International Journal of Research e-ISSN: 2348-6848 p-ISSN: 2348-795X Available at https://edupediapublications.org/journals Volume 04 Issue 06 May 2017

A Study on Corporate Governance Policies in Hcl Technologies & Infosys VEMULA PRADEEP Asst Prof Unity PG College, Bhongir.

ABSTRACT Banking sector plays a significant role in India to transform economy towards self sufficiency hence the corporate governance of the banking sector is significantly important. There is a need for the development of new policy framework on corporate governance as well as the proper implementation of existing laws, regulations and guidelines with the equal participation of all relevant stakeholders. Corporate governance has become a topic of increasing interest among the policy makers since it looks at the relationship between the board of directors, shareholders and management. Practice of good governance is important for the better performance of the organizations as can be seen from the analysis of shareholder‟s perspectives which shows that high disclosure and stronger enforcement is required for better governance in the bank. Introduction a much larger pool of investors. If Corporate governance reform is an countries are to reap the full benefits of the important aspect of broader reforms aimed global capital market, and if they are to at securing an environment attractive to attract long-term „patient‟ capital, both domestic and foreign investors and corporate governance arrangements must that enhances the benefits of investment to be credible, well understood across borders society. As the Preamble to the OECD and adhere to internationally accepted Principles of Corporate Governance states, principles. Even if corporations do not rely “The degree to which corporations observe primarily on foreign sources of capital, basic principles of good corporate adhering to good corporate governance governance is an increasingly important practices will help improve the confidence factor for investment decisions. Of of domestic investors, reduce the cost of particular relevance is the relation between capital, underpin the good functioning of corporate governance practices and the financial markets, and ultimately induce increasingly international character of more stable sources of financing.” investment. International flows of capital It is not only the absolute amount of enable companies to access financing from available capital that will determine the

Available online: https://edupediapublications.org/journals/index.php/IJR/ P a g e | 1911 International Journal of Research e-ISSN: 2348-6848 p-ISSN: 2348-795X Available at https://edupediapublications.org/journals Volume 04 Issue 06 May 2017

ability to increase economic welfare remote infrastructure management, through capital formation. Equally engineering and R&D, and business important is the effectiveness with which it process outsourcing (BPO). HCL also is allocated among alternative investment provides services such as opportunities and, not least, how well the DRYiCE,Cybersecurity and Digital & corporation‟s final use of it is actually Analytics. monitored. If household savings and available corporate funds do not reach The company has offices in 34 countries their best possible use, society will forgo including the United States, France and opportunities that would have generated Germany, and the United Kingdom. It additional economic welfare. Under such operates across sectors including aerospace circumstances, entrepreneurs will not find and defense, automotive, consumer appropriate funding for profitable projects, electronics, energy and utilities, financial existing companies will not be able to services, government, industrial expand their operations, and potentially manufacturing, life sciences and profitable innovations will never be healthcare, media and entertainment, commercialised. Moreover, necessary re- mining and natural resources, public structuring of individual companies and services, retail and consumer, entire industries will be impaired, and semiconductor, server and storage, productive assets will be locked into telecom, and travel, transportation, underperforming activities. logistics, and hospitality. HCL Technologies HCL Technologies Limited is an Indian HCL Technologies is on the Forbes Global multinational IT services company, 2000 list. It is among the top 20 largest headquartered in Noida, Uttar Pradesh, publicly traded companies in India with a India. It is a subsidiary of HCL Enterprise. market capitalisation of $18.7 billion as of Originally a research and development May 2017. As of September 2017, the division of HCL, it emerged as an company, along with its subsidiaries, had a independent company in 1991 when HCL consolidated revenue of $7.4 billion ventured into the software services Corporate governance in HCL business. HCL Technologies (the Technologies abbreviation of Hindustan Computers Good governance facilitates efficient, Limited)offers services including IT effective and entrepreneurial management consulting, enterprise transformation, that can deliver stakeholders value over the

Available online: https://edupediapublications.org/journals/index.php/IJR/ P a g e | 1912 International Journal of Research e-ISSN: 2348-6848 p-ISSN: 2348-795X Available at https://edupediapublications.org/journals Volume 04 Issue 06 May 2017

longer term. It is about commitment to  Communicate externally, in a truthful values and ethical business conduct. It is a manner, about how the Company is run set of laws, regulations, processes and internally. customs affecting the way a company is  Have a simple and transparent corporate directed, administrated, controlled or structure driven solely by business needs. managed.  Comply with the laws in all the countries Good corporate governance underpins the in which we operate. success and integrity of the organizations,  Management is the trustee of the institutions and markets. It is one of the shareholders‟ capital and not the owner. essential pillar for building efficient and CORPORATE GOVERNANCE - A sustainable environment. SNAPSHOT Corporate Governance is based on the Corporate Governance is prepared under principles of integrity, fairness, equity, Clause 49 of Listing Agreement with transparency, accountability and Indian Stock Exchanges. Some of the commitment to values. Good governance important sections of the Corporate practices stem from the culture and Governance are: mindset of the organization. Effectiveness  Board of Directors of the Corporate Governance in our  Board Committees Company depends on regular review,  Code of Conduct preferably regular independent review. As  Anti Bribery and Anti Corruption stakeholders across the globe evince keen Policy interest in the practices and performance of  Code for Prevention of Insider companies, Corporate Governance has Trading emerged on the centre stage.  Sexual Harassment Policy HCL TECHNOLOGIES - PHILOSOPHY  Whistle Blower Policy ON CODE OF GOVERNANCE  Investors Satisfaction Survey  Satisfy the spirit of the law and not just the HCL CORPORATE GOVERNANCE letter of the law. Corporate Governance POLICIES standards should go beyond the law.  Code of Business Ethics and  Be transparent and maintain a high degree Conduct (COBEC) of disclosures levels. When in doubt,  Anti Bribery & Anti Corruption disclose it. Policy (ABACP)  Make a clear distinction between personal  Corporate Social Responsibility convenience and corporate resources. Policy

Available online: https://edupediapublications.org/journals/index.php/IJR/ P a g e | 1913 International Journal of Research e-ISSN: 2348-6848 p-ISSN: 2348-795X Available at https://edupediapublications.org/journals Volume 04 Issue 06 May 2017

 Policy for determining Material destination for software services talent. We Subsidiary pioneered the Global Delivery Model and  Whistle Blower Policy became the first IT company from India to  Related Party Policy be listed on NASDAQ. Our employee  Fair Disclosure Code stock options program created some of  Familiarisation Programme for India's first salaried millionaires. Independent More about the defining moments in the  Letter of Appointment of history of Infosys. Independent Director  Archive Policy Milestones  Policy for Determination of 2017 materiality of Event or Information v4 Infosys Board appoints Nandan Nilekani  Composition of various committees as Non-Executive Chairman of the Board of Board of Directors  Criteria of making payments to Pravin Rao appointed as Interim Chief Non Executive Directors Executive Officer and Managing Director  Dividend Distribution Policy Board revised the capital allocation policy

and decided to payout up to 70% of the Infosys free cash flow (net cash provided by Established in 1981, Infosys is a NYSE operating activities less capital expenditure listed global consulting and IT services as per the consolidated statement of cash company with more than 198,000 flows prepared under IFRS) as dividend. employees. From a capital of US$250, we 2016 have grown to become a US$10.5 billion

(LTM Q2 FY18 revenues) company with a Touches revenues of US$10 billion on an market capitalization of approximately LTM basis US$33.5 billion. Infosys launches Infosys Mana (now part of Infosys Nia), a platform that brings machine learning together with the deep In our journey of over 35 years, we have knowledge of an organization, to drive catalyzed some of the major changes that automation and innovation have led to India's emergence as the global

Available online: https://edupediapublications.org/journals/index.php/IJR/ P a g e | 1914 International Journal of Research e-ISSN: 2348-6848 p-ISSN: 2348-795X Available at https://edupediapublications.org/journals Volume 04 Issue 06 May 2017

Infosys Foundation USA partners with the  Disclosures pursuant to SEBI National Science Foundation and (Share Based Employee Benefits) DonorsChoose.org to pioneer a new model Regulations, 2014 of public-private-community collaboration  Dividend Distribution for computer science education  Document retention and Archival Policy Infosys Launches Skava Commerce, a new  Familiarization program for standard for modern, mobile-first and Independent Directors modular e-commerce platforms  Incentive Compensation Plan Infosys invests in Waterline Data, provider Insider Trading Policy of data discovery and data governance Letter of Appointment of Independent software; Stellaris Venture Partners, an Director early-stage venture fund; UNSILO, an A.I. Management review and responsibility start-up focused on advanced text analysis; Nomination and Remuneration Policy TidalScale, a provider of Software- Policy for Determining Materiality for Defined Servers Disclosures Policy on Material Subsidiaries Corporate Governance policies in Recoupment Policy Infosys Related Party Transaction Policy Infosys has been a pioneer in Shareholders benchmarking its corporate governance Statement under the United Kingdom practice with the best in the world. Given Modern Slavery Act of 2015 below are the company‟s policies on Supplier Code of Conduct corporate Governance. Whistleblower Policy  Board composition Committee Charters and Corporate  Board diversity Governance Guidelines  Board meetings Audit Committee Charter Corporate Governance Guidelines  Code of Conduct and Ethics Corporate Social Responsibility  Corporate Policy Statement on Committee Charter Investor Relations Finance and Investment Committee  Corporate Social Responsibility Charter Policy Nomination and Remuneration Committee Charter

Available online: https://edupediapublications.org/journals/index.php/IJR/ P a g e | 1915 International Journal of Research e-ISSN: 2348-6848 p-ISSN: 2348-795X Available at https://edupediapublications.org/journals Volume 04 Issue 06 May 2017

Risk and Strategy Committee Charter 2. About HCL Enterprise. HCL Technologies. Retrieved 28 August Stakeholders Relationship Committee 2015. Committee if Directors 3. FAST FACTS | HCL Technologies. CONCLUSION www.hcltech.com. Retrieved 2017- One of the challenges faced by both 08-11. scholars of corporate governance and by 4. Jump up Investors | HCL organizations that intend to provide Technologies. www.hcltech.com. Retrieved 2017-08-11. enabling frameworks for good corporate 5. Infosys $200 million Israeli software governance is the complexity of the company Panaya is in the eye of the storm. The Economic Times. Retrieved relationships that exist between companies 7 October 2017. on one side and their shareholders, 6. Infosys Completes Acquisition of stakeholders and gatekeepers on the other Skava. Infosys Limited. 4 June 2015. Retrieved 7 October 2017. side. This complexity seems to be one of the main reasons why corporate scandals 7. Infosys completes Skava acquisition for $120 million. The Economic Times. still occur, despite the existence of an 4 June 2015. Retrieved 7 October extensive academic literature on corporate 2017. governance and the sustained efforts by 8. https://www.infosys.com/ national as well as cross-national 9. https://www.hcltech.com/investors/c regulators over the last decades to improve orporate-governance-hcl corporate governance. The recent „credit 10. https://www.elgaronline.com/view/9 crunch‟ is a reminder that corporate 781849801041.00011.xml governance at company and industry level, as well as regulation on corporate governance more widely, is deficient in the sense that it does not properly deal with the complex nature of these relationships and the potential conflicts of interests therein. Banks over the last few years have not only failed their shareholders, but also their customers, the taxpayer and society at large. References: 1. HCL Tech CEO Anant Gupta quits, C Vijayakumar to succeed - The Economic Times. The Economic Times.

Available online: https://edupediapublications.org/journals/index.php/IJR/ P a g e | 1916