Corporate Governance Presentation by Pavan Kumar Vijay at Assocham

1. Corporate Governance Theory & Practice Pavan Kumar Vijay Past President, ICSI MD, Corporate Professionals Date: 21/04/2010 ASSOCHAM

5. Stakeholders in Value Chain SUPPLIERS CUSTOMERS HUMAN RESOURCE Supply Funds, Materials and Services Value Addition and Management of Resources Give Opportunity to Co. to Satisfy their Needs Adequate Returns for Funds, Material and Services Supplied Adequate Salary and Security for leading a Happy Life Best Quality Products and Customer Care at Minimum Prices ROLE OF STAKEHOLDERS EXPECTATIONS OF STAKEHOLDERS Potential Suppliers, Human Resources and Customers Biological, Economic and Cultural Environment PUBLIC PUBLIC EXPECTS PARTNERHIP FOR SUSTAINABLE DEVELOPMENT

6. Principles of Corporate Excellence Fairness to all stakeholders Mutual Trust, Transparency and Togetherness Unrestricted Communication and Continuous Feedback Sharing Knowledge, Success Stories and Experience Sharing Happiness and Concerns Helping Each Other – Round the Clock

7. Infact, these principles are the foundation of Best Governed Organisations irrespective of their form and size

13. Environment Civil Society Business Society SUSTAINABLE DEVELOPMENT

15. Satyam Vada Dharmam Chara - Taittariya Upanishad

22. Worshipping 33 Crore Godheads signifying various species, plants, cosmic elements, …

25. The four essential principles of Mahatma Gandhi's philosophy Truth , Ahimsa , Trusteeship and Constructive Action

29. CG – Theory & Practice

33. Outstanding Performance, Higher Profits, Expanded Market Reach and the like FAILS to protect a company which has put good governance & ethics at the back burner…. History is Witness S U C E S S D I S A S T E R

36. Secret behind building foundations ..…Only the culture of strict adherence to good compliance can keep a company ahead on sustainable basis , bring in larger profits…

37. CORPORATE GOVERNANCE AT

38. Company Philosophy on Corporate Governance Corporate Governance standards should go beyond the law. Maintain high degree of disclosure levels. When in doubt, disclose. Make a clear distinction between personal conveniences & corporate resources. Management is the trustee of the shareholders’ capital and not the owner.

39. Board Meetings 2. Drafting of Agenda by Chairman of the Board & Company Secretary in consultation with Lead Independent Director 3. Circulation to all Directors 4. Recommendations for inclusion of items 5. Inclusion of items in the agenda 6. Meetings of Committees 7. Formal Board Meeting with video conferencing facilities to all directors 1. Scheduling of dates of Board Meetings

40. Committees Management Audit Committee – 6 Members – All Independent Directors (Cl. 49 requires minimum 3 directors) Compensation Committee – 4 Members – All Independent Directors (Non-mandatory under Cl 49) Nomination Committee – 5 Members – All Independent Directors (Not required under Cl 49) Investors’ Grievance Committee – 4 Members – All Independent Directors (Cl 49 requires only the Chairman to be independent) – 0 Pending Complaint Investment Committee – 7 Members – All Executive Directors (Not required under CL 49) Each committee has its detailed charter.

42. And That’s what makes Infosys A value driven organization CRISIL – CRISIL GVC Level 1 ICRA – CGR 1

43. Present Status of CG Practices – The CRISIL Experience Practice Status Equitable Treatment of Shareholders Moderate Transparency and Disclosure Relatively strong Composition of Board Scope for improvement Functioning of Board Moderate

44. Value Addition - The CRISIL Experience Stakeholders Status Share Holders High Debt Holders Highest Employees Moderate Customers High Suppliers Scope for improvement Society Scope for improvement

52. WINNING EMPLOYEES XCELLENCE GROWING INVESTORS DELIGHTED CUSTOMERS TRUSTED SUPPLIERS SATISFIED GOVERNMENT AND REGULATORS HAPPY SOCIETY

53. Thank You