Corporate Governance

& Business Ethics

By :
GOPAL KUMAR AGARWAL
PGDM
Corporate governance is a reflection of our
culture, policies, our relationship with
stakeholders, and our commitment to
values. Infosys has been a pioneer in
benchmarking its corporate governance
practices with the best in the world.
Features ?
 The Companies is amongst highest market-cap companies in India.
 Turnover, Profits has grown every year.
 Company has one of the best compliance & disclosure system in the
world.
 The HR policies are par excellence involving learning, financing &
emotional value add carefully built in-house.
 The lenders Govt. Authorities & vendors of the company were paid on
time.
 Employees & their family members take part in the community
welfare initiatives of the company.
 Company has received awards in the areas of Quality, Technology,
Management, Corporate Governance etc.
 Infosys Technologies Ltd
8000

7000

6000

5000

4000 Operating Income

Operating Profit
3000

2000

1000

0
2000-01 2001-02 2002-03 2003-04 2004-05
Steps :
 Infosys provides consulting & IT services to client globally.
 Infosys uses a low risk Global Delivery Model (GDM) to accelerate
schedules with a high degree of time & cost predictability.
 Infosys has leveraged the global trend of offshore outsourcing.
 Infosys provides end-to-end business solutions that leverage
technology.
 Infosys focuses on new ways of business combining IT innovation &
adoption which also leveraging an organization’s current IT assets.
 Infosys work with large global corporations & new generation
technology companies – to build new products & services & to
implement their strategy.
Board Meetings
 Scheduling & Selection of agenda items of Board meetings.
 Availability of information to the members of the board.
 Independent director’s discussion.
 Materially significant related party transactions.
Board Committees
 The Audit Committee
 The Compensation Committee
 The Nominations Committee
 The Investor Grievance Committee
 The Investor Committee
 The Share Transfer Committee
Code of Ethics
 The Code of Ethics helps maintain the standards of business
conduct for Infosys Technologies Limited.
 The purpose of the Code is to determine wrong thing & promote
ethical conduct.
 It is applicable to the following persons of the Infosys:
- Principal Executive Officer.
- Principal Financial Officer.
- Principal Accounting Officer.
 The Officers of the Infosys should sign the acknowledgment form
indicating that they have understand the code.
 Infosys expects that all the Officers to act with the highest
standards of personal & professional integrity, honesty & ethical
conduct.
 An Officer duty to the company demands that he or she avoids &
discloses actual & apparent conflicts of the interest. Example
excludes: Outside Employment, Business Interests, Payments or
Gifts from Others, Corporate Opportunities.
 Infosys policy is to provide full, fair, accurate, timely &
understandable disclosures in reports & documents.
 The Officers should work legally under Government Laws, Rules
& Regulations.
 The violations of the law, Code, or other Company policies or
procedures should be reported to the HR dept or the Finance dept.
 Infosys is committed to continuously reviewing & updating its
policies & procedures.