Case 2 Infosys CSR

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Corporate Governance at Infosys

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This case was written by Dutta, S ICMR Center for Management Research (ICMR). It was
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rather than to illustrate either effective or ineffective handling of a management situation.
2002, ICMR Center for Management Research
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Corporate Governance at Infosys

“The fundamental objective of corporate governance is the enhancement of long-term shareholder
value while, at the same time, protecting the interests of other stakeholders.”
Kumar Mangalam Committee report on corporate governance, 1999.
“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.”
Narayana NR Murthy, Chairman and CEO, Infosys Technologies Limited (Infosys), 2001.
THE HIGH PRIEST OF CORPORATE GOVERNANCE

By the late 1990s, Infosys Technologies Limited (Infosys)1 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. In 2001, Infosys was rated India’s most respected company by Business
World2. 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 (1996-2000) by the Asiamoney poll. In 2000,
Infosys had been awarded the “National Award for Excellence in Corporate Governance” by the
Government of India. In 1999, Infosys had been selected as one of Asia’s leading companies in the
Far Eastern Economic Review’s REVIEW 2000 Survey and voted India’s most admired company
by The Economic Times.
Infosys had benchmarked its corporate governance practices against those of the best managed
companies in the world (Refer Exhibit I for broad structures and processes for good governance).
It was one of the first companies in India to publish a compliance report on corporate governance,
based on the recommendations of a committee constituted by the Confederation of Indian
Industries (CII). Infosys had also provided all the information required by the Cadbury committee 3
on corporate governance even though this was not a legal obligation. The Cadbury Committee had
made nineteen recommendations, and by 2001, Infosys had complied with all of them.
1
Infosys was one of India’s largest and most famous software companies and provided a range of
Information Technology (IT) consulting and software services to leading global organizations. Infosys
was involved in customized software development, Internet Consulting, application development and
offshore software services.
2
Businessworld, September 24, 2001.
3
The Cadbury Committee was set up in May 1991 in the United Kingdom. The stated objective of the
committee was “to help raise the standards of corporate governance and the level of confidence in
financial reporting and auditing by setting out clearly what it sees as the respective responsibilities of
those involved and what it believes is expected of them.” The Cadbury Committee on corporate
governance had made nineteen recommendations.
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Infosys maintained a high degree of transparency while disclosing information to stakeholders. It had
been providing 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.
CODE OF CORPORATE GOVERNANCE
In the late 1990s, the Confederation of Indian Industries (CII) published a code of corporate governance
(Refer Exhibit II for the highlights of the report). In 1999, the Securities and Exchange Board of India
(SEBI) appointed a committee under the Chairmanship of Kumar Mangalam Birla4 to recommend a
code of corporate governance. The report was submitted by the committee in November 1999 and
accepted by SEBI in December 1999 (Refer Exhibit III for the highlights of the report).
CORPORATE GOVERNANCE—THE INFOSYS WAY

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.
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.
The CEO, COO, executive directors and the senior management made periodic presentations to the
board on their targets, responsibilities and performance.
In 2001, the board had sixteen directors. There were eight executive directors and eight non-
executive directors (Refer Table I). Infosys believed that the one thing that could help them to
improve corporate governance was to bring international professionals on corporate boards (See
Table I). The board members were expected to possess the expertise, skills and experience
required to manage and guide a high growth, hi-tech software company. Expertise in strategy,
technology, finance, and human resources was essential. Generally, they were between 40 and 55
years of age and were not related to the other board members. They did not serve in any executive
or non-executive position in any company in direct competition with Infosys. The board members
were expected to rigorously 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.
Normally, the board meetings were scheduled at least a month in advance. Most of the meetings
were held at the company’s registered office at Electronics City, Bangalore, India. The chairman
of the board and the company secretary drafted the agenda for each board meeting and distributed
it in advance to the board members. Board members were free to suggest the inclusion of any item
on the agenda. Normally, the board met once a quarter to review the quarterly results and other
issues. The board also met on the occasion of the annual shareholders’ meeting. If the need arose,
additional meetings were held. The non-executive directors had to attend at least four board
meetings in a year. The board had access to any information that it wanted about the company.
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 non-
executive directors.
4
Chairman of Aditya Birla Group.
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Table I
Composition of the Board (2001)
Executive Directors Profile
Narayana NR Murthy Chairman of the Board and CEO since 1981. Also served as
managing director until February 1999.
Nandan M Nilekani Co-founder of Infosys. Managing Director, COO and President
since February 1999.
S Gopalkrishnan Co-founder of Infosys. Deputy Managing Director, Head of
Customer Service & Technology.
K Dinesh Co-founder of Infosys. Head of HRD, IS, Quality & productivity.
SD Shibutal Co-founder of Infosys. Head of Customer Delivery.

TV Mohandas Pai CFO, Head of Administration and Facilities.
Phaneesh Murthy Head of Sales & Marketing.
Srinath Batni Head of West North America.
NON-EXECUTIVE DIRECTORS
Deepak M Satwalekar Managing Director of Housing Development Finance Corporation

Ltd. since 1993.
Dr Marti G Charles E. Merrill Professor of Finance and Economics at the
Subrahmanyam Stern School of Business at New York University since 1993.
Ramesh Vangal President of Seagram Asia Pacific since 1997.
Philip Yeo Executive Chairman of the Singapore Economic Development
Board. Also, Deputy Chairman of the National Science and
Technology Board and Chairman of Pidemco Land, a subsidiary
of the Singapore Technologies Group.
Senator Larry Pressler Member of Congress for 22 years. A senior partner in the
Washington, D.C. law firm of O’Conner & Hannan.
Dr Omkar Goswami Senior Consultant and Chief Economist to the Confederation of
Indian Industry (CII).
Dr Jitenrda Singh Saul P. Steinberg Professor in the Department of Management at
the Wharton School, University of Pennsylvania.
Rama Bijapurkar A recognised thought leader on marketing strategy and consumer
related issues in India and runs a strategic marketing consulting
practice working across a wide range of sectors, helping
organizations develop marketing strategies.
Source: Annual Report, 2000-01
The nominations committee had four non-executive directors who looked after the issue of
retirement of existing members and their re-appointment, on the basis of their performance. The
nominations committee constantly evaluated the contribution of the members of the board and
recommended to shareholders their re-appointment. The executive directors were appointed by the
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shareholders for a maximum 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.
The compensation committee, which had three non-executive directors, looked after issues relating
to compensation and benefits for board members. It determined and recommended to the board,
the compensation payable to the members of the board. The compensation of the executive
directors consisted of a fixed component that was paid monthly, and a variable component, which
was paid quarterly, based on performance. The annual compensation of the executive directors was
approved by the compensation committee within the parameters set by the shareholders at the
shareholders meetings. The shareholders determined the compensation of the executive directors
for the entire period of their term.
The compensation of the non-executive directors was approved at a meeting of the full board. The

components were a fixed amount, and a variable amount based on their attendance of the board
and committee meetings. The total compensation payable to all the non-executive directors
together was limited to a fixed sum per year determined by the board. This sum was within the
limit of 0.5% of the net profits of the company for the year calculated, as per the provisions of the
Companies Act and as approved by the shareholders. The compensation payable to the non-
executive directors (and the method of calculation) was disclosed in the financial statements. Since
1999, the non-executive 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).
Table II
Compensation Payable to Non-executive Directors (1999)
In Rs Million
Pro Rata Compensation Payable on
Name Total
Compensation Attendance
Susim M. Datta* 0.36 0.30 0.66
Deepak M. Satwalekar 0.36 0.36 0.72
Ramesh Vangal 0.36 0.10 0.46
Dr.Marti G. Subrahmanyam 0.36 0.20 0.56
Total 1.44 0.96 2.40
*Susim M Datta retired from the board in 2000.
In 1999, the board had four non-executive directors and six executive directors.
Source: Annual Report, 1998-99
None of the directors gained financially from any other contract of significance which the company or any of
its subsidiary undertakings was party to.
The audit committee was responsible for effective supervision of the financial reporting process,
ensuring financial and accounting controls and compliance with the financial policies of the
company. The committee periodically interacted with the statutory auditors and the internal
auditors to ascertain the quality of the company’s transactions; to review the manner in which they
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were performing their responsibilities; and to discuss auditing, internal control and financial
reporting issues. The committee provided overall direction on the risk management policies and
also indicated the areas that internal and management audits should focus on. The committee had
full access to financial data. The committee reviewed the annual and half yearly financial
statements before they were submitted 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.
As per the recommendations of the Kumar Mangalam Committee, Infosys included a separate
section on corporate governance in its annual report, which disclosed the remuneration paid to
directors in all forms, including salary, benefits, bonuses, stock options. The annual report also
carried a compliance certificate from the auditors.
Infosys also laid emphasis on succession planning and management development. The chairman
reviewed succession planning and management development with the board from time to time.
The chairman and CEO also managed all interaction with the investors, media, and the
government. Where necessary, he took advice and help from the managing director, president, and

COO as well as the CFO. The managing director and COO managed all interactions with the
clients, taking the advice and the help of the CEO. Both the CEO and the COO handled employee
communication.
INFOSYS-A BENCHMARK FOR CORPORATE GOVERNANCE

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 judgement 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. Infosys’ founders had set very high standards, in a country
where malpractices by founders were rampant. The founders only took salaries and dividends and
derived no other financial benefits from the company.
Commenting on the strengths and weaknesses of Infosys’ corporate governance, Nandan M
Nilekani, Managing Director, Chief Operating Officer and 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. That has
translated into brand equity, shareholder value etc. Obviously, we can do things better. We believe
that we can never stand still. We will keep looking at global best practices, what the world is
saying on this front. We keep trying to improve the way we manage to be on par with it.”
It remained to be seen whether other Indian companies could emulate Infosys form of corporate
governance.
QUESTIONS FOR DISCUSSION:
1. Infosys deserves the credit for setting the role model for rest of corporate India as far as
corporate governance is concerned. It has not only taken to governance but also benchmarked
it with the global practices. Explain the salient features of Infosys corporate governance
practices and comment on the same.
2. The Securities and Exchange Board of India (SEBI) has decided to incorporate the corporate
governance norms as part of the requirements for listing. Do you think implementation of
corporate governance norms will make corporate India more professional in its approach to
doing business?
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Exhibit I
Broad Structures and Processes for Good Governance
Structures Processes
Limit the size of the board so that each Develop guidelines for the use of committees
director can contribute, and avoid coalitions to ensure that basic tasks are fulfilled and
complex topics are explored in sufficient depth.
Separate the roles of CEO and Chairman to Rotate directors through the various
avoid potential conflicts of interest committees to ensure a mix of views
Avoid inside directors on the committees so Ensure that outside directors, as a group, meet
that executives do not audit, evaluate, and alone on a specific number of occasions every
reward themselves year
Ensure a majority of outside directors so that Choose a lead director to prevent insiders from

tough questions are asked dominating the agenda
Require directors to resign upon retirement, Ensure unrestricted access for board to
or upon change in employment or management so that information is not filtered
responsibilities
Limit the number of other boards of directors Establish additional models of information-
on which directors can serve flow to ensure sufficient information
Place the whole board up for re-election each Insist on regular attendance at board meetings
year to maintain a mix of skills by all directors
Impose term limits to introduce fresh and Establish an orientation programme so that
potentially critical viewpoints while avoiding new directors can contribute quickly
groupthink
Establish a set of qualifications for directors, Develop effective recruitment and evaluation
and use them to screen new candidates processes for the board
Impose a retirement age to maintain a mix of Ensure that the management reports regularly
skill, energy, enthusiasm, and commitment to the board on succession planning
Source: Business Today, November 7, 1999.
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Exhibit II
Highlights of the Confederation of Indian Industry Report on Corporate Governance
The full board should meet at least six times a year, preferably at an interval of two months, and
each meeting should have on its agenda items that require at least half a day’s discussion.
Any listed company with a turnover of Rs.1 bn and higher should have professionally
competent, independent, non-executive directors, who should constitute at least 30% of the
board if the chairman of the company was a non-executive director, or at least 50% of the board
if the chairman and managing director was the same person.
No single person should hold directorships in more than ten companies.
For non-executive directors to play a material role in corporate decision making and maximize long
term shareholder value, they should be active participants on the board, not passive advisors. They
should have clearly defined responsibilities and the requisite knowledge to read a balance sheet,
profit and loss account, cash flow statements and financial ratios. They should also have some

knowledge of various company laws. However, experts in other fields such as science and
technology who were invited to join boards need not have knowledge of company laws etc.
To get non-executive directors to make meaningful contributions companies should pay a
commission over and above the sitting fees for the use of professional inputs. The commission
should be 1% of net profits (if the company had a managing director), or 3% (if there was no
managing director). The non-executive directors should be offered stock options, so as to relate
rewards to performance.
While re-appointing members of the board, companies should consider the attendance record of the
directors. If a director was not present (absent with or without leave) for half or more than half the
meetings, then this should be explicitly stated in the resolution that would be put to vote. A director
who did not have the time to attend even half the meetings should not be reappointed.
The following information should be reported and placed before the board:
Annual operating plans and budgets, together with up-dated long term plans
Capital budgets, manpower and overhead budgets
Quarterly results for the company as a whole and its operating divisions or business segments
Internal audit reports, including cases of theft and dishonesty of a material nature
Show cause, demand and prosecution notices received from revenue authorities that are
considered to be materially important. (material nature of any exposure that exceeds 1% of
the company’s net worth)
Reports of fatal or serious accidents, dangerous occurrences, and any effluent or pollution
problems
Default in payment of interest or non-payment of the principal on any public deposit, and/or
to any secured creditor or financial institution
Defaults such as non-payment of inter-corporate deposits by or to the company, or
materially substantial non-payment for goods sold by the company
Any issue which involves possible public or product liability claims of a substantial nature,
including any judgement or order which may have either passed strictures on the conduct of
the company, or taken an adverse view regarding another enterprise that can have negative
implications for the company
Contd…
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Contd…
Details of any joint venture or collaboration agreement
Transactions that involve substantial payment for achieving goodwill, improving brand
equity, and for acquiring intellectual property
Recruitment and remuneration of senior officers just below the board level, including
appointment or removal of the chief financial officer and the company secretary
Labor problems and their proposed solutions
Quarterly details of foreign exchange exposure and the steps taken by management to limit
the risks of adverse exchange rate movement
Listed companies with either a turnover of over Rs. 1 bn or a paid-up capital of Rs. 200 mn,
should set up audit committees within two years. Audit committees should have at least three
members, all drawn from a company’s non-executive directors, who should have adequate

knowledge of finance, accounts and the basic elements of company law. To be effective, the
audit committee should have clearly defined terms of reference and its members must be willing
to spend more time on the company’s work than other non-executive directors. Audit
committees should assist the board in its tasks related to corporate accounting and reporting
practices, financial and accounting controls, and financial statements and proposals that
accompany the public issue of any security- and thus provide effective supervision of the
financial reporting process. The audit committee should periodically interact with the statutory
auditors and the internal auditors to ascertain the quality of the company’s accounts as well as
the capability of the auditors themselves.
For the audit committee to discharge its responsibilities with due diligence, the management
should ensure that members of the committee have full access to the financial data of the
company, its subsidiary and associated companies, including data on contingent liabilities, debt
exposure, current liabilities, loans and investments. Under “Additional Shareholders’
Information,” listed companies should provide data on high and low monthly averages of share
prices in a major stock exchange where the company was listed for the reporting year.
Major Indian stock exchanges should insist that every company issue a compliance certificate,
signed by the CEO and CFO, which should clearly state that the management was responsible
for the preparation, integrity and fair presentation of the financial statements and other
information in the annual report. The compliance certificate should also suggest that the
company would continue in business in the course of the following year and that the accounting
policies and principles confirm to standard practice, and where they did not, full disclosure was
to be made of any material departures. It should also state that the board had overseen the
company’s system of internal accounting and administrative controls systems either directly or
through its audit committee (for companies with a turnover of Rs. 1 bn or paid-up capital of Rs.
200 mn).
For all companies with a paid-up capital of Rs 200 mn or more, the quality and quantity of
disclosure that accompanied a GDR issue should be the norm for any domestic issue.
Government should allow far greater funding to the corporate sector against the security of
shares and other paper.
The financial institutions as pure creditors should not have nominee directors, except in the
event of serious and systematic debt default and in cases of the debtor company not providing
six monthly or quarterly operational data to the concerned financial institutions.
Contd…
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Contd…
If any company went to more than one credit rating agency, then it should divulge in the
prospectus and issue document, the rating of all the agencies that conducted this exercise. It was
not enough to state the ratings. These must be given in a tabular format that showed where the
company stood. According to the report, “it makes considerable difference to an investor to
know whether the rating agency or agencies placed the company in the top slots, or in the
middle, or in the bottom. It is essential that we look at the quantity and quality of disclosures
that accompany the issue of company bonds, debentures, and fixed deposits in the USA and
Britain - if only to learn what more can be done to inspire confidence and create an environment
of transparency.” Finally, companies that were making foreign debt issues could not have two
sets of disclosure norms: an exhaustive one for the foreigners, and a relatively minuscule one
for Indian investors.
Companies that defaulted on fixed deposits should not be permitted to accept further deposits
and make inter-corporate loans or investments until the default was made good.

The report also recommended that financial institutions take a policy decision to withdraw from
boards of companies where their individual shareholding was 5% or less, or where the total
holding of financial institutions was under 10%.
Source: The Draft Report of the Confederation of Indian Industry committee on Corporate Governance.
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Exhibit III
Highlights of the Kumar Mangalam Birla Committee Report
on Corporate Governance
The board should have an optimum combination of executive and non-executive directors
and at least 50% of the board should comprise of non-executive directors. Further, if the
chairman is a non-executive member, at least one-third of the board should comprise of
independent directors; but if the chairman is an executive member, at least half of the board
should comprise of independent directors.
A qualified and an independent “Audit Committee” should be set up by the board of the
company. This would go a long way in enhancing the credibility of the financial disclosures
of the company and promoting transparency.
The board should set up a “Remuneration Committee” to determine on their behalf and on
behalf of the shareholders, with agreed terms of reference, the company’s policy on specific
remuneration packages for executive directors, including pension rights and any

compensation payment.
The board should set up a committee under the chairmanship of a non-executive/
independent director to specifically look into shareholder issues, including share transfer
and redressal of shareholder complaints.
To expedite the process of share transfers, the board should delegate the power of share
transfer to an officer or a committee, or to the registrar and share transfer agents. The
delegated authority should attend to share transfer formalities at least once in a fortnight.
The Corporate Governance section of the Annual Report should disclose the remuneration
paid to directors in all forms, including salary, benefits, bonuses, stock options, pension and
other fixed as well as performance linked incentives paid to the directors.
The board meetings should be held at least four times a year, with a maximum time gap of
four months between any two meetings. All information recommended by the SEBI
Committee should be placed before the Board.
As a part of the disclosure related to Management, in addition to the Directors’ Report, the
Management Discussion and Analysis Report should form part of the Annual Report to the
shareholders.
All company related information like quarterly results and presentations made by companies
to analysts may be put on company’s website or may be sent in such a form so as to enable
the stock exchange on which the company is listed to put it on its own website.
There should be a separate section on Corporate Governance in the Annual Report, with
details on the level of compliance achieved by the Company. Non-compliance of any
mandatory recommendations, with reasons thereof, and the extent to which the non-
mandatory recommendations have been adopted should be specifically highlighted.
The non-executive chairman of the company should be entitled to maintain an office at the
company’s expense and also allowed reimbursement of expenses incurred in the
performance of his duties. This will enable him to discharge his responsibilities effectively
(This is a non-mandatory recommendation).
No director should be a member in more than 10 committees or act as chairman of more
than five committees across all companies of which he is a director. Furthermore, it should
be a mandatory annual requirement for every director to inform the company about the
committee positions he occupies in other companies and changes.
Contd…
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Contd…
While appointing a new director or re-appointing an existing director, a company should
provide a brief resume describing the specific functional areas and names of companies in
which the person also hold the directorship, and the committees of the board that he is a
member. These should form part of the notice to shareholders.
Disclosures to be made to the board by the management relating to all material, financial
and commercial transactions, where they have personal interest, that may have a potential
conflict with the interest of the company at large. These include dealing in company shares,
commercial dealings with bodies that have shareholding of management and their relatives,
etc.
The half yearly declaration of financial performance, including summary of the significant
events in the last six months, should be sent to each shareholder.
The financial institutions should, under normal circumstances, have no direct influence over
board’s decision making. They should not have nominees on the board, merely by virtue of

their financial stake in the company. However, the term lending financial institutions can
have nominees on the boards of the borrower companies to protect their interests as
creditors. In such cases, the nominee directors should take an active interest in the activities
of the board and assume equal responsibility, as any other director on the board.
A certificate from the auditors on compliance should form part of the Annual Report and
Annual Return. A copy of the certificate has to be sent to the Stock Exchanges.
Source: The Draft Report of the Kumar Mangalam Birla Committee on Corporate Governance.
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Additional Readings and References:
1. Gandhok Tejpavan, Wealth Creators and destroyers: Corporate Governance should be

viewed within an economic framework, Business Standard, October 16, 2001.
2. Brian Carvalho, BT 500: India’s Most Valuable Companies, Business Today, October 14, 2001.
3. Snakes and Ladders, Business World, September 24, 2001.
4. Thomsen Mark, Better Corporate Governance Pays off for Large Companies in
Emerging Markets, www.SocialFunds.com, June 4, 2001.
5. The new governance charter, Business Today, November 7, 1999.
6. Ch. Rajeshwar, Infosys Avataar: Balancing Money and Morals, Chartered Financial
Analyst, July 1999.
7. Chand Fakir, ‘How we built Infosys from Scratch’, www.rediff.com.

8. ET Awards for Dhirubhai, Kurien, Murthy, HDFC Bank, Infy, The Economic Times.
9. Infosys Annual Reports – 1999-2000, 2000-2001.
10. Confederation of Indian Industries Code of Corporate Governance.
11. Report of the Kumar Managalam Birla Committee on Corporate Governance.
12. www.infy.com
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702-001-1

ICMR Center for Management Research

Corporate Governance at Infosys

2002, ICMR Center for Management Research

ICMR, Plot # 49, Nagarjuna Hills, Hyderabad 500 082, India

Distributed by The Case Centre North America Rest of the world

Corporate Governance at Infosys

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THE HIGH PRIEST OF CORPORATE GOVERNANCE

CODE OF CORPORATE GOVERNANCE

CORPORATE GOVERNANCE—THE INFOSYS WAY

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SD Shibutal Co-founder of Infosys. Head of Customer Delivery.

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Deepak M Satwalekar Managing Director of Housing Development Finance Corporation

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Source: Annual Report, 1998-99

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INFOSYS-A BENCHMARK FOR CORPORATE GOVERNANCE

QUESTIONS FOR DISCUSSION:

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Usage permitted only within these parameters otherwise contact info@thecasecentre.org

Usage permitted only within these parameters otherwise contact info@thecasecentre.org

Usage permitted only within these parameters otherwise contact info@thecasecentre.org

Usage permitted only within these parameters otherwise contact info@thecasecentre.org

Usage permitted only within these parameters otherwise contact info@thecasecentre.org

Additional Readings and References:

1. Gandhok Tejpavan, Wealth Creators and destroyers: Corporate Governance should be

Usage permitted only within these parameters otherwise contact info@thecasecentre.org

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