Corporate Governance & Social Responsibility

Corporate Governance at
Infosys & Wipro
Group 07
Aayushi || PGP13005
Amrita Datta || PGP13021
Anurag Choudhary || PGP13038
Ashu Gupta || PGP13045
Mohammad Shoeb Ansar || PGP13142
Simran Chandra || PGP13224
Srijani Bagchi || PGP13229
Tannu Verma || PGP13237
Problem Statement

EQ

2021 2022
 About Wipro
Leading technology services and consulting firm Wipro Limited is dedicated to developing cutting-edge solutions that handle the most
demanding digital transformation needs of clients.

Corporate governance at Wipro

A. Wipro aims to enhance long term stakeholder value without compromising on CSR activities and ethical standards
B. Roles of the Board and of senior management as well as their relationships with others are clearly defined
C. Key factors which drive relationships of the Board and Senior management with various stakeholders involves sincerity,
fairness, good citizenship and commitment
D. “Spirit of Wipro” represents core values of the firm which have remained constant over the years. Values involved under “Spirit
of Wipro” involves:
○ Being passionate about client’s success
○ Treating each person with respect
○ Being global and responsible
○ Immense integrity in whatever we do
About Infosys

1981 CGSR Framework

Has a well-established system of Infosys is committed to
Has a presence in more than 45
corporate governance, which maintaining the highest standards
countries.A strong focus on
includes a board of directors, of corporate governance,
innovation and digital
independent auditors, and various transparency, and ethical
transformation. High-quality
committees to oversee different behavior, and it has established a
services, customer-centric
aspects of the company's robust system of governance
approach, and commitment to
operations structures, policies, and initiatives
innovation and social
to support this commitment.
responsibility.

4
 Corporate Governance Scorecard
● A tool used to assess the effectiveness of a
company's corporate governance practices
● Evaluating a company's performance
across a set of metrics designed to assess
various aspects of the company's
governance practices
● Aims to provide an objective assessment of
a company's governance practices
● Can be used by stakeholders to evaluate the
company's overall governance performance
and identify areas for improvement
● A standardized framework also helps
promote transparency and accountability in
corporate governance

5
 Corporate Governance Scorecard
S.No. Governance Parameters Points/ Score Infosys Ltd Wipro Ltd

1 Statement of company’s Philosophy on code of governance 2 2 2

2 Structure & Strength of Board 2 2 2

3
Chairman & CEO Duality
1 - 1
i) Promoter Executive Chairman- cum-MD/CEO
2 - 2
ii) Non-Promoter Executive Chairman-cum-MD/CEO
iii) Promoter Non-Executive Chairman 3 3 3

iv) Non-Executive Independent Chairman 4 4 4

4 Disclosure of tenure & age limit of directors 2 2 2

5 Disclosure of
(i)Definition of independent director 1 1 1
(ii) Definition of Financial Expert 1 1 0
(iii) Selection criteria of BOD incl. Independent directors 1 1 1

6 Post board meeting follow up system and compliances of the Board 2 - 2

procedure.
7 Appointment of Lead Independent Director 2 2 2

8 Disclosure of other provisions as to the Boards and committee

i) Definition of Independent Director (ID)
1 1 -
ii) Familiarization program and training to ID in annual report
iii) Separate meeting of ID 1 1 1
iv) Selection criteria and terms of employment on company website
v) Formal letter of appointment 1 1 1
vi) Limit of number of directorships
1 1 1
9 Disclosure of
1 1 1
i) Remuneration Policy
1 1 1
ii)Remuneration of Directors

10 Code of conduct
1 1 1
i) Information on Code of Conduct
1 1 1
ii) Affirmation of compliance
ii) Remuneration/ Compensation Committee 6
1 1
-Formation of the committee 1
1 1
-Information about number of committee meetings. 1
1 1
-Compliance of minimum requirement of No. of Non-Executive Directors in the committee. (At least 1
3 members)
1 1
-Compliance of the provisions of independent director as chairman of the committee 1
1 1
-Information about participation of meetings. 1
1 1
-Disclosure of Committee report. 1
iii) Shareholders/investors grievance committee 5
1 1
-Transparency in composition of the committee 1
1 1
-Information about nature of complaint & queries received and disposed-item wise. 1
1 1
-Information about number of committee meetings 1
1 1
-Information about action taken and 1
investors/shareholder survey
1 1
-Disclosure of Committee report 1
iv) Risk Management Committee 2
1 1
-Formation of committee 1
1 1
-Disclosure of committee charter report 1
v) Additional Committees like CSR Committee and Technology Committee 4
0 0
-Health and Safety & Environment Committee 1
1 1
-CSR and Sustainable Development Committee 1
1 0
-Investment Committee 1
1 1
-Other Committee 1
12 Disclosure and Transparency 24
2 2
-Significant related party transaction having potential conflict with the interest of the company 2
-Non-compliance related to capital market matters during the last 3 years.
2 2
-Board disclosure-Risk Management 2
2 2
-Information to the board on Risk Management 2
2 2
-Publishing of Risk Management Report 2
1 1
-Management Discuss And Analysis 1
2 2
-Information to Shareholders- 2
—Appointment of new director/re-appointment
1 1
of retiring directors 1
—Quarterly results & presentation —Share-Transfers
1 1
—Directors’ responsibility statement 1
1 1
-Shareholder right 1
1 1
-Audit Qualification 1
2 2
-Training of board members 2
2 2
-Evaluation of non-executive directors 2
2 2
-Resignation of Director with reason 2
2 2
2
1 1
1
13 General Body Meetings : 3
-Location and time of General Meetings held in last 3 years 1 1 1
-Details of Special Resolution passed in the last 3 AGM 1 1 1
-Details of resolution passed last year through Postal Ballot including the name of 1 1 1
conducting official and
voting procedure

14 Means of Communication and General Shareholder Information 2 2 2

15 Compliance of Corporate Governance and Auditors’ Certificate

i) Clean certificate from auditors
ii) Qualified certificate from auditors 5 5 5

2 2 2

16 Disclosure of stakeholders’ interest

(i)Environment, Health & Safety measures (EHS)

3 3 3

(ii)Human Resource Development initiative (HRD) 3 3 3

(iii)Corporate Social responsibility (CSR) 3 3 3

(iv)Industrial Relation (IR) 3 2 2

(v) Disclosures of policies on EHS, HRD, CSR & IR 3 2 3

Conclusion-Scorecard
● From the above analysis and interpretation it can be concluded both Infosys
and Wipro have excellent Corporate Governance Practices.
● Both companies disclose the changes in the structure of the Board of Directors
in their annual reports.
● The terms and conditions of appointment of the Independent Director are
disclosed in the annual report of both companies.
● Both companies had statutory committees like Audit Committee, Stakeholders
Relationship Committee, Remuneration Committee, Risk Management
Committee, and Corporate Social Responsibility Committee and also
complied with all mandatory requirements of Clause 49 of the Listing
Agreement.
● Independent Director is the chairman of the Audit Committee in both
companies according to SEBI’s regulation.

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Recommendations
Wipro Ltd. have Non-Executive Director Chairman, but to get better
score and more fairness, they should appoint Independent Director
01
Chairman.

Wipro Ltd. should disclose definition of Independent Director in its

annual report.
02

Infosys Ltd. should have post board meeting follow up system and
compliances of the board procedure.
03
References
1. https://www.ifc.org/wps/wcm/connect/topics_ext_content/ifc_external_corporate_site/ifc+cg/why+cor
porate+governance

2. https://economictimes.indiatimes.com/money-you/what-is-corporate-governance/articleshow/3995278
.cms

3. https://hbr.org/2015/03/corporate-governance-2-0
4. https://www.infosys.com/investors/corporate-governance/documents/corporate-governance-guidelines
.pdf
5. https://www.wipro.com/content/dam/nexus/en/investor/corporate-governance/policies-and-guidelines/
ethical-guidelines/12766-corporate-governance-guidelines.pdf
6. https://www.researchgate.net/publication/344350322_Corporate_Governance_Practices_A_Comparati
ve_Study_of_Infosys_Ltd_and_Wipro_Ltd

7. https://indianaccounting.org/downloads/003%20Dr.%20Meenu%20Maheshwari.pdf
8. https://www.researchgate.net/publication/340882079_Human_Resource_Disclosures_in_Corporate_A
nnual_Reports_of_Insurance_Companies_A_Case_of_Developing_Country
Thank You
We are open to questions!