Strategic

Management
Assignment 3

Corporate Governance at Infosys

& CEO Interaction Summary

Submitted By:
Nitheesh N
 A. CEO INTERACTION

Mr. S. Ramachandra, CEO- Battery Business at Amco Batteries Ltd, he worked in Exide
batteries, amaron batteries, he gave an impressive talk on the marketing strategies followed
by the company during its initial stage. It started from the design of the products itself. The
company looked at the product in the market not only in terms of technical features and
performance but also in terms of aesthetics.

At that time when the company was launching its products, all existing batteries were
transparent with red or blue tops. Amaron chose black. There were two advantages: If
government legislation in the future requires battery makers to use recycled plastics, it can
only be in black. Secondly, they don't need to know the level of water in the battery.
Then he talked about other strategies used in Amaron battery like putting bar codes just to
attract customers and make them think the product is of high class technology product.

Amaron, a zero-maintenance battery, is right up there in the consideration set. Building a

battery brand as a "slow moving consumer good, so he specifies the marketing must be
done to people who have a car and especially target first time users since they will not know
much about batteries, so such strategies was specified by him

The company wanted the brand letters and colours to be recognised from a great distance.
They wanted to be seen as unique and that was a very important part of their branding. And
hence they chose an assertive font that added to the battery's rugged look.
In the early stages of its branding, the company chose to associate itself with a rugged sport
and roped in racer Narain Karthikeyan to endorse the brand. The company actively
promotes go-karting as a leisure sport and supports go-kart competitions even though the
karts dont run on batteries.

In a market characterised by a dominance of unorganised players, with innovative

marketing and advertising, the company has clocked up a market share of 6 per cent. He
ended up with battery business are good but just that customer once buy it will come again
after 3 years in this line of business.

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 B. CORPORATE GOVERNANCE AT INFOSYS LIMITED:

Infosys Corporate Governance Philosophy:

Corporate governance is an ethically driven business process that is committed to values

aimed at enhancing an organization's wealth generating capacity. This is ensured by taking
ethical business decisions and conducting business with a firm commitment to values, while
meeting stakeholders' expectations. At Infosys, it is imperative that the company affairs are
managed in a fair and transparent manner. This is vital to gain and retain the trust of their
stakeholders.

At Infosys, the Board of Directors (the Board) is at the core of their corporate governance
practice and oversees how the Management serves and protects the long-term interests of
our stakeholders.

Their corporate governance framework ensures that we make timely disclosures and share
accurate information regarding our financials and performance, as well as the leadership
and governance of the Company.

Their corporate governance philosophy is based on the following principles:

Corporate governance standards should go beyond the law and satisfy the spirit of
the law, not just the letter of the law
When in doubt, disclose. Ensure transparency and maintain a high level of
disclosure
Clearly distinguish between personal conveniences and corporate resources
Communicate externally, and truthfully, about how the Company is run internally
Comply with the laws of all countries in which we operate
Have a simple and transparent corporate structure driven solely by business needs
The Management is the trustee of the shareholders' capital and not the owner

Corporate governance framework

The driving principles of Infosys corporate governance framework are encapsulated in the
following diagram:

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Corporate governance guidelines
Over the years, the Board has developed corporate governance guidelines to help fulfil their
corporate responsibility towards our stakeholders. These guidelines ensure that the Board will
have the necessary authority and processes to review and evaluate their operations when
required. Further, these guidelines allow the Board to make decisions that are independent of
the Management.
Size and composition of the Board:

Infosys believes that the Board needs to have an appropriate mix of executive and independent
directors to maintain its independence, and separate its functions of governance and
management. Three out of nine Board members or 33% of the Board are women. Five of the

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Board members (56%) are Indians, while four (44%) are foreign nationals. The Board
periodically evaluates the need for change in its composition and size.

Tenure of the Board of Directors:

The average tenure of members on the Board is approximately 3.2 years as of March 31, 2016.
The average tenure of executive directors (whole-time directors) is two years and that of
independent directors is 3.6 years. The average tenure of Board members as on March 31, 2016
was as follows:

Role of the Board of Directors:

The primary role of the Board is that of trusteeship to protect and enhance shareholder value
through strategic direction to the Company. As trustees, the Board has fiduciary responsibility
to ensure that the Company has clear goals aligned to shareholder value and its growth. The
Board exercises its duties with care, skill and diligence and exercises independent judgment.
The Board sets strategic goals and seeks accountability for their fulfilment. The Board also
directs and exercises appropriate control to ensure that the Company is managed in a manner
that fulfils stakeholders aspirations and societal expectations.

Compliance with the corporate governance codes:

Infosys complies with the Corporate Governance Voluntary Guidelines, 2009, of the Ministry
of Corporate Affairs (MCA) and the SEBI Listing Regulations.

The Company has also ensured the implementation of non-mandatory items such as:

Separate posts of Chairman, and CEO & MD, and reimbursement of expenses in the
performance of duties
Unmodified audit opinions / reporting
The internal auditor reports directly to the audit committee

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