ETHICS IN OUR BUSINESS ACTIVITIES

Infosys enjoys a hard-won reputation for honesty, integrity and fair dealing. Without question, this reputation for integrity is an invaluable part of our success. There are certain regulations that Infosys is subject to and we should ensure that we comply both in letter and in spirit with these as is applicable.

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Preventing Corruption

The United States Senate in 1977 stated “Corporate bribery is bad business. In our free market system it is basic that the sale of products should take place on the basis of price, quality, and service. Corporate bribery is fundamentally destructive of this basic tenet.”

Corruption diverts public resources from priorities such as health, education, and infrastructure and impedes economic growth. Corruption undermines public accountability and the rule of law. Corruption is anti-competitive, increases costs of doing business globally and introduces significant uncertainty into business. Bribery thus raises the risks of doing business, putting a company’s bottom line and reputation in jeopardy. Companies that pay bribes to win business ultimately undermine their own long-term interests and the best interests of their investors.

As a global company, apart from the Prevention of Corruption Act, 1988 (India), Infosys is subject to all relevant anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) (as if it were a U.S. incorporated company) and the Bribery Act 2010 (U.K.). These prohibit bribery of government officials and commercial partners.

We should never offer, directly or indirectly, any form of gift, entertainment or anything of value to any government official or commercial partners including customers or their representatives to:

• Obtain or retain business;
• Influence business decisions; or
• Secure an unfair advantage

This includes bribes, kickbacks and facilitation payments.

What is a bribe?

A bribe is anything of value that may be seen as an attempt to influence an action or a decision in order to obtain or retain business or acquire an improper advantage. This could include money, gifts, favors, use of company resources, entertainment or other items of value.

What is a kickback?

A kickback is a form of corruption that involves two parties agreeing that a portion of their sales or profits will be kicked back (given back) to the purchasing party in exchange for making the deal.

What is a facilitation payment?

Certain countries may have a practice of ‘facilitation payments’, which are payments to government officials to expedite or ensure routine actions, such as issuing visas, work permits, licenses etc.

Infoscions don’t do any of these, nor do we allow third parties acting on our behalf, such as vendors, agents, customers, consultants, alliance partners, suppliers and contractors to make any such payments.

Also remember that while managing these relationships, we must be on the watch for any actions relating to bribery, kickbacks, improper payments or other corrupting influences. We can and will be held responsible for the conduct of our third parties if they violate the law while working on our behalf.

Anything of value? What does that mean?

Cash payments, gifts, entertainment, excessive business promotional activities, covering or reimbursing expenses, investment opportunities, shares, securities, loans or contractual rights, promise of future employment, payments under consulting agreements, subcontracts, stock options, and similar items of value.

QUESTION

RESPONSE

One of the Company’s vendors always sends me a large gift basket of fruit and chocolate during the holiday season. Can I accept this?

If the holiday gift baskets is of low value and you receive them infrequently, it is unlikely that you would feel obligated or influenced by them. If that is the case, you can continue to accept them. However, you are encouraged to share the gift baskets with other employees in your department. For more information on permissible value, please refer to Anti-Bribery and Anti-Corruption Policy of the Company.

Gifts and Entertainment

In connection with certain holidays and other occasions, it is customary in many parts of the world to give gifts of nominal value to customers, government officials and other parties who have a business relationship with the Company. However, we should be careful that while doing so, we do not violate any regulations, Company policy or do anything that is contrary to our C-LIFE values.

When we offer a gift to a customer, a government official or any third party, we should keep the following in mind:

• It is not done to obtain or retain business, influence business decision or gain an improper advantage in business.
• It is lawful under the laws of the country where the gift is being given and permitted under the policies of the client.
• It constitutes a bona fide promotion or goodwill expenditure.
• It is not in the form of cash.
• The gift is of nominal value (on an individual and aggregate basis).
• The gift is accurately recorded in the Company’s books and records.
• You must comply with our Anti-Bribery and Anti-Corruption Policy.

Accepting Gifts: Acceptance of gifts is not encouraged. Please refer to the Anti-Bribery and Anti-Corruption Policy.

Reach out to OIC@infosys.com in case of any query.

Charitable Contributions

Infosys believes that charitable contributions and donations are an integral part of its corporate social responsibility. Typical areas for granting support are education and research, social welfare, disaster relief and other similar social causes.

Before making a charitable contribution on behalf of Infosys, we should keep in mind the following:

• The recipient is a registered, tax-paying, recognized organization.
• The contributions are permissible under applicable local laws.
• Contributions are made without demand or expectation of business return.
• Beneficiaries of such contributions should not be related to the directors or executive officers of Infosys.
• Contributions shall not be made in cash or to the private account of an individual.
• Any amounts contributed or donations made towards charitable causes shall be fairly and accurately reflected in Infosys’ books of accounts.
• Contribution shall be in compliance with Anti-Bribery and Anti-Corruption Policy.

We have a strict diligence process for charitable contributions. Reach out to the Office of Integrity & Compliance by writing to OIC@infosys.com to understand the diligence we need to follow.

Transacting with Third Parties

We try, to the extent reasonably practicable, to directly interact with government officials. However, if third party is required to interface with government authorities on behalf of Infosys, we should verify the credentials and reputation of such a third party prior to any engagement with them and ensure that a formal contract is executed, including appropriate provisions requiring the third party to comply with applicable anti-corruption and local laws. Engagement of third party shall be in line with legal requirements, internal processes & guidelines. A copy of the Supplier Code of Conduct must be provided to such third party.

Keep in mind that the Company and individual directors, officers or employees may be liable for a payment made by a third party agent, if the Company makes a payment or transfers other value to that third party agent knowing that it will be given to a government official.

We ensure that the fee, commission or other remuneration paid to intermediaries or third party agents is reasonable, bona fide and commensurate with the functions and services performed. We should keep track of such expenses so that they are fairly and accurately reflected in Infosys’ books of accounts.

QUESTION	RESPONSE
I have some shares of Infosys as part of my portfolio. I need to sell them as I am in need of money. How do I proceed?	Read the Company’s Insider Trading Policy. You should follow the pre-clearance procedures for trading and trade only when the trading window is open.

Red Flags While Transacting with Third Parties

• Background check reveals a flawed background or reputation.
• Transaction involves a country known for corrupt payments. Refer to Transparency International’s list for this (www.transparency.org).
• Agent suggested by a government official.
• Agent objects to anti-corruption compliance requirements.
• Agent has a personal or business relationship with a government official.
• Unusual contract terms or payment arrangements such as payment in cash, payment in another country’s currency or payment to a financial institution outside the country where the contract is performed.
• Requests that identity of the agent be kept confidential.
• Commission exceeds the ‘going rate’ or must be paid in cash.
• Indication that ‘facilitation payments are required’ to ‘get the business moving’.
• Request false invoices or any other type of false documentation.
• Payment in a third country or in another party’s name.

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Trading in Company Shares

Infosys is a publicly listed company. This means that the securities (which includes Shares and American Depository Receipts) of Infosys may be traded by the public. The price of our securities may fluctuate on the basis of publicly available information about the Company’s activities.

Unpublished Price Sensitive Information (“UPSI, also known as material non-public information”) is information about a company that (i) is not in the public domain, and (ii) that an investor would find useful to decide whether to trade in the Company’s securities. This could include information about financial results, dividends, change in capital structure, mergers, de-mergers, acquisition, delisting, disposal and expansion of business or changes in key managerial personnel. The list of UPSI is not exhaustive. If someone is aware of any UPSI of the Company and uses such information to buy or sell the Company’s securities before such information is made public, they may be subject to penalties under insider trading laws.

How is this relevant to me?

In the course of our everyday work, as an employee, a consultant or a vendor, we may have access to UPSI. Under applicable securities laws, it is unlawful for a person who has such information to trade in the securities of the Company or to disclose such information to others who may trade. This activity is commonly referred to as ‘insider trading’. Insider trading may lead to imprisonment, fines and insider traders may even be subject to private lawsuits.

So, what does this mean?

• Take care that we do not disclose UPSI to anyone outside the Company, including family and friends.
• Ensure that we do not trade in the securities of Infosys or any company involved with Infosys while you have UPSI. Additionally, the Company imposes a trading blackout period each quarter, during such period designated persons as per Infosys Internal Code of Conduct of Prohibition of Insider Trading are not to trade in Company securities.

For more details, read the Company’s Insider Trading Policy. All questions regarding the Company’s Insider Trading Policy should be directed to InsiderTrading@infosys.com.

Prohibition Against Short Selling of Company Securities

No Company director, officer, employee or third party agent may, directly or indirectly, sell any equity security, including derivatives, of the Company if he or she (1) does not own the security sold, or (2) if he or she owns the security, does not deliver it against such sale (a “short sale”) within the applicable settlement cycle.

QUESTION	RESPONSE
My spouse is starting a company. To fulfil regulatory requirements, I need to be appointed as a director on the company. I will also be a majority shareholder in the company which is in the business of online food delivery. Is there a problem if I do this?	From the facts, it does not appear that your spouse’s start-up is in the same business as Infosys. Remember that you may not use Infosys time, property, or other resources to help your spouse. Good luck!

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Understanding Regulated Trade Restrictions

Export Control and Import Regulations

Many countries maintain controls on where items or data may be exported to – these are called ‘export controls’. Under these laws, an ‘export’ occurs when a product, service, software, technical knowledge is transferred to another country or to any foreign citizen or representative of another country, regardless of where that person is located. Exports can also occur when a foreign citizen is given access to controlled information or software through a network, visual inspection, or telephone conversation. Infoscions may be exposed to export controlled items or data while developing software, working with clients, or reselling third party products.

Some of the strictest export controls are maintained by the United States. For example, U.S. export regulations apply both to exports from the U.S. and to exports from other countries, when those products contain U.S.- origin components or technology. Other countries, including in Europe, also have strict export control regulations.

What do you need to do?

• Early on in any customer engagement, you should carefully consider the obligations of the Company and the customer with respect to export controls.
• While you should familiarize yourself with Infosys’ export control policies, understand that the export rules are complex, and enlist the assistance of the Office of Integrity & Compliance at an early stage by writing to OIC@infosys.com.

Infosys is engaged in import of software and other intangible assets. Several laws and legal requirements are applicable on imports. You should ensure to comply with all import laws, regulations and requirements when transferring goods and controlled software across borders.

Export Control Regulations

Even if duplicated and packaged abroad, software created in the United States may be subject to these regulations. In some circumstances, an oral presentation containing technical data made to foreign nationals in the United States may constitute a controlled export.

Anti-Boycott Laws

In the course of our work, we may receive requests for Infosys to boycott certain countries, companies or other entities. Boycott activity can take the form of refusals to do business with certain groups or requests for information about boycotted entities. We should not cooperate with any boycott that is not initiated by the U.S. or Indian governments. This may be considered as an illegal foreign boycott. Be alert to these situations, as these requests may be contained as part of larger documents such as master service agreements, invoices or statements of work. Please contact the Office of Integrity and Compliance at OIC@infosys.com if you have questions.

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Conflict of Interest

What does conflict of interest mean?

When the interests or benefits of one person conflict with the interests or benefits of the Company, a conflict of interest is said to occur. We must avoid situations involving actual or potential conflict of interest so that even the slightest doubt about our integrity is not raised.

Conflicts of interest also occur when we or our family members receive improper personal benefits, or preferential treatment as a result of our position, or the position of a family member, in the Company. Remember that such situations might impact our judgment or responsibilities towards our Company and our shareholders and customers.

QUESTION

RESPONSE

I work in a country where the laws are different from those in the country where I am based. Does the Code cover both locations?

Infosys respects the letter and the spirit of the laws and customs of every place where we do business. The Code is intended to be broad enough to cover everyone worldwide, but laws vary from place to place. What may be lawful in one place may be unlawful in another. Employees must always perform their jobs in compliance with applicable laws, policies and procedures. If you are concerned about a possible conflict involving our Code, Company policies and procedures, and any local laws or customs contact any of the resources listed at the end of the Code.

When could I be faced with a ‘conflict of interest’ issue?

Some examples include:

• Outside Employment: If you take part in any activity that enhances or supports a competitor’s position or accept simultaneous employment with any other company or business entity, it is considered outside employment and a conflict of interest. This includes performing services as an employee, agent or contractor for a customer, supplier or any other entity that has a business relationship with the Company while working at Infosys.
• Related Party Transactions: You should also avoid conducting Company business with a Family Member or Relative, or with a business in which a Family Member or Relative is associated in any significant role. Family Member or Relative include spouse, siblings, children, parents, grandparents, grandchildren, aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws.
  Material transactions, particularly those involving the Company’s directors or executive officers, must be reviewed and approved in writing in advance by the Company’s Audit Committee. As a listed entity, the Company is subject to certain legal obligations to report such material related party transactions to regulators and it is important that all such transactions be fully disclosed, conducted at arm’s length and with no preferential treatment.
• Working with Family and Friends: To avoid conflicts of interest and any appearance of favoritism, ensure that you do not work directly for, supervise or make employment decisions about a Family Member or Relative. This includes positions or assignments within the same department and the employment of such individuals in positions that have a financial or other dependence or influence (e.g., an auditing or control relationship, or a supervisor/subordinate relationship).
  Please reach out to your manager and unit HR manager if you have any questions about this. The Human Resources Department is responsible for determining whether an acknowledged relationship is covered by the policy.
• Relationships at Work: Personal or romantic involvement with a competitor, supplier, or another employee of the Company might affect your ability to exercise good judgment on behalf of the Company. This could lead to conflict of interest. Personal relationships and romantic liaisons between employees who are in a manager-employee reporting structure may lead to team management challenges and reduced morale. Such relationships must be disclosed to the manager immediately, who may take appropriate corrective action.
• Outside Directorships: It is a conflict of interest for employees or directors to serve as a director, partner, sole proprietor or any other equivalent position of any company, firm or business entity, as the case may be that competes with the Company or have a line of business similar to that of Infosys. With prior approval of the Office of Integrity and Compliance, employees may serve on the boards or governing body of two other business entities, provided such entities do not compete with Infosys. In case any clarification is required, please reach out to the Office of Integrity and Compliance.
• Outside Investments: You should not have a financial interest, including through a relative, in any organization if that interest would give or appear to give you a conflict of interest with the Company. You should be particularly sensitive to financial interests in competitors, suppliers, customers, distributors and strategic partners. Questions in this regard should be directed to OIC@infosys.com.
• Loans: Loans and guarantees to employees by the Company could constitute improper personal benefits depending on the facts and circumstances. Loans by the Company to, or guarantees by the Company of obligations of, any director or executive officer or their family members are prohibited by law.

What should I do if I have any questions?

• All such situations must be disclosed by reaching out to OIC@infosys.com. Remember, having a conflict of interest is a violation of this Code.
• Additionally, you must also update any changes to your disclosures to OIC@infosys.com.

Since the situations for other conflicts of interest are wide and many, it would be impractical to attempt to list all possible situations. If a proposed transaction or situation raises any questions or doubts, you should raise it to OIC@infosys.com.

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Political Activities

Infosys reserves the right to communicate its position on important issues to the elected representatives and other government officials. Infosys’ funds or assets must not be used as contribution for political campaigns or political practices under any circumstances without the prior written approval of the Board. For obtaining such approvals, please reach out to OIC@infosys.com. We do not seek reimbursement for political contributions or use Infosys resources for personal political activities. We also do not indicate in any manner that we represent our Company’s opinion about a candidate for office or any political cause or decision of any government.

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Lobbying

If our work includes meetings with government, elected officials, all of which might be construed as ‘lobbying’, we must be aware that such activities are regulated. We should not claim to represent our Company at such meetings unless we are specifically designated by the Company to do so. As in all other spheres of our activity, any meetings of this sort should be carried out with high integrity, in line with our C-LIFE values.

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Money Laundering and Terrorism Financing

Money Laundering occurs when someone directly or indirectly gets involved in any process or activity connected with the proceeds of crime including its concealment, possession, acquisition or use and projecting or claiming it as untainted property. Terrorism financing occurs when money or other resources are made available to commit criminal acts of terrorism or to support terrorist organizations. In case you notice any such activity, please report it using the helpline details.

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Immigration

At Infosys, employees are required to travel across the globe from time to time to support defined business requirements. During such travel, you are expected to ensure compliance with applicable requirements both under immigration laws as well as company policies. In case any clarification is required, please reach out to Global Immigration helpdesk at GI_Helpdesk2@infosys.com.