‘GROUP NO.

10’
PGDM-A TIMSR
 Melzer Creado
 Swati Dalmia
 Karmesh Mehta
 Shruti Mhadgut
 Prerna Tuli
 Hardik Vaidya
 Mala Vyas
o Corporate governance - set of processes,
customs, policies, laws, and institutions
affecting the way a corporation is directed,
administered or controlled
o About Infosys

o Infosys-a benchmark for Corporate Governance

o Responsibilities of Chairman, CEO & COO

o Legal independent director

o Board membership criteria

o Memberships in other board

o Scheduling and selection of agenda items for Board meetings

o Availability of information to Board members

o Discussion with independent directors

o Materially significant related party transactions

o Audit Committee

o Compensation Committee

o Nominations Committee

o Investor Grievance Committee

o Risk Management Committee

This code is intended to supplement the Infosys Code of
Conduct.

o Our Principal Executive Officer

o Our Principal Financial Officer
o Our Principal Accounting Officer or Controller & all
professionals serving in the roles of Finance, Tax,
Accounting, Purchase, Treasury, Investor Relations, etc.
o Honest & Ethical Conduct

o Conflicts of Interest:

 Employment/ Outside Employment

 Outside Directorships
 Related Parties
 Gifts from Others

o Compliance with Government Laws, Rules & Regulations

o Violation of the Code

o Waivers & Amendments of the Code

 COMPLIANCE WITH THE
CORPORATE
GOVERNANCE CODES

o Revised Clause 49 of the Listing Agreement

o Naresh Chandra Committee

o Kumar Mangalam Birla Committee

o Euroshareholders Corporate Governance Guidelines 2000

o United Nations Global Compact Policy

o Formal Evaluation of Officers

o Board interaction with Clients, Employees, Institutional

Investors, the Government and the Press

o Risk Management
o Communication to the shareholders

o Investor grievances and share transfer

o Details of non-compliance

o Code of Conduct

o Whistle-blower policy
o Compliance is everyone’s business

o Responsibility to the Company and its Stockholders

 General Standards of Conduct

 Applicable Laws

o Conflicts of Interest

o Corporate Opportunities
o Protecting the Company`s Confidential Information

 Proprietary Information and Invention Agreement

 Disclosure of Company Confidential Information

 Requests of Regulatory Authorities

 Company Spokespeople
o Obligations Under Securities Law

o Prohibition Against Short- Selling

o Use of Company`s Assets

o Maintaining and Managing Records

o Records on Legal Hold

o Payment Practices

o Foreign Corrupt Practices

o Export Controls
o Customer Relationships
o Payments or Gifts from Others
o Handling the Confidential Information of Others
o Selecting Suppliers
o Government Relations
o Government Contracts
o Waivers

o Disciplinary Actions
o Indian Corporate Sector Regulators and companies have
been quick to incorporate some of the best International
Corporate Governance and Disclosure practices

o The need of the day is more training of Directors, Audit

Committee members and Senior Executives of
Companies
o The challenge is to design and sustain a system that
imbibes the spirit of Corporate Governance and not
merely the letter of the law
We thank our Prof. for Business Ethics, Ms. Shelly
K.
for giving us an opportunity to work on this project.
THANK YOU