Independent directors dominate Infosys board

Lehman,who is professor of law and former president at Cornell University,is a senior scholar at the Woodrow Wilson International Center for Scholars in Washington,DC and the president of the Joint Center for China-US Law & Policy Studies at Peking University and Beijing Foreign Studies University. Hes believed to have played a key role in bringing Kamath to the top position.

The independent directors of Infosys are: Prof. Marti G Subrahmanyam,Deepak M Satwalekar,Omkar Goswami,Sridar A Iyengar,David L Boyles,Prof. Jeffrey S Lehman,Ravi Venkatesan,R Seshasayee and K V Kamath. Marti Subrahmanyam who is the Charles E Merrill Professor of finance,economics and international business at the Stern School of Business at New York University,is the lead independent director.

The lead independent director who is selected by the IDs serves as an important liaison between the board and the management.

Infosys started the concept of lead independent director in India. Satwalekar became the first lead ID in India,when he was appointed in May 2003. As per the Nasdaq guidelines where Infosys is listed,a Lead Independent Director who is is nominated by other IDs when the chairman is not an independent board member can call meetings of the board or executive sessions of the independent directors. At Infosys,the lead ID calls a meeting of all IDs to take a call on various issues which are then put forward to the full board.

The Infy board composition has exceeded the regulatory requirement. Under Clause 49 of SEBIs listing agreement,when the chairman of the board is a non-executive director,at least 1/3rd of the board should comprise of independent directors and in case the chairman of the board is an executive director at least half of the board should comprise of independent directors.

The companys audit,compensation,investor grievance,nominations and risk management committees comprise only independent directors.