Corporate Governance at Infosys
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Details
Themes: Coporate Governance
Period : 1996 - 2001
Organization : Infosys Technologies Ltd.
Pub Date : 2001
Countries : India
Industry : Information Technology
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Case Code : CGOV001
Case Length : 12 Pages
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Corporate Governance - The Infosys Way Contd...
Table I
Composition of the Board (2001)
|
EXECUTIVE DIRECTORS |
PROFILE |
|
Narayana NR Murthy |
Chairman of the Board and CEO since 1981. Also served as managing director until February 1999. |
|
Nandan M Nilekani |
Co-founder of Infosys. Managing Director, COO and President since February 1999. |
|
S Gopalkrishnan |
Co-founder of Infosys. Deputy Managing Director, Head of Customer Service & Technology. |
|
K Dinesh |
Co-founder of Infosys. Head of HRD, IS, Quality & productivity. |
|
SD Shibutal |
Co-founder of Infosys. Head of Customer Delivery. |
|
TV Mohandas Pai |
CFO, Head of Administration and Facilities. |
|
Phaneesh Murthy |
Head of Sales & Marketing. |
|
Srinath Batni |
Head of West North America. |
NON-EXECUTIVE DIRECTORS |
|
|
Deepak M Satwalekar |
Managing Director of Housing Development Finance Corporation Ltd. since 1993. |
|
Dr Marti G Subrahmanyam |
Charles E. Merrill Professor of Finance and Economics at the Stern School of Business at New York University since 1993. |
|
Ramesh Vangal |
President of Seagram Asia Pacific since 1997. |
|
Philip Yeo |
Executive Chairman of the Singapore Economic Development Board. Also, Deputy Chairman of the National Science and Technology Board and Chairman of Pidemco Land, a subsidiary of the Singapore Technologies Group. |
|
Senator Larry Pressler |
Member of Congress for 22 years. A senior partner in the Washington, D.C. law firm of O'Conner & Hannan. |
|
Dr Omkar Goswami |
Senior Consultant and Chief Economist to the Confederation of Indian Industry (CII). |
|
Dr Jitenrda Singh |
Saul P. Steinberg Professor in the Department of Management at the Wharton School, University of Pennsylvania. |
|
Rama Bijapurkar |
A recognised thought leader on marketing strategy and consumer related issues in India and runs a strategic marketing consulting practice working across a wide range of sectors, helping organizations develop marketing strategies. |
Source: Annual Report, 2000-01
The nominations committee had four non-executive directors who looked after the issue of retirement of existing members and their re-appointment, on the basis of their performance. The nominations committee constantly evaluated the contribution of the members of the board and recommended to shareholders their re-appointment. The executive directors were appointed by the shareholders for a maximum period of five years, but were eligible for re-appointment upon completion of their term. The nominations committee adopted a retirement policy for the members of the board under which the maximum age of retirement of executive directors, including the CEO, was 60 years, which was the age of superannuation for the employees of the company. Their continuation as members of the board upon superannuation / retirement was determined by the nominations committee.
The compensation committee, which had three non-executive directors, looked after issues relating to compensation and benefits for board members. It determined and recommended to the board, the compensation payable to the members of the board. The compensation of the executive directors consisted of a fixed component that was paid monthly, and a variable component, which was paid quarterly, based on performance. The annual compensation of the executive directors was approved by the compensation committee within the parameters set by the shareholders at the shareholders meetings. The shareholders determined the compensation of the executive directors for the entire period of their term.