CORPORATE GOVERNANCE

______________________________
PRESENTED BY: UJJAWAL K RAHUL
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THE TRIPLE-BOTTOMLINE IMPACT

economics

Business Impact
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environment

society

An Enterprises Triple Effect on Society

Sustainable Development Waste Control Equal Opportunities Education & Culture Community Regeneration

Emissions Business Impact Energy Use Product Life-cycle Product Value Wealth Generation Productive Employment Ethical Trading

Economic

Human Rights Employee Volunteers

PRESENTATION OUTLINE

Overview of Corporate Governance Unique Dimensions of Banks Governance Bank Boards, Directors, & Governance

OVERVIEW OF CORPORATE GOVERNANCE

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SOME DEFINITIONS

Corporate Governance is the system by which companies are directed and controlled

Cadbury Report (UK), 1992

to do with Power and Accountability: who exercises power, on behalf of whom, how the exercise of power is controlled.

Sir Adrian Cadbury, in Reflections on Corporate Governance, Ernest Sykes Memorial Lecture, 1993

A CANADIAN DEFINITION

the process and structure..to direct and manage the business and affairs of the corporation with the objective of enhancing shareholder value, which includes ensuring the financial viability of the business.

Where were the Directors? Guidelines for Improved Corporate Governance in Canada, TSE, 1994

AN OECD DEFINITION

Corporate governance involves a set of

relationships between a companys management, its board, its shareholders and other stakeholders ..also the structure through which objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined.

Preamble to the OECD Principles of Corporate Governance, 2004

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AN INDIAN DEFINITION

fundamental objective of corporate governance is the enhancement of the long-term shareholder value while at the same time protecting the interests of other stakeholders.

SEBI (Kumar Mangalam Birla) Report on Corporate Governance, January, 2000

A GANDHIAN DEFINITION

Trusteeship obligations inherent in company operations, where assets and resources are pooled and entrusted to the managers for optimal utilisation in the stakeholders interests.

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SOME FURTHER DEFINITIONS

Corporate governance is essentially about leadership:

leadership for efficiency; leadership for probity; leadership with responsibility; and leadership which is transparent and which is accountable.
- PRINCIPLES FOR CORPORATE GOVERNANCE IN THE COMMONWEALTH

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WHAT IS CORPORATE GOVERNANCE?

The Manner in which a Corporation is Run

Achieving its Objectives Transparency of its Operations Accountability & Reporting Good Corporate Citizenship

The Processes & Operating Relationships that Best Achieve Organisational Goals

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PARTIES TO CORPORATE GOVERNANCE

the regulatory body (e.g. the chief Executive Officer, the board of directors, management and shareholders) stakeholders who take part include suppliers, employees, creditors, customers and the community at large.

OBJECTIVE OF CORPORATE GOVERNANCE a) TO BUILD UP AN ENVIRONMENT OF TRUST AND CONFIDENCE AMONGST THOSE HAVING COMPETING AND CONFLICTING INTEREST b) TO ENHANCE SHAREHOLDERS VALUE AND PROTECT THE INTEREST OF OTHER STAKEHOLDERS BY ENHANCING THE CORPORATE PERFORMANCE AND ACCOUNTABILITY

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CORPORATE GOVERNANCE - ULTIMATE OBJECTIVE

TO ATTAIN HIGHEST STANDARD OF PROCEDURES AND PRACTICES FOLLOWED BY THE CORPORATE WORLD SO AS TO HAVE TRANSPARENCY IN ITS FUNCTIONING WITH AN ULTIMATE AIM TO MAXIMISE THE VALUE OF VARIOUS STAKEHOLDERS.

IMPACT OF CORPORATE GOVERNANCE

Strengthened economy Socio-economic development. Sustainable development Health of a nation depends substantially on how sound and ethical businesses are.

PRINCIPLE OF CORPORATE GOVERNANCE

Include honesty, trust and integrity, openness, performance orientation, responsibility and accountability, mutual respect, and commitment to the organization.

Rights and equitable treatment of shareholders: Organizations should respect the rights of shareholders and help shareholders to exercise those rights. They can help shareholders exercise their rights by effectively communicating information that is understandable and accessible and encouraging shareholders to participate in general meetings

 Interests

of other stakeholders: Organizations should recognize that they have legal and other obligations to all legitimate stakeholders. Role and responsibilities of the board: The board needs a range of skills and understanding to be able to deal with various business issues and have the ability to review and challenge management performance. It needs to be of sufficient size and have an appropriate level of commitment to fulfill its responsibilities and duties.

Integrity and ethical behaviour:

Ethical and responsible decision making is not only important for public relations, but it is also a necessary element in risk management and avoiding lawsuits. Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision making.

Disclosure and transparency: Organizations should clarify and make publicly known the roles and responsibilities of board and management to provide shareholders with a level of accountability. They should also implement procedures to independently verify and safeguard the integrity of the company's financial reporting.

THE NEED FOR CORPORATE GOVERNANCE

Unless a corporation embraces and demonstrates ethical conduct, it will not be able to succeed. Corporate governance is about ethical conduct in business. Corporate governance is beyond the realm of law. Corporate governance is a key element in improving the economic efficiency of a firm. Ensure cooperation of all the stakeholders

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IMPLEMENTATION OF CORPORATE GOVERNANCE IN INDIA

SHRI KUMAR MANGALAM COMMITTEE CONSTITUTED IN MAY 1999 TO PROMOTE AND RAISE
THE STANDARD OF CORPORATE GOVERNANCE IN INDIA

MANDATORY COMMITTEE:

RECOMMENDATIONS

OF

BIRLA

APPLIES TO LISTED COMPANIES WITH PAID UP CAPITAL OF Rs.3 CRORE AND ABOVE COMPOSITION OF BOARD OF DIRECTORS OPTIMUM COMBINATION OF EXECUTIVE & NON-EXECUTIVE DIRECTORS AUDIT COMMITTEE WITH 3 INDEPENDENT DIRECTORS WITH ONE HAVING FINANCIAL AND ACCOUNTING KNOWLEDGE.

MANDATORY RECOMMENDATIONS OF BIRLA COMMITTEE

REMUNERATION COMMITTEE BOARD PROCEDURES ATLEAST 4 MEETINGS OF THE BOARD IN A YEAR WITH MAXIMUM GAP OF 4 MONTHS BETWEEN 2 MEETINGS. TO REVIEW OPERATIONAL PLANS, CAPITAL BUDGETS, QUARTERLY RESULTS, MINUTES OF COMMITTEES MEETING. DIRECTOR SHALL NOT BE A MEMBER OF MORE THAN 10 COMMITTEE AND SHALL NOT ACT AS CHAIRMAN OF MORE THAN 5 COMMITTEES ACROSS ALL COMPANIES MANAGEMENT DISCUSSION AND ANALYSIS REPORT COVERING INDUSTRY STRUCTURE, OPPORTUNITIES, THREATS, RISKS, OUTLOOK, INTERNAL CONTROL SYSTEM INFORMATION SHARING WITH SHAREHOLDERS

NON-MANDATORY RECOMMENDATIONS OF BIRLA COMMITTEE

ROLE OF CHAIRMAN REMUNERATION COMMITTEE OF BOARD SHAREHOLDERS RIGHT FOR RECEIVING HALF YEARLY FINANCIAL PERFORMANCE POSTAL BALLOT COVERING CRITICAL MATTERS LIKE ALTERATION IN MEMORANDUM ETC

SALE OF WHOLE UNDERTAKING

OR

SUBSTANTIAL

PART

OF

THE

CORPORATE RESTRUCTURING FURTHER ISSUE OF CAPITAL VENTURING INTO NEW BUSINESSES

IMPLEMENTATION OF RECOMMENDATIONS OF BIRLA COMMITTEE

BY INTRODUCTION OF CLAUSE 49 IN THE LISTING AGREEMENT WITH STOCK EXCHANGES COMPOSITION OF BOARD - IN CASE OF FULL TIME CHAIRMAN, 50% NON-EXECUTIVE DIRECTORS AND 50% EXECUTIVE DIRECTORS

PROVISIONS OF CLAUSE 49

CONSTITUTION

WITH 3 INDEPENDENT DIRECTORS WITH CHAIRMAN HAVING SOUND FINANCIAL BACKGROUND. FINANCE DIRECTOR AND INTERNAL AUDIT HEAD TO BE SPECIAL INVITEES AND MINIMUM 3 MEETINGS TO BE CONVENED.
RESPONSIBLE FOR REVIEW OF FINANCIAL PERFORMANCE 0N HALF YEARLY/ANNUALLY BASIS; APPOINTMENT/ REMOVAL/REMUNERATION OF AUDITORS; REVIEW OF INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

OF

AUDIT

COMMITTEE

CLAUSE 49 REQUIREMENTS

REMUNERATION OF DIRECTORS REMUNERATION OF NON-EXECUTIVE DIRECTORS TO BE DECIDED BY THE BOARD. DETAILS OF REMUNERATION PACKAGE, STOCK OPTIONS, PERFORMANCE INCENTIVES OF DIRECTORS TO BE DISCLOSED BOARD PROCEDURES ATLEAST 4 MEETINGS IN A YEAR. DIRECTOR NOT TO BE MEMBER OF MORE THAN 10 COMMITTEES AND CHAIRMAN OF MORE THAN 5 COMMITTEES ACROSS ALL COMPANIES MANAGEMENT DISCUSSION & ANALYSIS REPORT SHOULD INCLUDE:

INDUSTRY STRUCTURE & DEVELOPMENTS OPPORTUNITIES & THREATS SEGMENT WISE OR PRODUCT WISE PERFORMANCE

CLAUSE 49 REQUIREMENTS

MANAGEMENT DISCUSSION & ANALYSIS REPORT TO INCLUDE:

OUTLOOK RISKS & CONCERNS INTERNAL CONTROL SYSTEMS & ITS ADEQUACY DISCUSSION ON FINANCIAL PERFORMANCE

DISCLOSURE BY DIRECTORS ON MATERIAL FINANCIAL AND COMMERCIAL TRANSACTIONS WITH THE COMPANY

SHAREHOLDERS INFORMATION - BRIEF RESUME OF

NEW/RE-APPOINTED DIRECTORS, QUARTERLY RESULTS TO BE SUBMITTED TO STOCK EXCHANGES AND TO BE PLACED ON WEB-SITE, PRESENTATION TO ANALYSTS

CLAUSE 49 REQUIREMENTS

SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE UNDER THE CHAIRMANSHIP OF INDEPENDENT DIRECTOR. MINIMUM 2 MEETINGS IN A YEAR REPORT ON CORPORATE GOVERNANCE AND CERTIFICATE FROM AUDITORS ON COMPLIANCE OF PROVISIONS OF CORPORATE GOVERNANCE AS PER CLAUSE 49 IN THE LISTING AGREEMENT

RECENT DEVELOPMENTS

COMMITTEE HEADED BY SHRI NARESH CHANDRA CONSTITUTED IN AUGUST 2002 TO EXAMINE CORPORATE AUDIT, ROLE OF AUDITORS, RELATIONSHIP OF COMPANY & AUDITOR RECOMMENDATION COMMITTEE:

OF

NARESH

CHANDRA

RECOMMENDED A LIST OF DISQUALIFICATIONS FOR AUDIT ASSIGNMENTS LIKE DIRECT RELATIONSHIP WITH COMPANY, ANY BUSINESS RELATIONSHIP WITH CLIENT, PERSONAL RELATIONSHIP WITH DIRECTOR AUDIT FIRMS NOT TO PROVIDE SERVICES SUCH AS ACCOUNTING, INTERNAL AUDIT ASSIGNMENTS ETC. TO AUDIT CLIENTS AUDITOR TO DISCLOSE CONTINGENT LIABILITIES HIGHLIGHT SIGNIFICANT ACCOUNTING POLICIES &

RECENT DEVELOPMENTS

RECOMMENDATION COMMITTEE:

OF

NARESH

CHANDRA

AUDIT COMMITTEE TO BE FIRST POINT OF REFERENCE FOR APPOINTMENT OF AUDITORS\ CEO & CFO OF LISTED COMPANY TO CERTIFY ON FAIRNESS, CORRECTNESS OF ANNUAL AUDITED ACCOUNTS REDEFINITION OF INDEPENDENT DIRECTORS DOES NOT HAVE ANY MATERIAL, PECUNIARY RELATIONSHIP OR TRANSACTION WITH THE COMPANY COMPOSITION OF BOARD OF DIRECTORS STATUTORY LIMIT ON THE SITTING FEE EXECUTIVE DIRECTORS TO BE REVIEWED TO NON-

RECOMMENDATIONS HAVE FORMED PART OF COMPANIES (AMENDMENT) BILL, 2003 (YET TO BE PASSED)

RECENT DEVELOPMENTS

SEBI CONSTITUTED A COMMITTEE HEADED BY SHRI N. R. NARAYANA MURTHY TO REVIEW EXISTING CODE OF CORPORATE GOVERNANCE RECOMMENDATIONS:

STRENGHTENING COMMITTEE

THE

RESPONSIBILITIES

OF

AUDIT

IMPROVING QUALITY OF FINANCIAL DISCLOSURES UTILISATION OF PROCEEDS FROM IPO TO ASSESS & DISCLOSE BUSINESS RISKS FORMAL CODE OF CONDUCT FOR BOARD WHISTLE BLOWER POLICY TO BE PALCE IN A COMPANY PROVIDING FREEDOM TO APPROACH THE AUDIT COMMITTEE SUBSIDIARIES TO BE REVIEWED BY AUDIT COMMITTEE OF HOLDING COMPANY

MANDATED CG GUIDELINES &DISCLOSURES BOARD OF DIRECTORS: FREQUENCY OF MEETINGS & COMPOSITION

Board must meet at least at least four times a year If the chairman of the Company is a non-executive then one-third of the board should consist of independent directors, else 50%

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Disclose the frequency of board meetings with their dates Disclose the attendance record of all directors in board meetings Full and detailed remuneration of each director (salary, sitting fees, commissions, stock options and perquisites) must be fully disclosed Loans given to executive directors must be fully disclosed to shareholders in the annual report of the company

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BOARD OF DIRECTORS: INFORMATION THAT MUST BE SUPPLIED

Operating plans, budgets and updates Quarterly results of company Minutes of the audit committee and other board committees Recruitment and remuneration of senior officers

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legal notices and claims, as well as any accidents, hazards, pollution issues and labor problems Details of joint ventures and collaborations Transactions involving payment towards goodwill, brand equity and intellectual property

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BOARD OF DIRECTORS : AUDIT COMMITTEE

Must have minimum of three members Chairman must be an independent director Must have at least three meetings per year Audit Committee functions Oversight of the companys financial reporting process Appointment / removal of external auditor

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Reviewing the annual financial statements Discussion about scope and design of audits Reviewing financial and legal risks

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DISCLOSURES TO SHAREHOLDERS
Board composition Qualifications and experience of directors Information about directors Warning against insider trading Details of grievances of shareholders Stock price data over the reporting year Financial effects of different situations Chapter reporting corporate governance practices

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CORPORATE GOVERNANCE
Types of directors Executive directors Non-executive directors Nominee directors Representative directors Alternative directors Shadow directors Associate directors

WHAT IS THE CURRENT STATUS ON CORPORATE GOVERNANCE PRACTICES?

Greater emphasis on leadership by example

Boards are returning to basic value systems

Each culture should look back to its roots for value systems Indias centuries old principles of Dharma

Value systems are helping build corporate governance framework for companies

Strengthening the moral fiber of the corporation

Boards are redefining value creation

Not merely increase in stock prices

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BOARD ROLE & RESPONSIBILITY

Provide/

Exercise

Leadership and Strategic Guidance Objective Judgement Independent of Management Control over the Company

Direct

and Control the Management of the Company Be Accountable at all times to All Shareholders

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DIMENSIONS OF BOARD RESPONSIBILITY

Direction involves
Formulation & Review of Company Policies, Strategies, Budgets and Plans, Risk Management Policies, Top Level HR Policies, etc Setting Objectives & Monitoring Performance Oversight of Acquisitions, Divestitures, Projects, Financial and Legal Compliance, etc

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DIMENSIONS OF BOARD RESPONSIBILITY

Control Involves

Prescribing Codes of Conduct, Overseeing Disclosure & Communication Processes, Ensuring Control Systems to Protect Company Assets Reviewing Performance & Realigning Action Initiatives to Achieve Company Objectives

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DIMENSIONS OF BOARD RESPONSIBILITY

Accountability Involves

Creating, Protecting and Enhancing Company Wealth and Resources Timely and Transparent Reporting Good Corporate Citizenry including Discharge of Stakeholder Obligations and Societal Responsibilities without Compromising the Shareholder Wealth Maximisation Goal

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CORPORATE GOVERNANCE & CAPITAL MARKET DRIVERS: A CONCEPTUAL FRAMEWORK

REGULATION & LEGISLATION

Regulators (SEBI/RBI)
Lenders (Banks/ Depositors)

Government Legislation

Stock Exchanges Listing Agreements

Shareholders/ Stakeholders

Listed Corporations (The Board & the Executive)

Market Operators (Rewards)

Institutional Investors Press/Media (Pension Funds/Insce Cos) (Opinion Makers)

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Market Operations, Critique & Monitoring

MAJOR RECOMMENDATIONS OF CADBURY COMMITTEE REPORT

A single person should not be vested with the decision making power i.e. the roles of chairman and chief executive should be separated clearly.

The non-executive directors should act independently while giving their judgement on issues of strategy; performance; allocation of resources; and designing the code of conduct. A majority of directors should be independent nonexecutive directors, i.e. they should not have any financial interests in the company.

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The term of the director can be extended beyond three years only after the prior approval of the shareholders. A Remuneration Committee with majority of nonexecutive directors should decide on the pay of the executive directors.

The Interim company report should give the balance sheet information and should be reviewed by the auditor.
The information regarding the audit fee should be made public and there should be regular rotation of the auditors.

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An objective and professional relationship with the auditors must be ensured.

It must be reported that a business is a going concern.

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MAJOR RECOMMENDATIONS OF CII

The board should meet minimum of six times a year, preferably at an interval of two months, and each meeting should have agenda items that require at least half a days discussion.
At least 30% of the board (where the chairman of the company is non-executive) and 50% (where the position of the chairman and managing director is combined) of
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listed companies with a turnover of Rs.100 crores and more should comprise of professionally competent and independent non-executive directors.

No person should hold directorships in more than 10 companies. In an earlier draft of the code this number was to exclude directorship on the companys subsidiaries (50% or more of equity holding) and affiliates (25% or more of equity holding).
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While re-appointing members of the board, companies should give the attendance record of the concerned directors. If a director has not been present (absent with or with out leave) for 50% or more meetings, then this should be explicitly stated in the resolution that is put to vote. As a general practice, one should not re-appoint any director who has not had the time to attend even one half of the meetings.
Non-executive directors should actively participate in board affairs and not be passive advisors, have clearly defined responsibilities within the board, and should be literate in understanding financials of the company.

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Non-executive directors should be adequately compensated through commissions and stock options. The need for remuneration committee of the board has been brushed aside as not being necessary. Board members should be provided timely and adequate information to enable them to discharge their duties. A comprehensive list of illustrations is provided in the code. Listed companies with a turnover of at least Rs. 100 crores and a paid up capital of at least Rs. 20 crores must appoint audit committees of the board within two years.

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UNIQUE DIMENSIONS OF BANK GOVERNANCE

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UNIQUE DIMENSIONS IN BANK GOVERNANCE

Bank Role in Good Governance Two-fold:

Governance Within Governance at Clients

As Fund-Providers, Banks Generate Multiplier Impact on Economy Confidence & Trust Key Bank Distress, Failure, Dis-Repute Impacts Economy, Erodes Country Standing Globally

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UNIQUE DIMENSIONS IN BANK GOVERNANCE

Stakeholder Dimension Very Strong in Banks

Depositors Borrowers Employees Community Regulators Government

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UNIQUE DIMENSIONS IN BANK GOVERNANCE

Banking Risk Potential

Internal Fraud & External Fraud, Highly Likely, since cash/cash equivalents closest in grab-chain Employment Practices/ Workplace Safety Product, Process, Business Practices Damages to Physical Assets & IPR/Brands Business Disruption Major Threat

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UNIQUE DIMENSIONS IN BANK GOVERNANCE

Non-Compliance (Intentionally or Otherwise) with Laws, Rules, Regulations Consequences of (Non) Compliance Risk in Banks

Legal or Regulatory Sanctions Financial or Reputational Loss

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UNIQUE DIMENSIONS IN BANK GOVERNANCE

Banks as Promoters of Good Governance

Prescribing Governance Standards at Borrowers (IFC, CalPERS, FIs) Encourage by Preferential Lending Rates, Other Terms Discourage by Adversarial Lending Rates, Other Terms A Measure of Strengthening Protection of Bank Assets, Hence Good for Banks Own Governance

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SOME UNIQUE DIMENSIONS OF PUBLIC SECTOR BANK GOVERNANCE IN DEVELOPING ECONOMIES

Political

& Bureaucratic Interventions Banking as a Policy Instrument Supervisory Interventions, Micro-Managing Captive Resource of First Resort Suspect Independence of Supervisory Institutions Lack of Accurate/ Timely Accounting & Disclosure Practices

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BANK BOARDS, DIRECTORS, & GOVERNANCE

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SOME UNIQUE ATTRIBUTES & RESPONSIBILITIES OF BANK BOARDS &DIRECTORS

Assume

Responsibility for Effective & Efficient Management, through Oversight Mechanisms Integrity is Indivisible; Role Model Director is the Most Persuasive Statement of Ethical values Consider Transparency as the Norm. Confidentiality should not lead to Opacity

Continued
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SOME UNIQUE ATTRIBUTES & RESPONSIBILITIES OF BANK BOARDS & DIRECTORS

Ultimate Responsibility for True and Fair Presentation Rests with the Board Poor Leadership Infects.

Adapted from Guidance for the Directors of Banks, Jonathan Charkham, (2003) [OECD-World Bank] Global Corporate Governance Forum, Washington

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SOME CLOSING THOUGHTS

Right-Size the Board and its Composition Complementary Skill-Sets & Financial Acumen Essential Fit & Proper Criteria for Membership More Focus on Oversight, Less on MicroManagement Contribution as Important as Surveillance

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SOME CLOSING THOUGHTS

Minimise Conflict of Interest Potential Respect Minority / External Shareholders Rights (Listed Public Sector Banks) Bank Boards to Go That Extra Mile: Go Beyond What is Prescribed to What is Appropriate That Way lies Greater Valuations & Better Reputations

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CORPORATE GOVERNANCETHE INFOSYS WAY

STARTED AS A SMALL UNIT IN 1981 BY MR. NARAYANA MURTHY WITH HIS SIX COLLEAGUES IN BOMBAY IN A SINGLE ROOM.

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Progress Of Infosys Technologies as on 31st March 2008

Market Capitaliz at-ion

Revenue

US $20.2 billion*

US $4,176 million**
Net income

US $1,155 million**
Global presenc -e

63 cities across 26 countries 91,187*

Employ e-es

Compa n-y

Started in 1981,with seven founders, US $250,and a dream

UNIQUE PRACTICE

The Infosys Technologies believe that the Board of Directors is at the core of corporate governance practice Oversees how management serves and protects the long term interest of all stakeholders.

Active and well informed and independent board is necessary to ensure highest
standards of corporate governance. The majority of the, 8 out of 15 are independent members. Infosys have audit, compensation, investor grievances, nominations, and risk

management committees which comprises only independent directors.

The company comply with Euroshareholders corporate governance guidelines, 2000. The recommendations of The Conference Board Commission on public trust and private enterprises in the US.

The company also adhere to the UN global compact programme.

furnish in the annual reports about its compliance with the corporate governance guidelines of six countries in their national languages.

THE HIGH PRIEST OF CORPORATE GOVERNANCE

By the late 1990s, Infosys Technologies Limited (Infosys) had clearly emerged one of the best managed companies in India. Its corporate governance practices seemed to be better than those of many other companies in India. Because of its good governance practices, Infosys was the recipient of many awards

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. In 2001, Infosys was rated India's most respected company by Business World. Infosys was also ranked second in corporate governance among 495 emerging companies in a survey conducted by Credit Lyonnais Securities Asia (CLSA) Emerging Markets. It was voted India's best managed company five years in a row (19962000) by the Asia money poll.

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Infosys had accepted the recommendation of both the CII and the Kumar Mangalam Birla Committee. This section provides an overview of corporate governance practices followed by Infosys.

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Infosys had an executive chairman and chief executive officer (CEO) and a managing director, president and chief operating officer (COO). The CEO was responsible for corporate strategy, brand equity, planning, external contacts, acquisitions, and board matters. The COO was responsible for all day-to-day operational issues and achievement of the annual targets in client satisfaction, sales, profits, quality, productivity, employee empowerment and employee retention.
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The CEO, COO, executive directors and the senior management made periodic presentations to the board on their targets, responsibilities and performance... Infosys-A Benchmark for Corporate Governance

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Some analysts felt that Infosys' corporate governance practices offered many lessons to corporate India. Infosys had shown that increasing shareholder wealth and safeguarding the interests of other stakeholders was not incompatible. Infosys had given its non-executive directors the mandate to pass judgment on the efficacy of its business plans. 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...
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THANKS FOR YOUR ATTENTION

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