Corporate governance is about maximizing shareholder value legally, ethically and on a sustainable basis. At Infosys, the goal of corporate governance is to ensure fairness for every stakeholder – our customers, investors, vendor-partners, the community, and the governments of the countries in which we operate. We believe that sound corporate governance is critical in enhancing and retaining investor trust. It is a reflection of our culture, our policies, our relationship with stakeholders and our commitment to values. Accordingly, we always seek to ensure that our performance is driven by integrity.
Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.
We continue to be a pioneer in benchmarking our corporate governance policies with the best in the world. Our efforts are widely recognized by investors in India and abroad. We have been audited for corporate governance by the Investment Information and Credit Rating Agency ( ICRA) and the Credit Rating Information Services of India Limited (CRISIL) and have been awarded a rating of Corporate Governance Rating 1 (CGR 1) and Governance and Value Creation Level 1 (GVC Level 1) rating respectively.
We are also in compliance with the recommendations of the Narayana Murthy Committee on Corporate Governance, constituted by the Securities and Exchange Board of India (SEBI).
Corporate governance philosophy
Our corporate governance philosophy is based on the following principles:
- Satisfying the spirit of the law and not just the letter of the law
- Going beyond the law in upholding corporate governance standards
- Maintaining transparency and a high degree of disclosure levels
- Making a clear distinction between personal convenience and corporate resources
- Communicating externally in a truthful manner about how the company is run internally
- Complying with the laws in all the countries in which the company operates
- Having a simple and transparent corporate structure driven solely by business needs
- Embracing a trusteeship model in which the management is the trustee of the shareholders' capital and not the owner
- Driving business based on the belief, ‘when in doubt, disclose’
At the core of our corporate governance practice is the Infosys Board, which oversees how the management serves and protects the long-term interests of all our stakeholders. The majority of the board, eight out of 14, are independent members. As active and well informed members of the board, they are fully committed to ensuring the highest standards of corporate governance. In addition, the independent directors make up the audit, compensation, investor grievance, nominations, and risk management committees, bringing their valuable perspective to the board.
As a part of our commitment to follow global best practices, we comply with the Euroshareholders Corporate Governance Guidelines 2000, and the recommendations of the Conference Board Commission on Public Trusts and Private Enterprises in the US. We also adhere to the UN Global Compact Program.
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