Code of Business conduct and ethics definition

code of business conduct and ethics template and code of business conduct and ethics training
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Dr.KiaraSimpson,United States,Researcher
Published Date:05-07-2017
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CODE OF CONDUCT AND ETHICS Infosys CODE OF CONDUCT Our Code of Conduct sets forth our core values, shared for our good judgment, upon which Infosys depends. We responsibilities, global commitments, and promises. It provides must remember that each of us is responsible for our own general guidance about the Company’s expectations, highlights actions and that the ethical choice is always the best choice. situations that may require particular attention, and references Please review the entire Code and refer to it whenever you additional resources and channels of communication available have a question on ethical conduct. As an annual process, to us. It is also the first step for you to get clarity on any questions you will be asked to confirm in writing that you have reviewed relating to ethical conduct. the Code, and understand and agree to adhere to our core Our Code, however, cannot possibly address every situation we values, shared responsibilities, global commitments, and face at work. Therefore, the Code is by no means a substitute promises. This Code of Conduct is also available on our Company website at : Infosys Limited Code of Conduct i Office of Integrity & Compliance U.S. TF : 1-800-236-6618 - U.K. TF : 0-808-189-1043 - India TF 000-800-100-4380 OICinfosys.comA MESSAGE from Our CEO Dr. Vishal Sikka Chief Executive Officer and Managing Director As with many of our internal processes, we have worked to simplify the Code At Infosys, we are passionate about people, and the opportunity for each of and to make it more approachable and understandable. The Code serves as us to reach our own great potential. Only through the culture we create, the our guide and shows us what is expected of us in all our business activities. But value system that we live by and continuously improve, will a new Infosys emerge – a services company that brings together people and software no code can anticipate all circumstances and does not substitute for personal to drive unprecedented value for our clients, our shareholders, our entire responsibility. If you aren’t sure, ask. If you see something that doesn’t seem ecosystem, and ourselves. right, raise it. You must do this. The entire management team will support you, and this is our responsibility as the leadership team of this company – to With this transformation of Infosys comes great responsibility for all of us. We ensure that employees can raise issues without fear. must act with integrity in everything we do, in every decision we make, and in every decision we see others make. And we must do this even as we work to While codes and policies are important, ultimately the success of our rapidly change our company, working at a much faster pace and questioning Integrity and Compliance Program, and indeed the integrity of our company, the status quo; introducing new products and services and moving into rests with you — the Infoscion. You must make decisions every day in your markets where we have not operated before; and moving away from the work, decisions that may have wide-ranging economic, legal, and ethical old notions of the same work for less but at the same quality. We must act implications. Whatever the circumstances, you are expected to act with complete integrity at all times. The Code explains how you can do this, with unquestionable integrity while bringing all the passion and creativity including details of the Infosys global helpline. and imagination of each of us to transforming Infosys. These are inseparable priorities, and we cannot achieve one without the other. We are the stewards It’s our expectation that, after reading this Code, you will have a better sense of a proud legacy, even as we enrich and evolve it. This is our purposeful work, of your vital role, and of the broad support you have from the highest levels to help find and solve our world’s greatest challenges, directly through our of management at Infosys. In addition, we believe you will also gain a wider products and services, and indirectly by our conduct; through job creation, understanding of the privileges and responsibilities that come with being sustainable environmental practices and social programs that improve the a part of the Infosys journey, and the strong framework in which we can all standard of living in the communities in which we operate. pursue our individual potential. The character – the integrity – of our company Our shared core values of Client value, Leadership by example, Integrity and is with all of us. It is the value system that we create, that we live and realize, transparency, Fairness, and Excellence underpin everything we do. As does that will transform our company and enable all of us to enjoy the rewards and the basic principle of empowerment, empowerment of all employees to be successes to come. responsible for our decisions and to exemplify these values in the work we do Best every day. These values are the foundation of our Integrity and Compliance V Program and are embodied in our Code of Conduct. Infosys Limited Code of Conduct iiiInfosys Our values are the principles we use to run the Company on a daily basis. They are so important that they are the source of our entire Code — a sort of ethical backbone. They are clear and simple. Our values are the foundation of everything we do and they are VALUES encapsulated in the acronym C-LIFE. C-LIFE Client Value Leadership by Example Integrity & Transparency Fairness Excellence To surpass client To set standards in To be ethical, sincere To be objective and To strive relentlessly, expectations our business and and open in all our transaction-oriented, constantly improve consistently. transactions and be transactions. and thereby earn trust ourselves, our teams, an exemplar for the and respect. our services and industry and ourselves. products to become the best. Our values are also influenced by the principle of trusteeship. As Infoscions, we are all trustees of the company’s legacy — its  resources, assets and opportunities. As trustees, we have an obligation to pass on a better, stronger Infosys than the one we received. By necessity this includes meeting or exceeding our commitments to stakeholders, developing the full potential of our employees, and building Infosys’ reputation to make it the most respected company in the world. But trusteeship at Infosys goes further than that; trusteeship also includes our corporate commitment to utilizing natural resources in a sustainable way and to improving the communities in which we live and work. An early adopter of a robust CSR agenda, along with sustained economic performance, we believe in the importance of social stewardship. We embrace responsibility for our company to create a positive impact in the communities in which we work and live. Our key programs are driven by the strong CSR platforms we’ve built over the years. Trusteeship to the Infoscion means that we strive to create positive environmental, social and economic values in every aspect of our business. iv Infosys Limited Code of Conduct Office of Integrity & Compliance U.S. TF : 1-800-236-6618 - U.K. TF : 0-808-189-1043 - India TF 000-800-100-4380 OICinfosys.comThe Code of Conduct expresses Infosys’ THE commitment to conducting business ethically. It explains what it means to CODE act with integrity and transparency in everything we do and in accordance IS MORE THAN with our unique culture and values. As members of the Infosys family, let us follow not only the letter of the JUST WORDS ON Code, but its intent and spirit as well. This means we should: • Understand the areas covered by the Code, Company policies and procedures, and laws that apply to our job. A PAGE — IT’S A • Follow the legal requirements of all locations where we do business. • Conduct ourselves in ways that are consistent with the Code, Company policies and procedures, and laws. WAY OF LIFE • Speak up if we have concerns or suspect violations of the Code, Company policies and procedures, or laws. FOR THE • When requested, certify that we have reviewed, understand and agree to follow the Code. • Understand that following the Code is a mandatory part of our job. INFOSCION The Code cannot address every situation that may occur. We are expected to exercise good judgment and ask questions when we need guidance or clarification. Many resources are available to assist us. These include our managers, the Office of Integrity and Compliance, Human Resources, Legal Department, the Helpline, and other resources listed at the end of the Code. In addition to the Code, we should also be aware of all Company policies and procedures applicable to our work. You may refer to the Policy Portal which is a repository of all our policies. Infosys Limited Code of Conduct v Office of Integrity & Compliance U.S. TF : 1-800-236-6618 - U.K. TF : 0-808-189-1043 - India TF 000-800-100-4380 OICinfosys.comWHAT ARE MY RESPONSIBILITIES? I FOLLOW THE CODE I AM THE EXAMPLE FOR MY TEAM Our Code applies equally to all Infosys directors, officers and employees Most often, a manager is the first person to be contacted about a concern in globally, across our subsidiaries. The Code also applies to our partners, our work environment. Managers have some specific responsibilities: suppliers, agents or others acting on the Company’s behalf. As employees, • Be a role model of ethical behavior. it is important that we know and follow the Code as a guideline for • Encourage your team to raise issues and speak up. decision-making that is paired with integrity. • Communicate a positive message about your commitment to ethics and compliance. • Promote our values, the Code of Conduct and compliance with policies I LEAD BY EXAMPLE and the law. No matter what our role is, each one of us is expected to lead when it is • Actively support ethics and compliance awareness and training programs. a question of ethics and be accountable for our actions. We act with • Have open avenues for communication. responsibility and integrity in tune with our C-LIFE values. • Listen and respond fairly to employee concerns. • Find satisfactory and complete resolutions to ethical issues. • Escalate concerns when additional assistance is needed. Infosys’ non-retaliation policy is an embodiment of our values and a cornerstone of our Code. If you observe violations of Infosys values and principles, you are encouraged to report such incidents to the Helpline. Infosys will protect you and ensure that you are not retaliated against because of any report that you raise in good faith. Infosys does not tolerate any form of retaliation (whether by a manager, co-worker or otherwise) against an individual because he or she made a good faith report of an integrity concern. This protection also extends to anyone who assists with or cooperates in an investigation or report of an integrity concern or question. We support those who support our values. vi Infosys Limited Code of Conduct Office of Integrity & Compliance U.S. TF : 1-800-236-6618 - U.K. TF : 0-808-189-1043 - India TF : 000-800-100-4380 OICinfosys.comSPEAK UP If you believe that you have been discriminated against, harassed or have not been given equal opportunities at work, you are encouraged to submit a complaint to: • Your manager • Your Skip-level manager • Human Resources • •, if you believe you have been sexually harassed • Helpline 1 Respecting each other Infosys Limited Code of Conduct Office of Integrity & Compliance U.S. TF : 1-800-236-6618 - U.K. TF : 0-808-189-1043 - India TF : 000-800-100-4380 OICinfosys.comWe must also ensure that we never verbally or physically mistreat others or engage in offensive behavior, and we should not tolerate those who do. This A includes harassing, bullying, abusive or intimidating treatment, inappropriate RESPECTING language or gestures, disorderly conduct, violence and any other conduct that interferes with a co-worker’s ability to do his or her job. EACH OTHER The Company’s Anti-Discrimination and Anti-Harassment Policy applies to all persons involved in the operations of the Company and prohibits harassment AN EQUAL OPPORTUNITY WORKPLACE by any employee of the Company towards other employees as well as outside FREE OF DISCRIMINATION OR vendors and customers. If you have any questions relating to what constitutes discrimination or harassment, or any other questions or concerns pertaining HARASSMENT to discrimination or harassment, please refer to the Policy on Prevention and At Infosys, we strive to provide a work environment free of discrimination and Redressal of Harassment at Infosys or any of the location-specific procedures harassment. We are an equal opportunity employer and employment decisions found on your local policy page on the Company intranet. If you wish to report are based on merit and business needs. Our Human Rights Statement further a concern, you may reach out to us using any of the relevant channels noted illustrates our stand on this. Employees in the U.S. may also refer to our in the “Speak Up” section on the previous page, or simply call the Helpline U.S. equal opportunity statement. listed throughout this Code of Conduct. We are committed to following fair employment practices that provide equal A SAFE PLACE TO WORK opportunities to all employees. We do not discriminate or allow harassment on the basis of race, color, religion, disability, gender, national origin, sexual To work effectively, all of us need a healthy and safe work environment. All orientation, gender identity, gender expression, age, genetic information, forms of substance abuse as well as the use or distribution of drugs and military status, or any other legally protected status. At Infosys, we value alcohol while at work is prohibited. Unless required as part of your role (for diversity and believe that a diverse workplace builds a competitive advantage. instance for security personnel where deemed necessary), possession and / or use of weapons / firearms or ammunition while on business of the Company is To put these values in practice, all of us must ensure that decisions affecting prohibited. All of us should be safe at our place of work. Should you observe employees are based on business factors only. For instance, decisions any unsafe situations at work, please reach out to the Helpline. Please also regarding hiring, promotion, termination, transfer, leave of absence or take the time to familiarize yourselves with emergency procedures and the compensation should only be based on relevant business factors. safety manuals applicable to your location. Infosys Limited Code of Conduct Respecting each other 2 Office of Integrity & Compliance U.S. TF : 1-800-236-6618 - U.K. TF : 0-808-189-1043 - India TF : 000-800-100-4380 OICinfosys.com3 Ethics in our Business Activities Infosys Limited Code of Conduct Office of Integrity & Compliance U.S. TF : 1-800-236-6618 - U.K. TF : 0-808-189-1043 - India TF : 000-800-100-4380 OICinfosys.comCorruption diverts public resources from priorities such as health, education, and infrastructure and impedes economic growth. Corruption undermines B public accountability and the rule of law. Corruption is anti-competitive, ETHICS increases costs of doing business globally and introduces significant uncertainty into business. Bribery thus raises the risks of doing business, IN OUR BUSINESS putting a company’s bottom line and reputation in jeopardy. Companies that pay bribes to win business ultimately undermine their own long-term interests and the best interests of their investors. ACTIVITIES As a global company, apart from the Prevention of Corruption Act, 1988 (India), Infosys is subject to all relevant anti-corruption laws, including the U.S. Foreign Infosys enjoys a hard-won reputation for honesty, integrity and fair dealing. Corruption Prevention Act (FCPA) (as if it were a U.S. incorporated company) Without question, this reputation for integrity is an invaluable part of our and the Bribery Act 2010 (U.K.). These prohibit bribery of government officials success. There are certain regulations that Infosys is subject to and we should and commercial partners. ensure that we comply both in letter and in spirit with these as is applicable. We should never offer, directly or indirectly, any form of gift, entertainment or anything of value to any government official, commercial partners including PREVENTING CORRUPTION customers or their representatives to: The United States Senate in 1977 stated “Corporate bribery is bad business. • Obtain or retain business; In our free market system it is basic that the sale of products should take place • Influence business decisions; or on the basis of price, quality, and service. Corporate bribery is fundamentally • Secure an unfair advantage destructive of this basic tenet.” This includes bribes, kickbacks and facilitation payments. What is a bribe? A bribe is anything of value that may be seen as an attempt GOVERNMENT OFFICIALS to influence an action or a decision in order to obtain or retain business or Particular care must be taken when interacting with government officials. acquire an improper advantage. This could include money, gifts, favors, use This includes employees of any government, candidates for political of company resources, entertainment or other items of value. office, members of royal families and employees of businesses controlled by the government. Infosys Limited Code of Conduct Ethics in our Business Activities 4 Office of Integrity & Compliance U.S. TF : 1-800-236-6618 - U.K. TF : 0-808-189-1043 - India TF : 000-800-100-4380 OICinfosys.comCash payments, gifts, entertainment, excessive business promotional activities, covering or reimbursing expenses, ANYTHING OF VALUE? investment opportunities, shares, securities, loans or WHAT DOES THAT contractual rights, promise of future employment, payments MEAN? under consulting agreements, subcontracts, stock options, and similar items of value. QUESTION RESPONSE One of the Company’s vendors As holiday gift baskets tend always sends me a large gift basket to be of limited value, and you of fruit and chocolate during the receive them infrequently, it is holiday season. Can I accept this? unlikely that you would feel obligated or influenced by them. If that is the case, you can continue to accept them. However, you are encouraged to share the gift baskets with other employees in your department. 5 Ethics in our Business A 5 Section Name ctivities Infosys Limited Code of Conduct Office of Integrity & Compliance U.S. TF : 1-800-236-6618 - U.K. TF : 0-808-189-1043 - India TF : 000-800-100-4380• The gift is accurately recorded in the Company’s books and records; What is a kickback? A kickback is a form of corruption that involves two parties agreeing that a portion of their sales or profits will be kicked back • In any event, you must comply with our gifts and entertainment policy. (given back) to the purchasing party in exchange for making the deal. Accepting Gifts: The same principles apply if a customer or supplier wishes What is a facilitation payment? Certain countries may have a practice of to give us a gift or any other token of their appreciation. ‘facilitation payments’, which are payments to government officials to expedite Reach out to the Office of Integrity & Compliance by writing to OICinfosys. or ensure routine actions, such as issuing visas, work permits, licenses etc. com to understand the process we need to follow. Infoscions don’t do any of these, nor do we allow third parties acting on our behalf, such as agents, consultants, suppliers and contractors to make any CHARITABLE CONTRIBUTIONS payments like these. Infosys believes that charitable contributions and donations are an integral Also remember that while managing these relationships, we must be on the part of its corporate social responsibility. Typical areas for granting support watch for any actions relating to bribery, kickbacks, improper payments or are education and research, social welfare, disaster relief and other similar other corrupting influences. We can and will be held responsible for the social causes. conduct of our third parties if they violate the law while working on our behalf. Before making a charitable contribution on behalf of Infosys, we should keep in mind the following: GIFTS AND ENTERTAINMENT • The recipient is a registered, tax-paying, recognized organization. In connection with certain holidays and other occasions, it is customary in many • The contributions are permissible under applicable local laws. parts of the world to give gifts of nominal value to customers, government • Contributions are made without demand or expectation of business return. officials and other parties who have a business relationship with the Company. • Beneficiaries of such contributions should not be related to the directors or However, we should be careful that while doing so, we do not violate any executive officers of Infosys. regulations or do anything that is contrary to our C-LIFE values. • Contributions shall not be made in cash or to the private account of an When we make a gift to a customer, a government official or any third party, individual. we should keep the following in mind: • Any amounts contributed or donations made towards charitable causes • It is not done to obtain or retain business or gain an improper advantage shall be fairly and accurately reflected in Infosys’ books of accounts. in business; We have a strict diligence process for charitable contributions. Reach out • It is lawful under the laws of the country where the gift is being given and to the Office of Integrity & Compliance by writing to to permitted under the policies of the client; understand the diligence we need to follow. • It constitutes a bona fide promotion or goodwill expenditure; • It is not in the form of cash; • The gift is of nominal value (on an individual and aggregate basis); Infosys Limited Code of Conduct Ethics in our Business Activities 6 Office of Integrity & Compliance U.S. TF : 1-800-236-6618 - U.K. TF : 0-808-189-1043 - India TF : 000-800-100-4380 OICinfosys.comRed Flags While Transacting with Third Parties • Background check reveals a flawed background or reputation. • Transaction involves a country known for corrupt payments. Refer to Transparency International’s list for this ( • Agent suggested by a government official. • Agent objects to anti-corruption compliance requirements. • Agent has a personal or business relationship with a government official. • Unusual contract terms or payment arrangements such as payment in cash, payment in another country’s currency or payment to a financial institution outside the country where the contract is performed. • Requests that identity of the agent be kept confidential. • Commission exceeds the ‘going rate’ or must be paid in cash. • Indication that ‘facilitation payments are required’ to ‘get the business moving’. • Request false invoices or any other type of false documentation; or • Payment in a third country or in another party’s name. QUESTION RESPONSE I have some shares of Infosys Read the Company’s Insider as part of my portfolio. I need Trading Policy. You should to sell them as I am in need follow the pre-clearance of money. How do I proceed? procedures for trading and trade only when the trading window is open. 7 Ethics in our Business A 7 Section Name ctivities Infosys Limited Code of Conduct Office of Integrity & Compliance U.S. TF : 1-800-236-6618 - U.K. TF : 0-808-189-1043 - India TF : 000-800-100-4380 OICinfosys.comto trade in the Company’s securities. This could include information about TRANSACTING WITH THIRD PARTIES potential new businesses of the Company, acquisitions, Company strategy, information on potential litigation and so on. The list is quite exhaustive. We try, to the extent reasonably practicable, to directly interact with government officials. However, if third party agents are required to interface Under applicable securities laws, it is unlawful for a person who has such with government authorities on behalf of Infosys, we should verify the information to trade in the shares of the Company or to disclose such credentials and reputation of such a third party agent prior to any agreement information to others who may trade. This activity is commonly referred to as with them and ensure that a formal contract is executed, including appropriate ‘insider trading’. Insider trading may lead to imprisonment, fines and insider provisions requiring the third party agent to comply with applicable traders may even be subject to private lawsuits. anti-corruption and local laws. A copy of this Code must be provided to such third party agents. So what does this mean? • Take care that we do not disclose material non-public information to anyone Keep in mind that the Company and individual directors, officers or employees outside the Company, including family and friends. may be liable for a payment made by a third party agent, if the Company makes a payment or transfers other value to that third party agent knowing • Ensure that we do not trade in the shares of Infosys or any company involved that it will be given to a government official. with Infosys while you have material non-public information about them. Additionally, the Company imposes a trading blackout period each quarter We ensure that the fee, commission or other remuneration paid to intermediaries and members of the Board, executive officers and employees are not to or third party agents is reasonable, bona fide and commensurate with the trade in Company securities during this period. functions and services performed. We should keep track of such expenses so that they are fairly and accurately reflected in Infosys’ books of accounts. For more details, read the Company’s Insider Trading Policy. All questions regarding the Company’s Insider Trading Policy should be directed to TRADING IN COMPANY SHARES Prohibition against Short Selling of Company Securities Infosys is a publicly traded company. This means that the shares of Infosys may be traded by the public. The price of our shares may fluctuate on the No Company director, officer, employee or third party agent may, directly or basis of information about the Company’s activities. This fluctuation should indirectly, sell any equity security, including derivatives, of the Company if he be on the basis of information available to the public. If someone is aware or she (1) does not own the security sold, or (2) if he or she owns the security, of, for example, management changes or an upcoming acquisition and uses does not deliver it against such sale (a “short sale”) within the applicable it to buy or sell our shares before such information is made public, they may settlement cycle. be subject to penalties under insider trading laws. How is this relevant to me? In the course of our everyday work, as an employee, a consultant or a vendor, we may have access to “material” non-public Company information. Material non-public information is information about a company that (i) is not in the public domain, and (ii) that an investor would find useful to decide whether Infosys Limited Code of Conduct Ethics in our Business Activities 8 Office of Integrity & Compliance U.S. TF : 1-800-236-6618 - U.K. TF : 0-808-189-1043 - India TF : 000-800-100-4380 OICinfosys.comQUESTION RESPONSE My spouse is starting a company. From the facts, it does To fulfil regulatory requirements, not appear that your I need to be appointed a director spouse’s start-up is in the on the company. I will also be same business as Infosys. a majority shareholder in the Remember that you may not company which is in the business use Infosys time, property, or of online food delivery. Is there a other resources to help your problem if I do this? spouse. Good luck 9 Ethics in our Business A 9 Section Name ctivities Infosys Limited Code of Conduct Office of Integrity & Compliance U.S. TF : 1-800-236-6618 - U.K. TF : 0-808-189-1043 - India TF : 000-800-100-4380 OICinfosys.comUnderstanding Regulated Anti- Boycott Laws Trade Restrictions In the course of our work, we may receive requests for our Company to boycott certain countries, companies or other entities. We should not cooperate with any boycott that is not initiated by the U.S. or Indian governments. This may Export Control Regulations be considered as an illegal foreign boycott. Be alert to these situations, as Many countries maintain controls on where products or software may be these requests may be contained as part of larger documents such as master exported to – these are called ‘export controls’. Under these laws, an ‘export’ service agreements, invoices or statements of work. Please contact the Office occurs when a product, service, technology or certain type of information of Integrity and Compliance at if you have questions. is given to a foreign person in another country or to any foreign citizen or representative of another country, regardless of where that person is located. Conflict of Interest Some of the strictest export controls are maintained by the United States. For What does conflict of interest mean? example, U.S. export regulations apply both to exports from the U.S. and to exports of products from other countries, when those products contain U.S.- When the interests or benefits of one person conflict with the interests or origin components or technology. Other countries, including in Europe, also benefits of the Company, a conflict of interest is said to occur. We must avoid have strict export control regulations. situations involving actual or potential conflict of interest so that even the slightest doubt about our integrity is not raised. What do you need to do? Conflicts of interest also occur when we or our family members receive • Early on in any customer engagement, you should carefully consider the improper personal benefits, or preferential treatment as a result of our obligations of the Company and the customer with respect to export controls. position, or the position of a family member, in the Company. Remember • Export regulations are complex. While you should familiarize yourself with that such situations might impact our judgment or responsibilities towards export control regulations, understand that these regulations are complex, our Company and our shareholders and customers. and enlist the assistance of the Office of Integrity & Compliance at an early stage by writing to When could I be faced with a ‘conflict of interest’ issue? Some examples include: Outside Employment EXPORT CONTROL REGULATIONS If you take part in any activity that enhances or supports a competitor’s position or accept simultaneous employment with any other company or Even if duplicated and packaged abroad, business entity, it is considered outside employment and a conflict of interest. software created in the United States This includes performing services as an employee, agent or contractor for a may be subject to these regulations. In customer, supplier or any other entity that has a business relationship with some circumstances, an oral presentation the Company while working at Infosys. containing technical data made to foreign nationals in the United States may constitute a controlled export. Infosys Limited Code of Conduct Ethics in our Business Activities 10 Office of Integrity & Compliance U.S. TF : 1-800-236-6618 - U.K. TF : 0-808-189-1043 - India TF : 000-800-100-4380 OICinfosys.comQUESTION RESPONSE I work in a country where the Infosys respects the letter and the spirit of the laws laws are different from those and customs of every place where we do business. The in the country where I am Code is intended to be broad enough to cover everyone based. Does the Code cover worldwide, but laws vary from place to place. What both locations? may be lawful in one place may be unlawful in another. Employees must always perform their jobs in compliance with applicable laws, policies and procedures. If you are concerned about a possible conflict involving our Code, Company policies and procedures, and any local laws or customs contact any of the resources listed at the end of the Code. 11 Ethics in our Business Activities Infosys Limited Code of Conduct Office of Integrity & Compliance U.S. TF : 1-800-236-6618 - U.K. TF : 0-808-189-1043 - India TF : 000-800-100-4380 OICinfosys.comWorking with Family and Friends judgment on behalf of the Company. This could lead to conflict of interest. Personal relationships and romantic liaisons between employees who are To avoid conflicts of interest and any appearance of favoritism, ensure that in a manager-employee reporting structure may lead to team management you do not work directly for, supervise or make employment decisions about challenges and reduced morale. Such relationships must be disclosed to the a family member. This includes positions or assignments within the same manager immediately, who may take appropriate corrective action. department and the employment of such individuals in positions that have Outside Directorships a financial or other dependence or influence (e.g., an auditing or control relationship, or a supervisor / subordinate relationship). It is a conflict of interest for employees or directors to serve as a director of any company that competes with the Company. With prior approval of the Office Please reach out to your manager and unit HR manager if you have any of Integrity and Compliance, employees may serve on the boards of two other questions about this. The Human Resources Department is responsible business entities, provided such entities do not compete with Infosys. for determining whether an acknowledged relationship is covered Outside Investments by the policy. You should not have a financial When faced with such issues, ask yourself: interest, including through a relative, Related Party Transactions • Would this create or appear to create an unfair incentive for me or in any organization if that interest my friends and family? You should also avoid conducting would give or appear to give you a Company business with a relative, • Am I putting Infosys at risk of violating laws or agreements with our conflict of interest with the Company. or with a business in which a relative customers? You should be particularly sensitive is associated in any significant role. to financial interests in competitors, • Would this look bad if it was brought up in social media? Relatives include spouse, siblings, suppliers, customers, distributors • Would this distract me from doing my job? children, parents, grandparents, and strategic partners. Questions grandchildren, aunts, uncles, nieces, in this regard should be directed to nephews, cousins, step relationships, and in-laws. Loans Material transactions, particularly those involving the Company’s directors or Loans and guarantees to employees by the Company could constitute executive officers, must be reviewed and approved in writing in advance by improper personal benefits depending on the facts and circumstances. Loans the Company’s Audit Committee. As a listed entity, the Company is subject by the Company to, or guarantees by the Company of obligations of, any to certain legal obligations to report such material related party transactions director or executive officer or their family members are prohibited by law. to regulators and it is important that all such transactions be fully disclosed, conducted at arm’s length and with no preferential treatment. What should I do if I have any questions? • All such situations must be disclosed by reaching out to the Helpline. Relationships at Work Remember, having a conflict of interest situation may not necessarily be Personal or romantic involvement with a competitor, supplier, or another employee of the Company might affect your ability to exercise good Infosys Limited Code of Conduct Ethics in our Business Activities 12 Office of Integrity & Compliance U.S. TF : 1-800-236-6618 - U.K. TF : 0-808-189-1043 - India TF : 000-800-100-4380 OICinfosys.comVALUES IN ACTION and our employees that they can rely WHAT DOES IT MEAN on us. That is why, as employees TO ACT WITH INTEGRITY and leaders of Infosys, we keep our AND TRANSPARENCY? commitments and walk the talk. We speak up when we are uncomfortable Acting with integrity and transparency or uncertain, especially when it comes means that we should be ethical, to actions, conditions and behaviors sincere and open in all our that contradict our values and culture. transactions. Personal accountability goes a long way in showing our clients 13 Ethics in our Business Activities Infosys Limited Code of Conduct Office of Integrity & Compliance U.S. TF : 1-800-236-6618 - U.K. TF : 0-808-189-1043 - India TF : 000-800-100-4380 OICinfosys.comwrong, however your failure to disclose it will be a violation of this Code. LOBBYING • Additionally, you must also disclose your potential conflict of interest on If our work includes meetings with government, elected officials, all of which an annual basis to your unit HR. You should continue to disclose such might be construed as ‘lobbying’, we must be aware that such activities are circumstances each year in your annual Code training if the potential conflict regulated. We should not claim to represent our Company at such meetings is ongoing. unless we are specifically designated by the Company to do so. As in all other Since the situations for other conflicts of interest are wide and many, it would spheres of our activity, any meetings of this sort should be carried out with high be impractical to attempt to list all possible situations. If a proposed transaction integrity, in line with our C-LIFE values. or situation raises any questions or doubts, you should raise it to the Helpline. POLITICAL ACTIVITIES Infosys reserves the right to communicate its position on important issues to the elected representatives and other government officials. Infosys’ funds or assets must not be used as contribution for political campaigns or political practices under any circumstances without the prior written approval of the Board. For obtaining such approvals, please reach out to the Helpline. We do not seek reimbursement for political contributions or use Infosys resources for personal political activities. We also do not indicate in any manner that we represent our Company’s opinion about a candidate for office or any political cause or decision of any government. Infosys Limited Code of Conduct Ethics in our Business Activities 14 Office of Integrity & Compliance U.S. TF : 1-800-236-6618 - U.K. TF : 0-808-189-1043 - India TF : 000-800-100-4380

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