover, the quarterly / annual results and official news releases are generally published in The Economic Times, The Times of India, Business Standard, Business Line, Financial Express and Udayavani (a regional daily published from Bangalore). Quarterly and annual financial statements, along with segmental information, are also posted on the website. 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. The proceedings of the Annual General Meeting are webcast live for shareholders across the world.
higher level of stakeholders confidence which is crucial in ensuring the long-term sustainability and value generation by businesses.
The guidelines broadly focus on areas such as : Board of directors, Responsibilities of the board, Audit committee functions, Roles and responsibilities, Appointment of auditors, and A mechanism for whistleblower support.
India and to enhance the transparency and integrity of the market, constituted a committee on corporate governance under the chairmanship of N. R. Narayana Murthy.
The committee issued two sets of recommendations : the mandatory
directors, whistle blower policy, performance evolution of non executive directors, mandatory training of non-executive directors.
Failure to comply with clause 49 is punishable with imprisonment
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.
The implementation through SEBIs regulatory framework will
strengthen existing governance practices and also provide a strong incentive to avoid corporate failures.
CONCLUSION
Infosys-a benchmark for corporate governance Every non-executive director not only played an active role in decision making, but also led or served on at least one of the three (nomination, compensation and audit) committees.
The founders only took salaries and dividends and derived no
president of Infosys, said, "the strengths are that we have been very successful in creating a value based system with a very strong focus on ethics, and strong division between personal and professional funds etc.
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
rating reflects our transparent shareholding pattern, sound Board practices, interactive decision-making process, high level of transparency.
Project By:
Rushabh Ajmera Ashita Dogra Anisha Gurbuxani Shweta Jain Ayesha Shaikh Neha Gurbuxani
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