During the year, our nominations committee (‘the committee’) comprised three independent directors. They are :
Effective April 13, 2010, the committee was reconstituted as follows :
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 :
(i) nomination for election or re-election by the shareholders; and
(ii) 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.
The committee held five meetings during the year – on April 14, 2009; June 20, 2009; July 10, 2009; October 9, 2009 and January 12, 2010.
No. of meetings |
||
| Held | Attended | |
| Prof. Jeffrey S. Lehman | 5 | 5 |
| Deepak M. Satwalekar | 5 | 5 |
| Dr. Omkar Goswami | 5 | 4 |
During the year, the committee recommended the induction of K. V. Kamath to the Board. It also recommended the appointment of Prof. Marti G. Subrahmanyam as Lead Independent Director, succeeding Deepak M. Satwalekar.
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, Prof. Marti G. Subrahmanyam, N. R. Narayana Murthy, S. Gopalakrishnan, S. D. Shibulal and T. V. Mohandas Pai, will retire in the ensuing AGM. The committee considered their performance and recommended that the necessary resolutions for their re-appointment be considered by the shareholders. The committee also considered the re-appointment of T. V. Mohandas Pai and Srinath Batni as whole-time directors for a further period of five years commencing from May 27, 2010 and recommended that the necessary resolution be placed before the shareholders for their consideration.
During the year, the committee coordinated and oversaw the annual performance self-evaluation of the Board and of individual directors in the governance of the Company.
Bangalore |
Sd/- |
During the year, our investor grievance committee (‘the committee’) comprised three independent directors. They are :
Effective April 13, 2010, the committee was reconstituted as follows :
K. Parvatheesam, Company Secretary, is the Compliance Officer.
The committee has the mandate to review and redress shareholder grievances. Four investor grievance committee meetings were held during the year – on April 14, 2009; July 9, 2009; October 8, 2009 and January 12, 2010.
No. of meetings |
||
|
Held | Attended |
| Rama Bijapurkar | 4 | 4 |
| Dr. Omkar Goswami | 4 | 3 |
| Claude Smadja | 4 | 4 |
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, 2010 are as follows :
Nature of complaints |
Received | Resolved | Closing |
| Dividend related | 629 | 629 | – |
It has also been noted that the shareholding in dematerialized mode as on March 31, 2010 was 99.70%, the same as in the previous year.
| Bangalore April 13, 2010 |
Sd/- Dr. Omkar Goswami Chairperson |
During the year, our risk management committee (‘the committee’) comprised four independent directors. They are :
Effective April 13, 2010, the committee was reconstituted as follows :
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 overall responsibility for 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.
The committee held four meetings during the year – on April 15, 2009; July 9, 2009; October 8, 2009 and January 11, 2010.
No. of meetings |
||
| Held | Attended | |
| David L. Boyles | 4 | 4 |
| Sridar A. Iyengar | 4 | 4 |
| Rama Bijapurkar | 4 | 3 |
| Prof. Jeffrey S. Lehman | 4 | 4 |
The committee also held three conference calls on April 9, 2009, October 5, 2009 and on January 7, 2010.
The committee reviewed the Company's risk management activities on a quarterly basis. These included a review of the report on top risks including risk level, exposure, potential impact, trend line and progress of mitigation plans. Further, as per the scheduled annual calendar, the committee reviewed risk management practices in the areas of information security, business continuity management, physical security, project and account level risks, status of implementation of Enterprise Risk Management (ERM) at subsidiaries, contractual compliance tracking mechanisms and financial risks. The committee also reviewed the results of the annual risk survey.
While acknowledging the challenging business environment faced by the Company, the committee believes that the Infosys Risk Framework along with risk assessment, monitoring and reporting practices are adequate to minimize 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.
| Bangalore April 12, 2010 |
Sd/- David L. Boyles Chairperson |
The compensation committee of the Board approves the compensation and benefits for all Executive Board Members as well as members of the Executive Council. Another committee, headed by the CEO, reviews, evaluates and decides the annual compensation of our officers from the level of Vice President, excluding members of the Executive Council. The compensation committee of the Board administers the 1998 and the 1999 Stock Option Plans.
The Chairman, the CEO and the COO, in consultation with the CFO, handle all interactions with investors, the media and various governments. The CEO and the COO manage most of the interactions with clients and employees.
We have an integrated approach to managing risks inherent in various aspects of our business. More details are provided in the Risk management report section of the Annual Report.
A detailed report on the Management's discussion and analysis is provided in the Management's discussion and analysis section of the Annual Report.
According to the Articles of Association, one-third of the directors retire by rotation and, if eligible, seek re-appointment at the Annual General Meeting of shareholders. As per Article 122 of the Articles of Association, N. R. Narayana Murthy, Prof. Marti G. Subrahmanyam,
S. Gopalakrishnan, S. D. Shibulal and T. V. Mohandas Pai will retire in the ensuing Annual General Meeting. The Board has recommended the re-appointment of all the retiring directors. The detailed profiles of all these directors are provided in the Notice convening the Annual General Meeting.
We send quarterly reports to each shareholder via email. The report contains select financial data extracted from the audited financial statements under Indian GAAP and unaudited financial statements under IFRS. The quarterly report along with additional information is also posted on our website. Moreover, the quarterly / annual results and official news releases are generally published in The Economic Times, The Times of India, Business Standard, Business Line, Financial Express and Udayavani (a regional daily published from Bangalore). Quarterly and annual financial statements, along with segmental information, are posted on our website, www.infosys.com. Earnings calls with analysts and investors are broadcast live on the website and their transcripts are published on the website soon thereafter. Any specific presentations made to analysts and others are also posted on our website. The proceedings of the Annual General Meeting are webcast live for shareholders across the world. The video archives are also available on our website for reference.
We have a Board-level investor grievance committee to examine and redress shareholders' and investors' complaints. The status on complaints and share transfers is reported to the entire Board. The details of shares transferred and the nature of complaints are provided in the Shareholder information section of the Annual Report. For shares transferred in physical form, the Company provides adequate notice to the seller before registering the transfer of shares. The share transfer committee of the Company will meet as often as required to approve share transfers. For matters regarding shares transferred in physical form, share certificates, dividends and change of address, shareholders should communicate with Karvy Computershare Private Limited, our registrar and share transfer agent. Their address is given in the Shareholder information section of the Annual Report.
Share transactions in electronic form can be effected in a much simpler and faster manner. After confirmation of sale / purchase transaction from the broker, shareholders should approach the depository participant with a request to debit or credit the account for the transaction. The depository participant will immediately arrange to complete the transaction by updating the account. There is no need for separate communication to the Company to register the share transfer.
There has been no instance of non-compliance with any legal requirements nor have there been any strictures imposed by any stock exchange, SEBI or SEC, on any matters relating to the capital market over the last three years.
For the year ended March 31, 2010, there are no ordinary or special resolutions that need to be passed by our shareholders through a postal ballot.
As required by Clause 49 of the Listing Agreement, the auditors' certificate is given in the Annexure to the directors' report section in the Annual Report.
As required by Clause 49 of the Listing Agreement, the CEO / CFO certification is provided in the CEO and CFO certification section of the Annual Report.