Pracice

Gocrnance: Prieiples, Mechanisos &

Corperate

Companies in Nowus... I
INrOSTs T'ECUNOLOGIES TD.

" Features
The company is amongst highest market-cap companies in India
Turnover. profits and EVA has grownsubstantially.
Company has one of the bestcompliance and disclosUre syslem in the wort
TheHRpolicies are par excellence involinglearning..financial andemotional
builtin-house
value addtarefult
The lenders. Govt. Authorities and vendors ofthe company were paid on time
Employees andtheir family members takepart in the communily welare initiaties otx
Company
Company has received awards in the areasof Qualily. lechnology, management. Corporte
gOvernance etc.

" Overview

Pioneeringa new generation of StrategicOfishore Outsourcing

Infosys Technologies Lid. (NASDAQ: IVF) provides consulting and IT serices to clients globald
- as partners to conceptualize and realize technology driven business translormation initlatnes
With over 58,00) employees worldwide, We use alow-risk Global Delivery Model (GDM) 0
accelerate schedules with a high degree of time andcost predictabilily
As one of the pioneers in strategic offshore outsourcine of software senices, Intost sah
leveraged he global trend of offshore outsourcing. E en as nany sollware ouis
cOmpanies were blamed for diverting global jobs to cheaper offshore oulsourin dest
like India and China, Infosys Was recently applauded by Wired magazine lor its unique offshote
outsourcing strategy -it singled out Infosys for turning the outsourcng Imyth around and
bringing jobs back to the US.
Infosys provides end-to-end business solutions that leverage technology. We proide
solutions for a dyrnamic environment where business and COnmerge.Our
strategies
approach focuses on new ways of busineSs techology and adoption nhile also
leveraging an organizatio's current IT assets.COmbining IT innovation Corporationsandne'h
large global c implemetprudent
generationtechnology companies - to build newWe work with services and to i
businesS and technology strategies intodav's productsSor
dvuamicdigital environme
 LOmparhiesin
Focus. .1 Infosys
withtheCorporate
plance Technologies LAd. 293
yesh
Chandra,Commitlee Governance Codes an order
Gorernmentof India, by
Chairmanship of Mr. Varesh
dated August
The
the
uDder role of auditors. The trigger Chandra exami21,ne2002,
was the
to
the constiluted ahigh-level
chthengsLS in atheudiCStor-and co mpa n y commi t ee
the

whihappeni
regulate
auditors,In fact,the spontaneity with
ohingenacting
int
scamsby
Sarbanes-Oxley Act in a
verV short responded to the
relati o nship
certain instances inIndia and to
f such scams, has made the time and taking high-profile
recommendations The Naresh Indian
of
recurrences
Chandra regulators and authoritslrong measures cortopordeterate
sinmilar
which deal with auditor-company Commil ee report
cont ainie
s s come out with almost
23and4 remuneration
drectors. Role, and relationshitopus., audiChaplerting the1isaudian tors.chaptAnders. Chapters
Iraining are relevanl five

these introductoryinsection dependentand

relatessto regulatory changes.
chapler5 Inffosys complies wilh
Fig. 3.2 lnfosys
recommendations.
Technologies LAd.
8000

7000

6000

5000
4000

3000

2000

1000

0
2000-01 2001-02 2002-03 2003-04 2004-05

Operating Income Operating Profit

ar \Mangalam Birla
Committee
he Serurities and Exchange Board of India(SEBI) appointed the Committee on Corporate Governance
On NMay 7, member of SEBI Board, to
1999, under the chairnmanship of Mr. Kumar Mangalam Birla,considered
promote and raise the standards of corporate governance. SEBI Board and adopted the
the
25, 2000.In accordance with
Teguicdoemlinmees ndproviationsded
of the committee in its meeting held on January
by SEBI, the market regulator, the stock exchanges had modified the listing
disclosure for
tCorequiporreatme engovers nincorporating
by
ance Committee.
is made by Companies in the following
49,so that proper
in the listing aagreement a new Clauseareas: Board of Directors, Audit
Analysis.
Culomrmumaittioen. LoRemuneration
Shareholders, Report
Management Discussion and
Board Procedure.
Governance in the annual
report. Info^ys

umples swith these recommendations.

and On Corporate
294 | Corporate Governance: Principles, Mechanisms & Practice

Revised Clause 49 of the listing agreement

The Securities and Exchange Board of India (SEBI), with a
slandardsin India, constitutedthe Commillee on Corporate view Lo improveundercorporat
Mr. N. R. Narayana Murthy. This move of SEBI signifies Governance the e
the
regulator's
improved upon expeditiously. Theanxiety to
governance practices are corrected and
committee were Lo review the performance corporate governance and terms
of
o> ensure lhal ch a
of
ir,gmoavnesrnhaipnce he
companies in responding t0 rumors and other price sensitive
in order Lo enhance the transparency and integrity of Lhe
sets of recommendations: the
to
reference lo the
information circuldelateinrmg ine
market. The commillee in theLhe role af
mandatory recommendations and came oul market,.
recommendations. The mandatory recommendations focus on Lhe non-mandatory
wilh tWn
audit commillees, improvingthe quality of financial disclosures, strenglhening
including thosethe
party transactions and proceeds from initial public offerings,
assess and disclose business risks in the annual reporls of requiring corporate executive
companies,
lo retasipnonsingibiboarlitireedlssatesd
per of

adopt a formal code of conduct, the position of nominee directors. calling

and improved upon the Board to
Lo
to compensation to non-executive directors and
mandatlory recommendations pertain to moving lo a regime shareholders.Approval of the same. "The
providing for unqualified non-
discllosures relating
financial statements, Lraining of Board members and
Performance by a peer group comprising the entire Board of
evaluation of non-executive correclporoatrs.e
di
evaluated. SEBI has incorporated the recommendalions made Directors, excluding the
by the Narayana Murthy Commill belng director
Corporate Governance in Clause49. Clause 49 as revisedwas made effective
Infosys fully complies wi.h the revised Clause 49 of the listing agreement. from January 12ne

Board Meetings
1. Schedulingand selection of agenda items for Board meelings
Dates for Board meetings in the ensuing year are decided in advance and published as part of the
Annual Report. Most Board meelings are held at our registered office a Electronics City, Bangalor.
India. The chairman of theBoard and the company secretary draft the agenda for each meeting,.along
with explanatory notes in consultation with the lead independent director, and distribute these in
advance to the directors. Every Board member is free to suggest jtem for inclusion on the agenua.
The Board meets at least once a quarer to review the quarterly results and other items on Uhe ageu
and also on the occasion of the annual shareholders. Meeting. Additional meetings are held. M
a year:!
necessary. Independent directors are expected to altend at least four Board meetings inglobe, il
However, the Board being represented by independent directors from various parts of theeflectivelh
may not be possible for each one of them o be physically present at all the meelings. We usuall)
Board
use video/ teleconference facilities to facilitate their'participation. Committees of'Lhe
meet the day before the formal B0ard meeting,or when required, for transacting bu

2. Availability of information to the members of the Board of

andtoany
The Board has unfettered and complete access to any information within the company, canprovide
our employees. At meetings of the Board, it welcomes the presence of managers who inchudes:
Board
additional insights into the items being discussed. Theinformation regularly'suppliedtothe
Annualoperating plans and budgets, capital budgets, and updates
 Companies in Focus...1
Infosys Technologies LLd. 295
Quarterlyresults of operating divissions or
meetings of audit,
business segments
Minutes of compensation,
committees, as wellassabstracts of circular nominatpassed.
resolutions ions, investor
Also, grievance and
companies. board minutes of theinvestment
Ceneralnoticesof
interest. subsidiary
Dividenddata

Informationnon recruiment and ofremuneration

appointment or removal of CFO and company senior officers justbelow the Boardlevel, including
secretary
Materially importantlitigations, show cause, demand, prosecution and
penalty notices
Fatal or.rserious accidents or
dangerous occurrences, any material efluent or
pollution problems
.aterially relevant default in financial obligations to and by Infosys or
for goods sold by Infosys substantial non-payment
Any issue thatinvolves possible public or product liability claims of a
substantial nature
Delails of any joint venture, acquisitions of companies or collaboration agreement
Transactions that involve substantial payment toward goodwill, brand equity or intellectual property

Significant development on the human resources front

I Sale of material nature, of investments, subsidiaries and assets, which are not in the normal course
of business

the management to limit the risks of

DiallS OT1oreign exchange exposure and the steps taken by
adverse exchange rate movement,
services
anyregulatory, statutory orlisting reguirements as well as shareholder
Oplance of transfer
such asSnon-payment of dividend and delays in share

Independent directors' discussion independent

them
directorsto update other
meetings with direclors and
The have separate the evecutive
On allBoard's policy is tolissues
regularly In
new initiatives.
such meetings, níosys
In addition,
independent
evecutive
Senior business-related
and on relevantissues.chairperson, any ofthe
presentations Lhe
managemenmu
irectorsSwill meet
personnel make
periodically In
executive session
i.e, without

tirectors or the management being present. transactions transactions or

related party partytransactions. relativeseNceptfor
pecumiary those

NlTheraetehaverial ybeen significant

no materially
Significant
related
directors.
subsidiaryor
management,
March31,
2006.

rdielsactlioosnsedhips
in
between Infosys anditsfortheyear
the financial statements
ended
 Practice
6 Corporate Governance: Principles, Mechanisms &

" Board committees

Currently. the Board has six commiltees: the audit commiltee Ihe
nominations commiltee. the investor grievance commitlee., the in\esMent conpensation
transfer committee. Allcommitlees excluding the investment and share
entirely of independent directors. The investment commillee cons0sts of all
commil eecOmmil e ,
Iramster and he the
shan
commilee Consis
(\ecutie
the share transfer commitlee consists of three executive directors including the
The Board is responsible for constituting. assigning. c0-opling and fixing of \lanaging
commiltlee members and it delegates these powers lo the nominal ions conillee. Directforor.
lerms of service
Tlhe
of the Board, in consultation with the company secretary and the commitlee
thefrequency and duration of the commitlee mectings. Normally. all (he chairman.
cOMmilleeS Meet
chaideterrpmerisnoesn
a year except the investment commiltee and the share Iransfer commitlee, which meet as(our imesS
the need arises. Typically, the meetings of the audit.,, compensation and and when
for the better part of a working day. Recommendations ofthe commillee are nonminations commillees
las
Board for approval. The quorum for meetings is eilher wor members or Ol-hirdofIt
the
submitled
to the full
the commitlee,whichever is higher. ofmembers
1. Audit commiltee
In India, Infosys is listed on The Stock Exchange, Mumbai (BSE) and the
National Stock Bxchanwe
(NSE). In the US, It is listed on the NASDAQ. In India, Clause 49 of the
Listing Agreement makes it
mandalory for listed companies to adopt an appropriate auditcommillee charler. The Blue Ribbon
Committee set up by the US Securities and Exchange Comnmission (SEC) reommended that every
listed company adopt an audit committee charter. This recommendation has been
also. In its meeting on May 27, 2000, the audit committee adopted a adopted by NASD1Q
charler which meets the
requirements of Clause 49 of the Listing Agreement with Indian stock exchanges and the SEC. The
charter is given below:.

1.1 Audit commitlee charter

The primary objective of the audit committee (the conmitee)of
Infosys Technologies Limited (
Company) is tomonitor and provide effective supervision of the management's
financial reportus
process with aview to ensure accurate, timely and proper disclosures, and transparency. integrily
and quality of financial reporting. The committee oversees lhe work carried out in the financial
reporting process by the management, the internalauditors and the independent audilor. and notes
the processes and safeguards
employed by each.
2.
Responsibilities of the audil commillee
2.1 Provide an open avenue of communication between the independent auditorinternal
auditor, and the Board of Directors (BoD).
2.2 Meet atleast fourtimes every year, or more frequently yas circumstances require. Theavdit
commitlee may ask members of theeilanagement or others to allend neetings and Pro
pertinent information as necessary.
2.3
Confirm and assure the independence of the dobjectivilyofthe
auditorand ol
internal auditor. independent
 Companies in Focus...1
Infosys Technologies LAd. 297
compensateand oversee the work of the
Appoint.
disagreements between management and the independent audilor (including resolving
2.4
independent
reporting)fortthe purpose of preparing or issuing an auditorsor regarding financial
all
audilreport related work.
Review and pre-approve |related party transactions in the
2.5
the committee
may company.
designate a member who shall be responsible for
For this purpose,
party transactions.
pre-approving related
a with the
2.6 independent auditor tne C0-0rdination of audit efforts to assure
lelenessof coverage, reduclion ol redundant efforts, and the effective use of all audit
resources.

ider and review the following wilh the

2.7
The adequacy of internal controls
independent auditor and the management:
and security, and
including computerized information system controls
Related findings and recommendations of the
together with the management's responses independent auditor and internal auditor.
2.8 Consider and if deemed fit, pre-approve all
non-auditing services to be provided by the
independent auditorto the company. For the purpose of this clause, non-auditing services
shall mean any professional services provided to the
other than
company by the independent auditor.
those provided to the company in connection with an audit or a review of
the
financial statements of uhe company and includes (butis not limited to):
Bookkeeping or other services related to the accounting records of financial statements
of the company
Financial information system design and implementation
Appraisal or valuation services, fairness opinions, orcontribution-in-kind reports
Actuarial services
Internal audit outsourcing serviceS
Management funcions or human resources
banking services
Broker or dealer, investment advisor, orinvestment and
unrelatedto the audit,
Legal services and experttservices
determinesimpermissible
Any other 'service that the BoD auditor. thhe annual auditeed
independent
2.9 andthe includingthe
Review and discuss with lhe management
audited/unauditedfinancrial statenents,
sis
lquarterly
.Management'sDiscussionand Anah sof Finanial Condilon
inancial statements andg Reporton Form 20-Fand
Company's disclosures under. filingthecompany's Annual
to SEC.
and Results ofTOperations. prior
respectively withthe
quarterly results on Form 6-K, iling withthe SECthe compan's
auditortoreviewbefore Forn6-A. usng professonal
independent reportson
2.10 Directthe company''s includedinquarterlyrevieWs.
Istatements conductingsuch
interim financial for
slandards andIprocedures
 Mechanis1s & Practivy
rporate Governance:Principles,

2.|| Conduct apost-audit

reviewof the t financial statements andaudit
significant suggestions forimprovemnents providedlo
212
auditor.

Review before release, the unedited quarterly operatiner

earnings release.

0versee compliance with the requirements of the

indlngs,nchtlinndgespqaueNwarltewyy
managementby \lhe
resulls in the company
2.13
disclosure of auditors. Services and audit. :SECand SEBI, as
,commitlee menmbers, m the case mmay le, Ior
and activities.
member
2,14 Review. approve and monitorthe codeofethics that the Company
officers. plans for its senior
qualif catioNS
financa
2.15 Review management's monitoringof compliancev with the
conduct andwith the Foreign Corrupt Practices Act. company' 'sstandards of busines
2.16 Review. in conjunction with counsel, any legal matters thatt could have a
on the company's financial statements.
2.17 Provide oversight and review, at least
significantimpact
including its investment policies.
annually, of the company's risk management polictes
2.18 Review the company's compliance with employee benefit plans.
2.19 Oversee and review the company's policies regarding
management information systems. information technology and
2.20 If necessary, institute special
and
investigations with full access to all books, records, facilities
personnelof the company.
2.21 As appropriate, obtain advice and assistance from
outside legal, accounting or otheradvisorS.
2.22 Review its oWn charter, structure, processes and
membership requirementS.
2.23 Provide a report in the company's proxy
regulations of the SEC. statement in accordance wilh tne ruto
2.24 Establish procedures for receiving, retaining and treating complaints received by the
company regarding accounting, internal accounting controls or auditing matters and
procedures for the confidential,, anonymous submission byemployees ofconcernsregarding
questionable accounting or auditing matters.
2.25 Consider and review lauditorandtheindependenl
the
auditor: followingwith the management,
,internal:

Significant findings during the year, including the status of previousaudil

recommendations
Any difficulties encountered during: audit workincluding any restrictionsonthe scope
of activities or
access to required
Any changes information, internal audit plan
required in the planned
and
2.26 scopee of the
Report periodically to the BoD on significant results of the foregoing: activities.
 1
lor,
bthics PrincipalI Infosys Technologjes \Ad.
ndeof
Mers

ntroduction
Executive and Senior Finaneial 299

Elhicssfor Principal Executive

Codeof
Tmisstandards of business conduCL for and Senior
Infosys Financial
OMcer s
rompliancewith legal
the
requiremenls,
promulgated
theSECrules The
1there
specifically
under. The purpose Technologies
Lim it
Seciofon he406 of heed (Uhe (L"heCompa"Coden"y") )hel, andps maintain
conduct.
ethical
shareholdersand our
matters covered in this
Code
business parlners. Further are of Uhe
Code is odeter
lmost Sarbanes-0Oxley
wr ongdoi n
Act of ensures
g 2002, and
Code is esseniimapor
l sotancethat Lowe hecanCompany,promotoure
accordance with our stated are
values. This Lhese and
bJsinessin
ofConduct.
inlended to supplement the Infosys
conduct our
The Code is applicable Lo the following persons, relerred Lo as Code
Principalexecutive officer. Officers:
Principal financial officer.

Principal accounting officer or controller. and

Allprofessionalssserving inthe roles of finance, Lax,
financial analyst and investor relations.
Purther, Lhisaccounting,allpurchase, treasury, internalandit.,
all members of the senior management, the
members
includes
of the audi.disclosure committee members.
board of Infosys and its subsidiaries. commilLee, and members of the
Ethical business conduct is critical to
1ead and understand this Code, uphold Inlosys' business. Accordingly, Officers are expected to
these standards in day-to-day activities, and comply with: all
anolicable laws; rules and regulations; the Infosys Code of
Conduct;
procedures adopted by the Company that govern the conduct of its and all applicable policies and
employees.
Nothing in this Code, in any Company policies and procedures, or in other related
(verbal or written), creates or implies an employment contract or term of communications
employment.
UIicers should sign the acknowledgment form at the end of this Code and relurn the fornm to the
HR department indicating1that they have received, read and underslood, and agreetlo comply with the
Code. The signedl acknowledgment form will be located in each Officer's personel files, Each year, as
Ind alnual review, Officers will be asked tosien an acknowledgment indicating their continued
Understanding of the Code.
Honest and Ethical Conduct
professional

IIhitteosgrysiety, honesty
of personal and localions
expects all Officers to act in laccordance withthe highest standardspremises,
Company's al offsite
and ethical conduct. while working onthe social
where the Company's Company sponsored business and
at
business
tNents, or at any other place 0fficersConducted,
whereis being Sare representingthe Company. considers
deception. It
l from fraud or Elhical
Alical considerstohonestl conduct to be conduct that is freeprofessionalstandardsofconduct. and
betweenpersonal
conducl be conduct
Cndhuct incudes the e ethical handling
conforming LO the
accepted interest
"apparent conllicts IIlnext.
of

ules ional relationships. of actual or

This is discussed in more detailin
Section
 Mechanisms &Practice
Corporate Governance: Principles,
00

ofInterest
I. Conflicts
demands (hat he or:rshe avoids and discloses
An Officer's duty to the Company
conflicts of interesl. A
interest ex0sts where the interesls or
conflict of
actual and appareL
beIcfits of
interests or benefils ofhe Company. Examples include:
entity contlict withthe
/Outside employment. ln considerationofemployment
A. Employment
are evpectedto devote
their full allention to the busineSs interests of
OMcers ar prohibiled from engaging in
any activity that interferes willh heir the Company
withtheCompany. OIficers
Nsponsilbilities to the Company, or is otherwise in
conflict with or
prejudicial to the perlormance or
Infosys policies prohibit 0fficers from accepting simultaneous enmployment with Company
customers, developers or competilors of the Company, or from taking part in any
enhances or supports acompetilor's position. Additionally. officers must activity that suppliers,
Company's audit committee, any interest that they have that may conflictwith thel disclose lothe
Compay.
business of the
B. Outside directorships. It is aconflict of interestto serve as a directorrof any
with the Company. Officers must first obtain approval from the companythat competes
accepting a directorship.
Company's audit committee hefone
C Business Interests. If anOfficer is considering
competitor of theCompany, he or she must first takeinvestingin any customer. Supplier. developer or
care t0 ensure thatthese investments do not
compromise on their responsibilities to the Company. Infosys' policy requires that Officers first
obtain approval from theCompany's audit
factors shouldbe considered in determining committee before making such an investment. Many
of the investment: the whether a conflict exists, includingthe size and nature
Officer's ability to influence the
confidential information of the Company or of the other Company's decisions; his or heraccess to
between the Companyand the other company: andthe natureofthe relationship
company.
D. Related parties. As ageneral rule,
With arelative, or with a 0ficers should avoid
business in which arelative is conducting Company busneSS
Relativesinclude spouse, ass0ciated in any signicat
nieces. nephews, Cousins,siblings, children, parents.
andgrandparents.
step grandchildren, aunts. Uncles
employment ofrelatives of relationships,
Officersin in-laws. The Company discourages the
Lhe Company prohibits the positions orarassignments withinthe sae department Further
dependence or influence (e.g..employment
an auditing
of such
individuals in positionsthat haesubordiale
afinanct
relationship).
Pavments or gifts
from others. Under
orcontrolrelationship, or a Superisor
promise opay, or
pay anynoci
consul tant s, etc., aut
hat h
is ori zationto rcumst
mones, a
pift. nces
or
may Officers accept any offer pa ient
failure to act, perceived
endos
anv act or
any
as
intended, directl anthing of value fromcustoners. decisot.
Inexpensi ve gifts, infrequentCOMmi lm ent of fraud, or orindirectly, ulointlueICe ny business
lofaus raud
they are not business meals, opportunily for the commitmente
accepting anytorexcess0ve or ereate an
hingof value from anappearance celebratory
of events andientertainment. provded
thal
Betore
depart 1 nent the inance
violates this policy are to be employee of aimpropriety. do not Violate this policy thelIR

customers, or recelved irom directedto HROr deparment government

deparsupplierstment.QuescUsttioonsmers,
regarding entity, 0ne has to contact
entorgil!
Whethera particular paytsupplersor
. Gifs the lo
should begiven
by Company
to theci
approprate
 Companies in Focus...1
Infosys Technologies Ltd. 301
shouldneverbeof a kind that could create an
and alwavsbe accurately recorded in the appearance o>
Company's books andimpropriely. "The nalure and cost
must
Company's t
GiftPolicy thisSregard.
in records. One has to follow the
opportunities Officers may
not exploit for
corporate property,, their
Corporate the useoof own personal gain,
through
arr discovered in
isdisclosed
fully writing to the Company's boardiof information or
position,
direCLors and the
opporl
unless the unilies that
suchopportunity. opportpursue
board declinesto unity
Otherrsituations. Because other conflicts of
s
esituations.
tolist allpossible If a proposed t interest may arise, it would be
Officers must consult the Company'saudit
transaction
or situation raises impractical to attempt
any
committee. questions or doubts.
Disclosure to the SECamd the Public
sfsys' Dolicy is toprovide full, fair,
ionuments that it files with, or submitaccurate, timely, and
to, the SECand in its understandable disclosure in reports and
hs Oficers must ensure that they other public communications. Accordingly.
and others in the Company comply vith our
and Drocedures, and its internal
controls for financial reporting. disclosure controls

I Compliance with
Governmental Laws, Rules and Regulations
wl must comply with all applicable governmental laws, rules and regulations. Oficers must
ue apropriate knowledge of the legal requirements relating to their duties suithCient to enabie
them to recognize potential dangers, and to know when to seek advice from the finance department.
Tiolations of applicable governmentallaws, rules and regulations may subject Officers to individual
criminal or civil liability, as well as to Company. Such individual violations
liabilitybyorthethe loss of business.
or criminalaction
may also subject the Company to civildisciplinary

M
Violations
Part of
of the
Code helpenforce this Code
Oficers
an isto departmeu
s job and of his or her elhical responsibility,department or the linance Reprisal
should be alert Officer'possible violations andI report this to the HR iolations.
investigationsof possible
Ofhreatficer,s mnust toCooperate in any internalIor external goodtaith,
reporteda olaion
whohas, in againsl ans personnho 0s
or a
ass0Ntiha

r
SUspecteedtribution or retaliation against
hany violation of law, his Code or
any person
'other
CompanV Dolicies,
sucha
or
violation,is
probibited
shoullbe
pemph

investigation
Acual violations
or process with respect

of law, this Code, or

lo

other
Company policies
or
procedures,

arelound
tovla
Teported to the HR department orthe
finance
department.
agaiIst any 0Ificer whoSe
May
aCtlos
mhedale
termDa.
Clude Nüterda loss it .
The appropriateaction Disciplinaryactions
Compan, DdS ae
Deentol.ilev
lhe Code
M Company
or
will take
any other policy OIthe
Company, Where the
discretion. responsible, Wher
aMs

eCaommpanply oyment cooperate

Pursue IkS remedies against
will
's
Uhe
fully
sole
at the Companyindividuals
wilhthe
oretities
appropriate
authoritikes.
302 Corporate Governance: Principles, Mechanisms & Practice

VIL. Waivers and Amendments ofthe Code

Infosysis commiltedto continuously reviewing and updating its policies and
provisionprocedures,
this Code is subiect to modification. Any amendment or waiver of any
of any
approved in writing by the Company's board ofd
website and in applicable regulatory filings pursuant to applicable
laws and
of this
directors and promplly disclosed on Code Therelore.
the must be
details about the nature of the amendment or waiver. regulations, togetCohmerpanywi'sth