No change in previously reported financial statements
Bengaluru – January 10, 2020
Infosys (NYSE: INFY), a world leader in next-generation digital services and consulting, today announced that its Audit Committee of the Board of Directors (the "Audit Committee") has concluded the independent investigation ("investigation") into allegations contained in the anonymous whistleblower complaints the company disclosed on October 21, 2019 (“whistleblower complaints”) and determined that the allegations are substantially without merit. The Audit Committee conducted a thorough investigation with the assistance of independent legal counsel Shardul Amarchand Mangaldas & Co. and PricewaterhouseCoopers Private Ltd. (collectively “investigation team”). The findings of the investigation were adopted by the Board of Directors of the Company. The Audit Committee concluded that no restatement of previously announced financial statements or other published financial information is warranted.
Infosys’ Audit Committee Chairperson, D. Sundaram, stated, "The Audit Committee took the anonymous whistleblower complaints very seriously and commissioned a thorough investigation with the assistance of independent legal counsel. The Audit Committee determined that there was no evidence of any financial impropriety or executive misconduct."
Infosys Chairman Nandan Nilekani said, "I am pleased that after a rigorous investigation, the Audit Committee has found no wrongdoing by the Company or its Executives. CEO Salil Parekh and CFO Nilanjan Roy are strong custodians of the Company’s proud heritage. Salil has played a key role in reinvigorating the organization and driving momentum and the Board is confident that he will continue to execute on the company’s new strategic direction successfully."
The investigation team conducted a detailed and extensive analysis which included:
The investigation team’s review of information pertaining to the allegations encompassed the time period January 1, 2018 to September 30, 2019. No limitations or restrictions were placed on the investigation team’s access to information, and the Company, its directors and employees cooperated fully.
Additionally, Infosys consulted with its independent internal auditors Ernst & Young on the matter of large deals and treasury related processes. Their findings were also shared with the investigation team.
Infosys’ well-established whistleblower policy has been in place for over 15 years and ensures that the company both promotes the highest ethical standards and maintains a workplace that facilitates the reporting of potential violations of company policies and applicable laws. The policy provides a mechanism for the Audit Committee to investigate complaints promptly and appropriately and assess whether disclosure is warranted.
Mr. Nilekani added, "While our business is focused on delivering solutions for a changing world, for 38 years our culture and values have remained constant. We’ve been guided by a strong value system and a sense of larger purpose. Our values have driven us to set high standards, behave ethically and with integrity, and to strive for excellence relentlessly. Infosys is a model of strong corporate governance, and the company’s handling of these allegations from start to finish has been consistent with these high standards of governance."
On the basis of the interviews conducted and forensics review undertaken, the investigation concludes:
On the basis of the interviews conducted and forensics review undertaken, the investigation concludes that all allegations regarding personal matters of the CEO are without merit.
The Company has announced its quarterly results for the quarter and nine months ended December 31, 2019. The Statutory auditors have issued an unmodified opinion on the financial statements for the said period. The audit opinion is available at www.infosys.com
As previously disclosed, on October 24, 2019:
Infosys is a global leader in next-generation digital services and consulting. We enable clients in 46 countries to navigate their digital transformation. With over three decades of experience in managing the systems and workings of global enterprises, we expertly steer our clients through their digital journey. We do it by enabling the enterprise with an AI-powered core that helps prioritize the execution of change. We also empower the business with agile digital at scale to deliver unprecedented levels of performance and customer delight. Our always-on learning agenda drives their continuous improvement through building and transferring digital skills, expertise, and ideas from our innovation ecosystem.
With over 600 lawyers spread across seven locations in India, Shardul Amarchand Mangaldas & Co. is one of India’s largest and most respected law firms. It is a full service law firm that employs legal resources across all major practices and its dispute resolution and white collar crime practice conducts regulatory, investigations and offers legal support for strategy and defence in such investigations, including internal investigations and also investigations by federal anti-corruption and anti-money laundering authorities. The Firm’s investigation into the Whistleblower Complaints comprised of a team of over 15 attorneys, led by Mrs. Pallavi S. Shroff - the Managing Partner of the Firm, along with partners Mr. Sandip Beri, Mr. Ajit Warrier, Mr. Anuj Berry and Ms. Smarika Singh. The Firm was supported in its investigation by PricewaterhouseCoopers Private Ltd. in computer forensics and accounting analysis.
Visit www.infosys.com to see how Infosys (NYSE: INFY) can help your enterprise navigate your next.
Certain statements mentioned in this presentation concerning our future growth prospects are forward-looking statements regarding our future business expectations intended to qualify for the 'safe harbor' under the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in earnings, fluctuations in foreign exchange rates, our ability to manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, industry segment concentration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks or system failures, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which Infosys has made strategic investments, withdrawal or expiration of governmental fiscal incentives, political instability and regional conflicts, legal restrictions on raising capital or acquiring companies outside India, and unauthorized use of our intellectual property and general economic conditions affecting our industry. Additional risks that could affect our future operating results are more fully described in our United States Securities and Exchange Commission filings including our Annual Report on Form 20-F for the fiscal year ended March 31, 2019. These filings are available at www.sec.gov. Infosys may, from time to time, make additional written and oral forward-looking statements, including statements contained in the Company's filings with the Securities and Exchange Commission and our reports to shareholders. The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company unless it is required by law.
For further information, please contact: PR_Global@infosys.com