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n osysCorporate Governance
ModelCase of Sacking CFO ForCode of Conduct Violation
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INTRODUCTION• Infosys is a global leader in consulting,
technology, and outsourcing solutions.
• As a proven partner focused on buildingtomorrow's enterprise, Infosys enables clients inmore than 50 countries to outperform thecompetition and stay ahead of the innovation
curve.
• With !5,000" employees, it provides enterprises with strategic insights on what lies ahead.
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• #hey help enterprises transform and thrive in a
changing world through strategic consulting,operational leadership, and the co$creation of brea%through solutions, including those in mobility,sustainability, big data, and cloud computing.
• &At Infosys, we believe our responsibilities etend beyond business. #hat is why we established theInfosys (oundation ) to provide assistance to some of
the more socially and economically depressed sectorsof the communities in which we wor%. And that is why we behave ethically and honestly in all ourinteractions ) with our clients, our partners and ouremployees.*
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Subsidiaries:
• Infosys +odestone -urich
• Infosys #echnologies Australia /ty. +imited
• Infosys /1 +imited• Infosys #ecnologia do rasil +tda
• Infosys #echnologies 2hina 2o. +imited
• Infosys #echnologies 3hanghai 2o. +imited
• Infosys #echnologies• Infosys /ublic 3ervices Inc
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• Infosys Lodestone (Zurich) #he global consultingfirm advises international companies on strategy and
process optimi4ation as well as I# transformation.
• Infosys Technologies (Australia) Pty. Limited We provide epertise to some of the world's maor
ban%s and enterprises to ensure their applications meetthe highest standards of regulatory compliance,
governance and security.
• Infosys Tecnologia do Brasil Ltda 1ur mission isto be a respected ra4ilian corporation that provides best$of$breed business solutions, leveraging technologyand global infrastructure, delivered by best$in$class
people co$sourced from ra4il.
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Infosys BPO
• Infosys /1 +td., the business process outsourcingsubsidiary of Infosys +td was set up in April 6006.
• Infosys /1 focuses on integrated end$to$end
outsourcing and delivers transformational benefitsto its clients through reduced costs, ongoingproductivity improvements, and processreengineering.
• Infosys /1 operates in India, /oland, the 24ech7epublic, the 8etherlands, 3outh Africa, ra4il,9eico, 2osta 7ica, the :nited 3tates, /uerto 7ico,2hina, the /hilippines and Australia, and as of
9arch ;, 60
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• >ision
"We will be a globally respected corporation.“
• 9ission
"Strategic Partnerships for Building Tomorrow’s
Enterprise."
Infosys BPO
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The alues that drie !nfosys BP underscore commitment to#
• Client Value: #o surpass client epectations consistently
• Leadershi !y "#amle: #o set standards in our businessand transactions and be an eemplar for the industry andourselves
• Integrity and Transarency: #o be ethical, sincere andopen in all our transactions
• $airness: #o be obective and transaction$oriented, andthereby earn trust and respect
• "#cellence: #o strive relentlessly, constantly improveourselves, our teams, our services and products to become the
best
Infosys BPO
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Management Profiles
%ame &esignation Anup :ppadhayay 2hief ?ecutive 1fficer and
9anaging @irector, Infosys /1
@eepa% halla 2hief (inancial 1fficer, Infosys /1
7aghavendra >ice /resident and Bead $ Buman
7esource @evelopment, Infosys /1
Anantha 7adha%rishnan 3enior >ice /resident and ClobalBead of ?nterprise 3ervices,usiness #ransformation and#echnology 3ervices, Infosys /1
>ive% 3harma >ice /resident and Bead $ Clobal3ales and 9ar%eting, Infosys /1
Anup apoor >ice /resident and Bead $ 3trategicusiness :nits, Infosys /1
apil Dain >ice /resident and Bead $ 3trategic
usiness :nits, Infosys /1
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Six more to besacked at Infosys
BPO
• At least si employees at one ofInfosys /1's ?uropeansubsidiaries will be as%ed toleave soon after internalinvestigations revealed thatthey had produced inflatedinvoices and purportedly
overbilled Apple for manymonths.
• FApple for long has beendebating on engaging withIndian outsourcers and thisincident will certainly not go
down well,F said /radeep9u%heri, president of Avasant. FApple may even want to reconsider itsengagement with Infosys/1.F
8ov 60th 60< #he ?conomic#imes
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Overbilling
• 1verbilling is the practice of charging more than islegally or ethically acceptable on an invoice or bill.
• Is an eample of breach of contract and result infines, lawsuits, or prison time.
• 1verbilling schemes differ from false billing
schemes.
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Context to Infosys Case:
Over!"arging #$$le In! for IT su$$ort
servi!es
• #he irregularities in Infosys /1's dealings with Applecame out during an internal audit.
• ?ecutives misstated hours of wor% put in by agents, whooffer basic to moderately comple supportto Apple customers on Apple products.
• #his was then wrongly billed to Apple, which is reported tohave paid Infosys /1.
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• Bead of finance of Infosys /1 should have ta%en actionagainst the eecutives who were overbilling, but they wereloo%ing for incentives.
• Infosys wrote bac% the credit to the client Apple.
• While transaction Guantum could not independently confirm
but Infosys has said it was Ffinancially insignificantF.
• #he case of overbilling of its marGuee client, Apple, was limitedto one facility in 24ech 7epublic.
Context to Infosys Case:
Over!"arging #$$le In! for IT su$$ort
servi!es
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Cor$orate %overnan!e
• At Infosys, the goal of corporate governance is toensure fairness for every sta%eholder )customers, investors, vendor$partners, thecommunity, and the governments of thecountries of operation
• Always see% to ensure that performance is driven by integrity.
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Cor$orate %overnan!e P"iloso$"y
Infosys corporate governance philosophy is based on the following principles:
• 3atisfying the spirit of the law and not ust the letter of the law
• Coing beyond the law in upholding corporate governance standards
•9aintaining transparency and a high degree of disclosure levels• 9a%ing a clear distinction between personal convenience and corporateresources
• 2ommunicating eternally in a truthful manner about how the company isrun internally
• 2omplying with the laws in all the countries in which the company operates
• Baving a simple and transparent corporate structure driven solely by business needs
• ?mbracing a trusteeship model in which the management is the trustee ofthe shareholders' capital and not the owner
• @riving the business on the basis of the belief, 'when in doubt, disclose'
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TN' (OU)