11. INFY Corporate Governance

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    n osysCorporate Governance

    ModelCase of Sacking CFO ForCode of Conduct Violation

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    INTRODUCTION• Infosys is a global leader in consulting,

    technology, and outsourcing solutions.

    • As a proven partner focused on buildingtomorrow's enterprise, Infosys enables clients inmore than 50 countries to outperform thecompetition and stay ahead of the innovation

    curve.

    • With !5,000" employees, it provides enterprises with strategic insights on what lies ahead.

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    • #hey help enterprises transform and thrive in a

    changing world through strategic consulting,operational leadership, and the co$creation of brea%through solutions, including those in mobility,sustainability, big data, and cloud computing.

    • &At Infosys, we believe our responsibilities etend beyond business. #hat is why we established theInfosys (oundation ) to provide assistance to some of

    the more socially and economically depressed sectorsof the communities in which we wor%. And that is why we behave ethically and honestly in all ourinteractions ) with our clients, our partners and ouremployees.*

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    Subsidiaries:

    • Infosys +odestone -urich

    • Infosys #echnologies Australia /ty. +imited

    • Infosys /1 +imited• Infosys #ecnologia do rasil +tda

    • Infosys #echnologies 2hina 2o. +imited

    • Infosys #echnologies 3hanghai 2o. +imited

    • Infosys #echnologies• Infosys /ublic 3ervices Inc

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    • Infosys Lodestone (Zurich) #he global consultingfirm advises international companies on strategy and

    process optimi4ation as well as I# transformation.

    • Infosys Technologies (Australia) Pty. Limited We provide epertise to some of the world's maor

     ban%s and enterprises to ensure their applications meetthe highest standards of regulatory compliance,

    governance and security. 

    • Infosys Tecnologia do Brasil Ltda 1ur mission isto be a respected ra4ilian corporation that provides best$of$breed business solutions, leveraging technologyand global infrastructure, delivered by best$in$class

    people co$sourced from ra4il.

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    Infosys BPO

    • Infosys /1 +td., the business process outsourcingsubsidiary of Infosys +td was set up in April 6006.

    • Infosys /1 focuses on integrated end$to$end

    outsourcing and delivers transformational benefitsto its clients through reduced costs, ongoingproductivity improvements, and processreengineering.

    •  Infosys /1 operates in India, /oland, the 24ech7epublic, the 8etherlands, 3outh Africa, ra4il,9eico, 2osta 7ica, the :nited 3tates, /uerto 7ico,2hina, the /hilippines and Australia, and as of

    9arch ;, 60

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    • >ision

    "We will be a globally respected corporation.“ 

    • 9ission

    "Strategic Partnerships for Building Tomorrow’s

     Enterprise." 

    Infosys BPO

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    The alues that drie !nfosys BP underscore commitment to#

    • Client Value: #o surpass client epectations consistently 

    • Leadershi !y "#amle: #o set standards in our businessand transactions and be an eemplar for the industry andourselves

    • Integrity and Transarency: #o be ethical, sincere andopen in all our transactions

    • $airness: #o be obective and transaction$oriented, andthereby earn trust and respect

    • "#cellence: #o strive relentlessly, constantly improveourselves, our teams, our services and products to become the

     best

    Infosys BPO

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    Management Profiles

    %ame &esignation Anup :ppadhayay 2hief ?ecutive 1fficer and

    9anaging @irector, Infosys /1

    @eepa% halla 2hief (inancial 1fficer, Infosys /1

    7aghavendra >ice /resident and Bead $ Buman

    7esource @evelopment, Infosys /1

     Anantha 7adha%rishnan 3enior >ice /resident and ClobalBead of ?nterprise 3ervices,usiness #ransformation and#echnology 3ervices, Infosys /1

     >ive% 3harma >ice /resident and Bead $ Clobal3ales and 9ar%eting, Infosys /1

     Anup apoor >ice /resident and Bead $ 3trategicusiness :nits, Infosys /1

    apil Dain >ice /resident and Bead $ 3trategic

    usiness :nits, Infosys /1

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    Six more to besacked at Infosys

    BPO

    •  At least si employees at one ofInfosys /1's ?uropeansubsidiaries will be as%ed toleave soon after internalinvestigations revealed thatthey had produced inflatedinvoices and purportedly

    overbilled Apple for manymonths.

    • FApple for long has beendebating on engaging withIndian outsourcers and thisincident will certainly not go

    down well,F said /radeep9u%heri, president of Avasant. FApple may even want to reconsider itsengagement with Infosys/1.F

    8ov 60th  60< #he ?conomic#imes

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    Overbilling

    • 1verbilling is the practice of charging more than islegally or ethically acceptable on an invoice or bill.

    • Is an eample of breach of contract and result infines, lawsuits, or prison time.

    • 1verbilling schemes differ from false billing

    schemes.

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    Context to Infosys Case:

     Over!"arging #$$le In! for IT su$$ort

    servi!es

    • #he irregularities in Infosys /1's dealings with Applecame out during an internal audit.

    • ?ecutives misstated hours of wor% put in by agents, whooffer basic to moderately comple supportto Apple customers on Apple products.

    • #his was then wrongly billed to Apple, which is reported tohave paid Infosys /1.

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    • Bead of finance of Infosys /1 should have ta%en actionagainst the eecutives who were overbilling, but they wereloo%ing for incentives.

    • Infosys wrote bac% the credit to the client Apple.

    •  While transaction Guantum could not independently confirm

     but Infosys has said it was Ffinancially insignificantF.

    • #he case of overbilling of its marGuee client, Apple, was limitedto one facility in 24ech 7epublic.

    Context to Infosys Case:

     Over!"arging #$$le In! for IT su$$ort

    servi!es

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    Cor$orate %overnan!e

    • At Infosys, the goal of corporate governance is toensure fairness for every sta%eholder )customers, investors, vendor$partners, thecommunity, and the governments of thecountries of operation

    • Always see% to ensure that performance is driven by integrity.

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    Cor$orate %overnan!e P"iloso$"y

     Infosys corporate governance philosophy is based on the following principles:

    • 3atisfying the spirit of the law and not ust the letter of the law 

    • Coing beyond the law in upholding corporate governance standards

    •9aintaining transparency and a high degree of disclosure levels• 9a%ing a clear distinction between personal convenience and corporateresources

    • 2ommunicating eternally in a truthful manner about how the company isrun internally 

    • 2omplying with the laws in all the countries in which the company operates

    • Baving a simple and transparent corporate structure driven solely by business needs

    • ?mbracing a trusteeship model in which the management is the trustee ofthe shareholders' capital and not the owner

    • @riving the business on the basis of the belief, 'when in doubt, disclose'

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    TN' (OU)