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Infosys Ltd. Board/Management Information 2016
17843_rns_2016-01-14_9c3ca673-3ac2-42ae-b413-5d79e20ee01e.pdf
Board/Management Information
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Infosys
TO ALL STOCK EXCHANGES
BSE LIMITED NATIONAL STOCK EXCHANGE OF INDIA LIMITED NEW YORK STOCK EXCHANGE NYSE EURONEXT LONDON NYSE EURONEXT PARIS
January 14, 2016
Dear Sir, Madam,
Sub: Board meeting
This has reference to our letter dated December 14, 2015 regarding the captioned subject. The Board, at today's meeting, transacted the following items of business:
Financial Results
- Took on record the audited financial results of Infosys Limited as per Indian GAAP for the quarter ended December 31, 2015.
- Took on record the audited consolidated financial results of Infosys Limited and its subsidiaries as per IFRS for the quarter ended December 31, 2015.
Other matters
- Appointed Dr. Punita Kumar Sinha as an Independent Director. The appointment is effective today, i.e. January 14, 2016.
- Re-appointed Prof. Jeffrey S. Lehman, Independent Director of the Company for a term of two years with effect from April 14, 2016 to hold office up to April 13, 2018, and not be liable to retire by rotation. Prof. Lehman's current term of office as an Independent Director expires on April 13, 2016. The appointment is subject to the approval of shareholders.
- Approved and adopted the Company recoupment (Claw-back) Policy.
We are enclosing herewith the financial results, brief profile of Dr. Punita Kumar Sinha and recoupment policy for your information and record.
Yours sincerely,
For Infosys Limited
A.G.S. Manikantha Company Secretary
INFOSYS LIMITED CIN: L85110KA1981PLC013115 44, Infosys Avenue Electronics City, Hosur Road Bangalore 560 100, India T 91 80 2852 0261 F 91 80 2852 0362 [email protected] www.infosys.com
Infosys
Brief Profile of Dr. Punita Kumar Sinha
Dr. Punita Kumar-Sinha
Dr. Punita Kumar-Sinha has focused on investment management and financial markets during her 25 year career. She spearheaded some of the first foreign investments into the Indian equity markets in the early 1990s. Currently, she is the Founder and Managing Partner, Pacific Paradigm Advisors, an independent investment advisory and management firm focused on Asia. Dr. Kumar-Sinha is also a Senior Advisor and serves as an Independent Director for several companies. Prior to founding Pacific Paradigm Advisors, she was a Senior Managing Director of Blackstone and the Chief Investment Officer of Blackstone Asia Advisors. Dr. Kumar-Sinha was also the Senior Portfolio Manager and CIO for The India Fund (NYSE:IFN), the largest India Fund in the US, for almost 15 years, The Asia Tigers Fund (NYSE:GRR), and The Asia Opportunities Fund.
Prior to joining Blackstone, Dr. Kumar-Sinha was a Managing Director and Senior Portfolio Manager at Oppenheimer Asset Management Inc., and CIBC World Markets, where she helped open one of the first India advisory offices for a foreign firm. She also worked at Batterymarch (a Legg Mason company), Standish Ayer & Wood (a BNY Mellon company), JP Morgan and IFC/World Bank.
Dr. Kumar-Sinha has been frequently featured in the media, including: The Financial Times, The New York Times, The Wall Street Journal, Barron's, Forbes, CNN, CNBC, Fox News, Star News, Bloomberg, ET Now and The Economic Times. She has also anchored a TV series on ET NOW on various global economies, key Indian policy issues and their impact on capital markets. Dr. Kumar-Sinha has been a speaker at many forums and many of her contributions at seminars and conferences have projected the potential and prospects of Asia as an investment destination.
Dr. Kumar-Sinha has a Ph.D. and a Masters in Finance from the Wharton School, University of Pennsylvania. She received her undergraduate degree in chemical engineering with distinction from the Indian Institute of Technology, New Delhi. She has an MBA and is also a CFA Charter holder. Dr. Kumar-Sinha is a member of the CFA Institute, the Boston Security Analysts Society and the Council on Foreign Relations. She is a Charter Member and was a Board Member of TIE-Boston. Dr. Kumar-Sinha has been awarded the Distinguished Alumni Award from IIT Delhi.
INFOSYS LIMITED CIN: L85110KA1981PLC013115 44, Infosys Avenue Electronics City, Hosur Road Bangalore 560 100, India T 91 80 2852 0261 F 91 80 2852 0362 [email protected] www.infosys.com
Infosys
INFOSYS LIMITED RECOUPMENT POLICY
Adopted by the Board of Directors on January 14, 2016 (the "Effective Date")
In the event that Infosys Ltd. (the "Company") restates its financial statements due to fraud or non-compliance of any rules, regulations or accounting standards applicable to the Company, to the extent permitted or required by governing laws, the Company shall seek to recover any Incentive Based Compensation received by any Executive Officer of the Company that is in excess of what would have been payable to such Executive Officer based on the restated and corrected financial statements.
For the purposes of this Policy:
"Executive Officer" means a current or past Chief Executive Officer (CEO) or any current or past executive reporting to the CEO.
"Incentive Based Compensation" means all cash-based and share-based compensation earned or paid after the Effective Date, the earning or vesting of which was based on the attainment of a financial measure or financial performance of the Company.
This Policy shall be applied and interpreted in accordance with rules and regulations that are adopted and become effective, from time to time, by the Securities and Exchange Board of India, the United States Securities and Exchange Commission (including Section 10D of the Securities Exchange Act of 1934, as amended), the India Companies Act of 2013 or other applicable law or listing requirements of any exchanges on which the securities of the Company is listed or traded, and otherwise shall be applied and interpreted in the business judgment of the Nomination and Remuneration Committee. The Nomination and Remuneration Committee shall review, from time to time, this Policy and recommend any changes or amendments to the Board of Director of the Company, including any change in response to the adoption of any new rules and regulations applicable to the Company.
INFOSYS LIMITED
CIN: L85110KA1981PLC013115
44, Infosys Avenue
Electronics City, Hosur Road
Bangalore 560 100, India
T 91 80 2852 0261
F 91 80 2852 0362