INFOSYS Ltd.

INTRODUCTION

Infosys Technologies Limited is a multinational information technology

Services Company headquartered in Bangalore, India. It is one of India's largest
IT companies with 105,453 professionals (including subsidiaries) as of Nov 9,
2009.It has offices in 22 countries and development centers in India, China,
Australia, UK, Canada and Japan.
Infosys was founded on July 2, 1981 in Pune by N R Narayana Murthy and
six others:, N. S. Raghavan, Kris Gopalakrishnan, S. D. Shibulal,

K. Dinesh and Ashok Arora,] with N. S. Raghavan officially being the first
employee of the company.

Nandan Nilekani Murthy started the company by borrowing INR 10,000 from
his wife Sudha Murthy. The company was incorporated as "Infosys Consultants
Pvt Ltd.", with Raghavan's house in Model Colony, north-central Pune as the
registered office.

In 1982, Infosys opened an office in Bangalore, which soon became its

headquarters.
Infosys headquarters in Bangalore, India.

Infosys went public in 1993. Interestingly, Infosys IPO was under subscribed
but it was "bailed out" by US investment banker Morgan Stanley which picked
up 13% of equity at the offer price of Rs. 95 per share. The share price surged to
Rs. 8,100 by 1999 making it the costliest share on the market at the time. At that
time, Infosys was among the 20 biggest companies by market capitalization on
the NASDAQ well ahead of Adobe Systems, Novell and Lycos.

According to Forbes magazine, since listing on the Bombay Stock Exchange till
the year 2000, Infosys' sales and earnings compounded at more than 70% a
year.
In the year 2000, President of the United States Bill Clinton complimented India
on its achievements in high technology areas citing the example of Infosys.
In 2001, it was rated Best Employer in India by Business Today.
Infosys won the Global MAKE (Most Admired Knowledge Enterprises) award,
for the years 2003, 2004 and 2005, being the only Indian company to win this
award and is inducted into the Global Hall of Fame for the same.

Infosys was rated best employer to work for in 2000, 2001, and 2002 by Hewitt
Associates. In 2007, Infosys received over 1.3 million applications and hired
fewer than 3% of applicants.

Business Week reported that Infosys, along with Wipro and Tata accounted for
nearly 80% of the [H-1B] visa petitions approved in 2007 for the top 10
participants in the program.

In April 2009, Forbes rated Infosys among the 5 best performing companies in
the software and services sector in the world.

In 2009, Infosys was considered one of the Business Week’s 50 Most

Innovative Companies.

From December 2008 till April 2009, Infosys fired over 2500 employees for
poor performance. The company has been hit hard by lower income from a
crisis hit European and North American market. On April 15, 2009 Infosys
reported its first ever-sequential fall in its revenue in a decade during the March
2009 quarter.
Infosys Technologies Limited

TYPE - Public

BSE - 500209

NASDAQ - Infy

FOUNDED - July 2,1981

HEAD QUARTERS - Banglore,India

KEY PEOPLE - N.R.Narayana Murthy

(chairman)

Salil Parekh

(CEO) & (Director)

INDUSTRY - Software services

PRODUCTS - IT service

SERVICES - Information Technoly consulting services

& solutions
REVENUE - US$3.16 billion(2018)

NET INCOME - US$1.16 billion(2018)

EMPLOYEES - 1,03,905(2018)

WEBSITE - Infosys.com

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 Birla5 to recommend a code of corporate governance...
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.

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.

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...

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 named best Indian company in Corporate Governance

Technology behemoth Infosys Technologies has been named as the best company in India in
terms of Corporate Governance in The Asset Magazine’s annual Corporate Governance Index
2008. The results have been released and are to be published in the November 2008 issue of
The Asset.
Dwelling on the theme that Corporate Governance is both an art and a science., The Asset, for
the past ten years, has been emphasising on the ‘art’ part by canvassing the opinion of
institutional investors, sellside analysts and The Asset’s board of editors. This year, The Asset
has drilled down further into understanding corporate governance practices in companies in the
region by comparing these with international best standards.
Infosys has said that its basis for corporate governance standards is the Combined Code
Principles of Good Governance and Code of Best Practice derived by the committee on its final
report and from the Cadbury and Greenbury Reports. Besies, the White Paper on Corporate
Governance in Asia produced by the Organization for Economic Cooperation and
Development (OECD) has also been a base for the initiatives.
Companies were invited to present their annual results in complying with best practices. In
addition, participating companies were asked to submit their compliance to best practices in
such areas such as composition of board of directors, which was 20 per cent weighted; audit
committee (15 per cent); remuneration committee (15 per cent), risk management committee
(15 per cent), nomination committee (15 per cent), corporate social responsibility (10 per cent),
investor relations (5 per cent) and digital communication (5 per cent). The scores are then
weighted and combined with the score achieved in the presentation part of the process with an
85 per cent /15 per cent weighting between compliance and voting by the board of editors.
The Asset Magazine is a financial business magazine written for users and providers of
financial services in Asia.