3. Nominations committee
Our nominations committee (‘the committee’) comprises three independent directors :
The purpose of the committee (‘the committee’) of the Board of Directors (‘the Board’) is to oversee the Company’s nomination process for the top level management and specifically to identify, screen and review individuals qualified to serve as executive directors, non-executive directors and independent directors consistent with criteria approved by the Board and to recommend, for approval by the Board, nominees for election at the annual meeting of shareholders. The committee also makes recommendations to the Board on candidates for :
1. |
Nomination for election or re-election by the shareholders; and |
2. |
Any Board vacancies that are to be filled by the Board. |
The committee may act on its own in identifying potential candidates, inside or outside the Company, or may act upon proposals submitted by the Chairperson of the Board of Directors. The committee will review and discuss all documents pertaining to candidates and will conduct evaluation of candidates in accordance with a process that it sees fit and appropriate, passing on the recommendations for nomination to the Board.
The committee also coordinates and oversees the annual self-evaluation of the Board’s performance and of individual directors in the governance of the Company.
Nominations committee attendance during fiscal 2011
The committee held four meetings during the year – on April 12, 2010; July 13, 2010; October 14, 2010 and January 12, 2011.
No. of meetings |
||
Held |
Attended |
|
Prof. Jeffrey S. Lehman |
4 |
4 |
Deepak M. Satwalekar |
4 |
4 |
K. V. Kamath(1) |
3 |
3 |
(1) Appointed with effect from April 13, 2010
Nominations committee report for the year ended March 31, 2011
The nominations committee (‘the committee’) of the Board of Directors (‘the Board’) is responsible for overseeing the Company’s nomination process for the top level management positions and to identify, screen and recommend to the Board individuals qualified to serve as executive directors, non-executive directors and independent directors consistent with the criteria approved by the Board.
Leadership succession at Infosys upon the retirement of N. R. Narayana Murthy, the Chairman of the Board and the Chief Mentor, is a subject the nominations committee has been busy with for a substantial period of time. This process involved several close consultations with individual Board members.
The nominations committee believes that sound succession planning of senior leadership is the most important ingredient for creating a robust future for the Company. Therefore, the Committee adopted a rigorous process to ensure that the Board selects the right candidates for senior leadership positions.
The committee circulated documents reviewing the skills and experiences that should be represented within the Board, as well as (in particular) the key responsibilities of the Chairman. The committee revised these documents in response to feedback from other Board members.
The committee solicited nominations from Board members of potential candidates for Board membership and leadership positions. Members of the committee had individual and group conversations with individual Board members and groups of Board members concerning the suitability of different potential candidates.
The upcoming retirement of N. R. Narayana Murthy defines a unique transition in the history of the Company. After careful deliberation internally and with each of the other Board members, the committee unanimously concluded that it was important to use this moment for a full transition at the senior leadership level, rather than for a transition only in the position of Chairman, with an anticipated transition at the CEO level ten months later.
The committee also decided that it was important to continue to incorporate new global perspectives on governance best practices, while at the same time ensuring that the leadership structure also satisfied the specific needs of the Company.
Accordingly, the Committee was of the unanimous opinion that at this moment in the Company’s history, it is best to have a Non-Executive Chairman of the Board who will bring an independent perspective to that role, an Executive Co-Chairman for stronger connect with clients, investors and employees, and a Chief Executive Officer and Managing Director with primary responsibility for designing and implementing the strategy of the Company. Specifically, the committee forwarded the following recommendations to the Board for its consideration.
1. |
K. V. Kamath be appointed as the Chairman of the Board. |
2. |
S. Gopalakrishnan be appointed as the Whole-time Director and to be designated as the Executive Co-Chairman of the Board. |
3. |
S. D. Shibulal be appointed as the Chief Executive Officer and Managing Director. |
K. V. Kamath being interested in the proceedings recused himself from the discussions on his appointment as the Chairman of the Board.
The committee recommended that the Board appoint N. R. Narayana Murthy as the Chairman Emeritus, effective August 21, 2011. This is in recognition of his founding the Company, mentoring his senior management and nurturing the organization over the last thirty years.
During the year, the committee recommended the induction of
R. Seshasayee and Ravi Venkatesan as Independent Directors on the Board. The Committee was impressed with R. Seshasayee’s extensive experience in managing the operations of a large corporation during tough times and his ability to tackle and manage challenges, and with Ravi Venkatesan’s extensive experience in stewarding successful transformational changes within established, respected multinational companies, coupled with his knowledge of the Indian and global software services industry.
Also, during the year, the committee discussed the retirement of Members of the Board as per statutory requirements. As a third of the members have to retire every year based on their date of appointment, K. Dinesh, Srinath Batni, Sridar A. Iyengar, Deepak M. Satwalekar and Dr. Omkar Goswami, will retire in the ensuing AGM. The committee considered their performance and recommended that the shareholders consider the necessary resolutions for the re-appointment of these members, except for K. Dinesh, who expressed his intention not to seek re-appointment, due to personal reasons.
During the year, the committee also coordinated and oversaw the annual performance self-evaluation of the Board and of individual directors in the governance of the Company.
Sd/-
Bangalore |
Prof. Jeffrey S. Lehman |
4. Investor grievance committee
Our investor grievance committee (‘the committee’) comprises four independent directors :
K. Parvatheesam, Company Secretary, is the Compliance Officer.
Investor grievance committee attendance during fiscal 2011
The committee has the mandate to review and redress shareholder grievances. Four investor grievance committee meetings were held during the year – on April 13, 2010; July 13, 2010; October 15, 2010 and January 13, 2011.
No. of meetings |
||
Held |
Attended |
|
Dr. Omkar Goswami |
4 |
4 |
Deepak M. Satwalekar |
4 |
4 |
Prof. Marti G. Subrahmanyam |
4 |
4 |
R. Seshasayee(1) |
1 |
1 |
(1) Appointed with effect from January 13, 2011
Investor grievance committee report for the year ended March 31, 2011
The committee expresses satisfaction with the Company’s performance in dealing with investor grievances and its share transfer system.
The details of complaints resolved during the financial year ended March 31, 2011 are as follows :
Nature of complaints |
Received |
Resolved |
Closing |
Dividend related |
706 |
706 |
– |
It has also been noted that the shareholding in dematerialized mode as on March 31, 2011 was 99.72%, the same as in the previous year.
Sd/-
Bangalore |
Dr. Omkar Goswami |
5. Risk management committee
Our risk management committee (‘the committee’) is comprised of four independent directors :
The purpose of the committee of the Board of Directors (‘the Board’) shall be to assist the Board in fulfilling its corporate governance ideals in overseeing the responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks. The committee has the overall responsibility of monitoring and approving the risk policies and associated practices of the Company. The committee is also responsible for reviewing and approving risk disclosure statements in any public documents or disclosures.
Risk management committee attendance during fiscal 2011
The committee held five meetings during the year – on April 13, 2010; July 12, 2010; July 13, 2010; October 14, 2010 and January 12, 2011.
No. of meetings |
||
Held |
Attended |
|
David L. Boyles |
5 |
5 |
Sridar A. Iyengar |
5 |
5 |
Dr. Omkar Goswami |
5 |
5 |
Prof. Jeffrey S. Lehman |
5 |
5 |
The committee also held three conference calls on April 1, 2010; October 11, 2010 and on January 8, 2011.
Risk management committee report for the year ended March 31, 2011
The committee reviewed the Company’s risk management practices on a quarterly basis. This included review of business risk environment, top risks in terms of exposure, risk levels and their trend line, potential impact and progress of mitigation plans. Further, as per a scheduled annual calendar, the committee reviewed risk management practices in the areas of service delivery, talent management, competitive positioning, information security, client account level risks, contracts management and financial risks. In addition, individual committee members performed reviews in specific areas. The committee also reviewed the results of the annual risk survey and findings of benchmarking evaluation of the Company’s ERM program. The committee has also received and considered an assessment of its activities by the Board.
While acknowledging the dynamic nature of the business environment, the committee believes that the Infosys Risk Framework along with risk assessment, monitoring, mitigation and reporting practices are adequate to minimize the impacts of foreseeable material risks facing the Company and will strengthen the risk management practices in the Company. In conclusion, the committee is sufficiently satisfied that it has complied with its responsibilities as outlined in the risk management committee charter.
Sd/-
Bangalore |
David L. Boyles |