‘GROUP NO. 10’PGDM-A TIMSR

Melzer Creado Swati Dalmia Karmesh Mehta Shruti Mhadgut Prerna Tuli Hardik Vaidya Mala Vyas

o Corporate governance - set of processes,customs, policies, laws, and institutionsaffecting the way a corporation is directed,administered or controlled

o About Infosys

o Infosys-a benchmark for Corporate Governance

o Responsibilities of Chairman, CEO & COO

o Legal independent director

o Board membership criteria

o Memberships in other board

o Scheduling and selection of agenda items for Board meetings

o Availability of information to Board members

o Discussion with independent directors

o Materially significant related party transactions

o Audit Committee

o Compensation Committee

o Nominations Committee

o Investor Grievance Committee

o Risk Management Committee

This code is intended to supplement the Infosys Code of Conduct.

o Our Principal Executive Officero Our Principal Financial Officero Our Principal Accounting Officer or Controller & all professionals serving in the roles of Finance, Tax, Accounting, Purchase, Treasury, Investor Relations, etc.

o Honest & Ethical Conduct

o Conflicts of Interest:

Employment/ Outside Employment Outside Directorships Related Parties Gifts from Others

o Compliance with Government Laws, Rules & Regulations

o Violation of the Code

o Waivers & Amendments of the Code

COMPLIANCE WITH THE COMPLIANCE WITH THE CORPORATE CORPORATE GOVERNANCE CODESGOVERNANCE CODES

o Revised Clause 49 of the Listing Agreement

o Naresh Chandra Committee

o Kumar Mangalam Birla Committee

o Euroshareholders Corporate Governance Guidelines 2000

o United Nations Global Compact Policy

o Formal Evaluation of Officers

o Board interaction with Clients, Employees, Institutional Investors, the Government and the Press

o Risk Management

o Communication to the shareholders

o Investor grievances and share transfer

o Details of non-compliance

o Code of Conduct

o Whistle-blower policy

o Compliance is everyone’s business

o Responsibility to the Company and its Stockholders

General Standards of Conduct Applicable Laws

o Conflicts of Interest

o Corporate Opportunities

o Protecting the Company`s Confidential Information

Proprietary Information and Invention Agreement

Disclosure of Company Confidential Information

Requests of Regulatory Authorities

Company Spokespeople

o Obligations Under Securities Law

o Prohibition Against Short- Selling

o Use of Company`s Assets

o Maintaining and Managing Records

o Records on Legal Hold

o Payment Practices

o Foreign Corrupt Practices

o Export Controls

o Customer Relationships

o Payments or Gifts from Others

o Handling the Confidential Information of Others

o Selecting Suppliers

o Government Relations

o Government Contracts

o Waivers

o Disciplinary Actions

o Indian Corporate Sector Regulators and companies have been quick to incorporate some of the best International Corporate Governance and Disclosure practices

o The need of the day is more training of Directors, Audit Committee members and Senior Executives of Companies

o The challenge is to design and sustain a system that imbibes the spirit of Corporate Governance and not merely the letter of the law

We thank our Prof. for Business Ethics, Ms. Shelly K.

for giving us an opportunity to work on this project.

THANK YOU