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Infosys

Independence, remuneration and succession

Home / EOS Case Studies / Infosys

Infosys is the third-largest Indian-based IT services company and provides business consulting, technology, engineering and outsourcing services globally. It targets businesses specialising in insurance, banking, telecommunications and manufacturing.

Background
In light of poor performance in 2011, the company appointed its former chair and co-founder as interim chair in 2013. With support from employees and shareholders, a new CEO was appointed in 2014. Two years later, however, the increase in the CEO’s remuneration caused concerns among shareholders. We immediately pressured the company to improve the disclosure on its remuneration, which was validated by a proxy advisory company shortly after. However, we acknowledge that global technology companies and technology service providers have lagged other sectors in terms of remuneration disclosure, particularly in relation to performance-linked pay.

What we did
We began engagement with the company in 2009 ahead of its AGM. We had an in-depth discussion with the company's lead non-executive director about its preparation for succession for the next generation of non-executives. The founder-led culture was open and welcoming to institutional investors.

The company subsequently started to transition from a founder-led company to a professional management-led company. In order to be competitive globally, this was accompanied by new remuneration packages. We discussed the impact of this and called for more disclosure of performance-linked pay for the CEO and other senior executives. The results of the 2016 AGM showed an opposition of over 20% to the company’s remuneration proposals. During the rest of the year, we continued to push for improved disclosure, including the employment agreement conditions of key personnel due to the controversial severance payments they received.

Results
In 2017, the company published a detailed remuneration report for its executive leadership, which is included in its 20F form filing to the US regulator. In addition to the CEO’s pay, the special report discloses the employment agreement terms of the COO and the executive remuneration components of the leadership team for seven top executives. This sets a positive example for technology firms globally. Nevertheless, we encouraged the company to continue its direction of travel and provided an example from a financial institution which clearly states its minimum threshold for incentive awards, target and maximum cap. While the company has disclosed the severance payment terms for the COO, we suggested it also report on the severance payments of the other senior executives. We continue to push for best practice disclosure on pay and have also started to engage with the company on the health and safety of its workers.

 
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Christine Chow Dr Christine Chow is responsible for the financial services, technology and extractive sectors in Asia ex-Japan. She has 19 years of experience in portfolio management, research and investment consulting. Christine's PhD thesis on shareholder engagement for responsible investment was short-listed for a UN award in Sweden for industry relevance and academic excellence. She is an adjunct associate professor in the Department of Finance at the Hong Kong University of Science and Technology. She is a governor of the London School of Economics and a member of the university’s investment committee. She was also a member of the greater China committee of the Hong Kong Retirement Funds Association between 2014-2016. Christine has worked at a number of multinational corporations such as Merrill Lynch, Schroders and Hewitt. In the 1990s, she was responsible for establishing strategic partnerships in fund management for the Schroders Group, especially in Mainland China. Christine is a graduate of the London School of Economics and the University of Melbourne. She also completed an executive education course on financial engineering at Stanford University.
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Engagement objectives

Governance:

Board independence

Performance-linked pay

Remuneration disclosure

Succession planning at the board

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