code of business conduct and ethics template and code of business conduct and ethics training
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 http://oic.infosys.com 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
every day. These values are the foundation of our Integrity and Compliance
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
encapsulated in the acronym 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
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 http://oic.infosys.com OICinfosys.comThe Code of Conduct expresses Infosys’
commitment to conducting business
ethically. It explains what it means to
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.
• 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.
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 http://oic.infosys.com OICinfosys.comWHAT ARE MY
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
• 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 http://oic.infosys.com 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
• GRBinfosys.com, if you believe you have been
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 http://oic.infosys.com 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
includes harassing, bullying, abusive or intimidating treatment, inappropriate
language or gestures, disorderly conduct, violence and any other conduct
that interferes with a co-worker’s ability to do his or her job.
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
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 http://oic.infosys.com 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 http://oic.infosys.com 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,
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.
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
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
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 http://oic.infosys.com OICinfosys.comCash payments, gifts,
entertainment, excessive business
promotional activities, covering
or reimbursing expenses,
ANYTHING OF VALUE?
shares, securities, loans or
WHAT DOES THAT
contractual rights, promise of
future employment, payments
under consulting agreements,
subcontracts, stock options, and
similar items of value.
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
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 http://oic.infosys.com OICinfosys.com• 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
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
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,
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.
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 OICinfosys.com 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 http://oic.infosys.com 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 (www.transparency.org).
• 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
• Request false invoices or any other type of false documentation; or
• Payment in a third country or in another party’s name.
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 http://oic.infosys.com 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
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 http://oic.infosys.com 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 http://oic.infosys.com 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 OICinfosys.com 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 OICinfosys.com. When could I be faced with a ‘conflict of interest’ issue?
Some examples include:
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 http://oic.infosys.com 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 http://oic.infosys.com 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
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
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
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,
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 http://oic.infosys.com OICinfosys.comVALUES
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
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 http://oic.infosys.com OICinfosys.comwrong, however your failure to disclose it will be a violation of this Code.
• 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
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.
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 http://oic.infosys.com OICinfosys.com