{"url_path":"/sec/infy/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G Corporate Governance","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1067491/0001193125-26-270520-index.html","accession_number":"0001193125-26-270520","cik":"0001067491","ticker":"INFY","issuer_name":"Infosys Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1067491/0001193125-26-270520-index.html","primary_entity_key":"0001067491","primary_entity_name":"Infosys Ltd"},"word_count":548,"has_tables":true,"body_markdown":"Item 16G. Corporate Governance\n\nSection 303A of the Listed Company Manual of the NYSE provides that a foreign private issuer may follow its home country practice in lieu of the requirements of Section 303A of the NYSE Listed Company Manual, provided that such foreign private issuer must:\n\n1.\nhave an Audit Committee that satisfies the requirements of Rule 10A-3 under the Securities Exchange Act of 1934;\n\n2.\ndisclose any significant ways in which its corporate governance practices differ from those followed by domestic companies under NYSE listing standards in its annual reports filed with the SEC on Form 20-F;\n\n3.\npromptly notify the NYSE of non-compliance with Section 303A of the NYSE Listed Company Manual; and\n\n4.\ncomply with the NYSE’s annual and interim certification requirements.\n\nAlthough the Company’s required home country standards on corporate governance may differ from the NYSE listing standards, the Company’s corporate governance policies and practices are generally in compliance with the NYSE listing standards applicable to domestic companies.\n\nSome of the key differences between the requirements in India as per the currently applicable listing regulations and those as per the NYSE Listing requirements are as follows:\n\n1.\nThe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (SEBI LODR) mandates that for a company with a non-executive Chairman, such as our Company, at least one-third of the board should be independent directors. On the other hand, NYSE listing requirements specify that a majority of the Board must consist of independent directors. As of March 31, 2026, the Board had nine members, one of whom is an executive director, a non-executive and non-independent Chairman and seven independent directors.\n\n2.\nThe SEBI LODR requires that two-thirds of the members of the Audit Committee be independent directors while the NYSE Listed Company Manual specifies that all the members of the Audit Committee must be independent directors. Our Audit Committee consists only of independent directors.\n\n3.\nThe SEBI LODR requires that at least one director shall be a woman director and the board of directors of the top 500 listed entities shall have at least one independent woman director by April 1, 2019. Further SEBI LODR required, effective April 1, 2020, the board of directors of the top 1,000 listed companies shall have at least one independent woman director. Infosys’ Board has two women independent director as of March 31, 2026.\n\n4.\nCriteria for determining the independence of directors also differs between the NYSE listing standards and the SEBI LODR. However, we follow the criteria prescribed under both jurisdictions.\n\nUnder the Section 402.04 of the NYSE Listed Company Manual, actively operating companies that maintain a listing on the NYSE are required to solicit proxies for all meetings of shareholders. However, Section 105 of the Indian Companies Act, 2013, prohibits a company incorporated under that Act from soliciting proxies. Because we are prohibited from soliciting proxies under Indian law, we will not meet the proxy solicitation requirement of Section 402.04 of the NYSE Listed Company Manual. However, as described above, we give written notices of all our shareholder meetings to all the shareholders, and we also file such notices with the SEC. Under our listing agreements with Indian stock exchanges, we have a Stakeholders Relationship Committee which is not a requirement under the NYSE Listed Company Manual."}