Corporate Governance at Infosys

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Themes: Coporate Governance
Period : 1996 - 2001
Organization : Infosys Technologies Ltd.
Pub Date : 2001
Countries : India
Industry : Information Technology

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Case Code : CGOV001
Case Length : 12 Pages
Price: Rs. 300;

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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.

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