NOMINATION AND REMUNERATION POLICY

OF
INFOSYS LIMITED

1. Introduction

The Nomination & Remuneration Policy (“Policy”) of Infosys Limited (“Infosys” or “Company”) is
formulated under the requirements of applicable laws, including the Companies Act, 2013 (“Act”) and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“Listing
Regulations”).

2. Objective and Purpose

The objectives and purpose of this Policy are:

2.1. To formulate the criteria for determining qualifications, competencies, positive attributes and
independence for appointment of a director (executive/non-executive/independent) of the
Company (“Director”); and

2.2. To recommend policy relating to the remuneration of the Directors, KMP and Senior Management
to the Board of Directors of the Company (“Board”).

This includes reviewing and approving corporate goals and objectives relevant to the
compensation of the executive Directors, evaluating their performance in light of those goals and
objectives and either as a committee or together with the other independent Directors (as directed
by the Board), determine and approve executive Directors’ compensation based on this evaluation;
making recommendations to the Board with respect to KMP and Senior Management
compensation and recommending incentive-compensation and equity-based plans that are subject
to approval of the Board.

3. Constitution of the Nomination and Remuneration Committee

3.1. The Board has constituted the “Nomination and Remuneration Committee” of the Board on
October 10, 2014. This is in line with the requirements under the Act. This Policy and the
Nomination and Remuneration Committee Charter are integral to the functioning of the
Nomination and Remuneration Committee and are to be read together.

The Board has authority to reconstitute this Committee from time to time.

4. Definitions

a. ‘Board’ means Board of Directors of the Company.

b. ‘Directors’ means directors of the Company.
c. ‘Committee’ means Nomination and Remuneration Committee of the Company as constituted or
reconstituted by the Board, in accordance with the Act and applicable Listing Regulations.
d. ‘Company’ means Infosys Limited.
e. ‘Independent Director’ means a Director referred to in Section 149(6) Act and rules and Listing
Regulations.
f. ‘Key Managerial Personnel (KMP)’ means-
i) the Managing Director or Chief Executive Officer or manager

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 ii) Whole-time Director
iii) the Company Secretary;
iv) the Chief Financial Officer; and
v) Any other person as defined under the Act from time to time

g. Senior Management means officers/personnel of the Company who are members of its core
management team. The core management team includes Chief Executive Officer, Managing Director, Whole-
time Director, Presidents, Group General Counsel, Head-HRD, Chief Financial Officer and Company
Secretary.

Unless the context otherwise requires, words and expressions used in this Policy and not defined herein but
defined in the Act and Listing Regulations as may be amended from time to time shall have the meaning
respectively assigned to them therein.

5. General

This Policy is divided in three parts: -

Part – A covers the matters to be dealt with and recommended by the Committee to the Board;
Part – B covers the appointment and removal of Directors, KMP and Senior Management; and
Part – C covers remuneration for Directors, KMP and Senior Management

Part – A

Matters to be dealt with, perused and recommended to the Board by the Nomination and
Remuneration Committee (“NRC”)

The following matters shall be dealt with by the Committee: -

(a) Size and composition of the Board:

Periodically reviewing the size and composition of the Board to have an appropriate mix of executive
and independent Directors to maintain its independence and separate its functions of governance and
management and to ensure that it is structured to make appropriate decisions, with a variety of
perspectives and skills, in the best interests of the Company;

(b) Directors:
Formulate the criteria determining qualifications, positive attributes and independence of a Director
and recommend candidates to the Board when circumstances warrant the appointment of a new
Director, having regard to qualifications, integrity, expertise and experience for the position.

(c) Succession plans:

Establishing and reviewing Board, KMP and Senior Management succession plans in order to ensure
and maintain an appropriate balance of skills, experience and expertise on the Board and Senior
Management.

(d) Evaluation of performance:

(i) Make recommendations to the Board on appropriate performance criteria for the Directors.
(ii) Formulate the criteria and framework for evaluation of performance of every Director on the Board
of the Company or engage with a third party facilitator in doing so.

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 (iii) Identify ongoing training and education programs for the Board to ensure that Non-Executive
Directors are provided with adequate information regarding the business, the industry and their
legal responsibilities and duties.

(e) Board diversity:

The Committee is to assist the Board in ensuring the Board nomination process is in line with the
diversity policy of the Board relating to gender, thought, experience, knowledge and perspectives. The
policy on Board diversity is available, at https://www.infosys.com/investors/corporate-
governance/Documents/board-diversity-policy.pdf

(f) Recoupment Policy:

The Committee is responsible for recommending to the Board, the application of the Recoupment
Policy in relation to any incentive based compensation (as defined in the recoupment policy), that shall
be recovered from the current or past CEO or any current or past executive reporting to the CEO in
the event of an accounting restatement. The Recoupment Policy is available, at
https://www.infosys.com/investors/corporate-governance/Documents/recoupment-policy.pdf

(g) Remuneration framework and policies:

The Committee is responsible for reviewing and making recommendations to the Board on:
a. Remuneration of executive Directors to be presented for shareholders’ approval including
severance, if any.

b. Individual and total remuneration of non-executive Directors and the chairperson (if non-
executive), including any additional fees payable for membership of Board committees;

c. the remuneration and remuneration policies for KMP and Senior Management including base pay,
incentive payments, equity awards, retirement rights, severance pay if any and service contracts
having regard to the need to:
(i) attract and motivate talent to pursue the Company’s long term growth;
(ii) demonstrate a clear relationship between executive compensation and performance;
(iii) be reasonable and fair, having regard to best governance practices and legal requirements and
(iv) balance between fixed and incentive pay reflecting short and long-term performance objectives
as appropriate for the Company and its goals
d. the Company’s incentive compensation and equity based plans including a consideration of
performance thresholds and regulatory and market requirements;

PART – B

Policy for appointment and removal of Directors, KMP and Senior Management

(a) Appointment criteria and qualifications

1. The Committee shall ascertain the integrity, qualification, expertise and experience of the person
identified for appointment as Director, KMP or Senior Management and recommend to the Board
his/her appointment. The Committee has discretion to decide whether qualification, expertise and
experience possessed by a person is sufficient / satisfactory for the position.
2. A person to be appointed as Director, KMP or Senior Management should possess adequate
qualification, expertise and experience for the position he / she is considered for.

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 3. A person, to be appointed as Director, should possess impeccable reputation for integrity, deep
expertise and insights in sectors / areas relevant to the Company, ability to contribute to the
Company’s growth and complementary skills in relation to the other Board members.
4. For every appointment of an independent director, the NRC shall evaluate the balance of skills,
knowledge and experience on the Board and on the basis of such evaluation, prepare a description
of the role and capabilities required of an independent director. The person recommended for such
role shall meet the description.
5. For the purpose of identifying suitable candidates, the Committee may;
a. use the services of an external agencies, if required
b. consider candidates from a wide range of backgrounds, having due regard to diversity and
c. consider the time commitments of the candidates
6. The Company shall not appoint or continue the employment of any person as Managing Director /
executive Director who has attained the age of sixty years and shall not appoint Independent
Director who has attained the age of seventy years. Provided that the term of the person holding
this position may be extended at the discretion of the committee beyond the age of sixty
years/seventy years with the approval of shareholders by passing a special resolution based on the
explanatory statement annexed to the notice for such motion indicating the justification for
extension of appointment beyond sixty years/seventy years as the case may be.
7. A whole-time KMP of the Company shall not hold office in more than one company except in its
subsidiary company at the same time. However, a whole-time KMP can be appointed as a Director
in any company, with the permission of the Board of Directors of the Company.
8. The Company shall not appoint any resigning independent director, as whole-time director, unless
a period of one year has elapsed from the date of resignation as an independent director

(b) Term / Tenure

1. Managing Director / Whole-time Director
The Company shall appoint or re-appoint any person as its Managing Director and CEO or Whole-
time Director for a term not exceeding five years at a time. No re-appointment shall be made earlier
than one year before the expiry of term.

2. Independent Director
An Independent Director shall hold office for a term up to five consecutive years on the Board of
the Company and will be eligible for re-appointment in the manner as specified under the Act and
Listing Regulations.

No Independent Director shall hold office for more than two consecutive terms, but such
Independent Director shall be eligible for appointment after expiry of three years of ceasing to
become an Independent Director. Provided that an Independent Director shall not, during the said
period of three years, be appointed in or be associated with the Company in any other capacity,
either directly or indirectly. At the time of appointment of Independent Director, it should be
ensured that number of Boards on which such Independent Director serves, is restricted to
applicable regulations in force.

(c) Removal
Due to reasons for any disqualification mentioned in the Actrules made thereunderor under any other
applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons
recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions and
compliance of the said Act, rules and regulations.

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(d) Retirement
The Directors, KMP and Senior Management shall retire as per the applicable provisions of the Act
and the prevailing policy of the Company. The Board will have the discretion to retain the Directors,
KMP and Senior Management in the same position / remuneration or otherwise,even after attaining the
retirement age, for the benefit of the Company.

PART – C

Policy relating to the remuneration for Directors, KMP and Senior Management

(a) General
1. The remuneration / compensation / commission etc. to be paid to Directors will be determined by the
Committee and recommended to the Board for approval.
2. The remuneration and commission to be paid to the Managing Director/Whole-time Director shall be
in accordance with the provisions of the CAct, and the rules made thereunder.
3. Increments to the existing remuneration / compensation structure may be recommended by the
Committee to the Board which should be within the limits approved by the Shareholders in the case of
Managing Director/ Whole-time Director.
4. Where any insurance is taken by the Company on behalf of its Directors, KMP and Senior Management
for indemnifying them against any liability, the premium paid on such insurance shall not be treated as
part of the remuneration payable to any such personnel. Provided that if such person is proved to be
guilty, the premium paid on such insurance shall be treated as part of the remuneration.

(b) Remuneration to KMP and Senior Management

The pay program for KMP and Senior Management has been designed around three primary pay
components: Base/Fixed Pay, Performance Bonus and Stock Incentives. These three components
together constitute the “Total Rewards” of the KMP and Senior Management.
1. Base/ Fixed pay: It is guaranteed pay and paid periodically, usually monthly or bi-monthly or as
per payroll policy by country.
2. Performance Bonus: Cash bonus, payable on the achievement of objective and quantifiable key
performance indicators (KPI) as established by the Committee.
3. Stock Incentives: Stock or Equity based incentives can be either time based or performance based
equity grants. Time based stock incentives, in the form of Restricted Stock Units (RSUs) or/and
stock options, are vested based on continuation of service. Performance based stock incentives, in
the form of Stock Options and/or RSUs, vest upon the achievement of certain performance
parameters. The stock incentives are governed by the Infosys Stock Plans as approved by the
shareholders or any other plans as may be amended.

The total rewards for KMP and Senior Management is designed to ensure their continued alignment
with organizational goals. The Committee aims to ensure that KMP and Senior Management pay is
reflective of market pay, consisting of a mix of base/ fixed pay, performance bonus and stock incentives.
The emphasis on stock incentives ensures alignment with shareholders’ interests, through a continued
focus on the Company’s sustainable, long term performance.

The Overview of Executive Leadership Compensation is available, at www.infosys.com

(c) Remuneration to other employees

The compensation for other employees would be as per the compensation policy of the Company, as
revised through the annual compensation review process from time to time and approved by the Chief
Executive Officer, in consultation with the Head- HR.

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 (d) Minimum remuneration to Whole-time Directors
If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall
pay remuneration to its Whole-time Directors in accordance with the provisions of Schedule V of the
Act.

(e) Remuneration to Non-Executive / Independent Directors

Remuneration: The remuneration payable to each Non-Executive Director is based on the remuneration
structure as determined by the Board, and is revised from time to time, depending on individual
contribution, the Company’s performance, and the provisions of the Act and the rules made thereunder.
If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay
remuneration to its Non-Executive / Independent Directors in accordance with the provisions of Schedule
V of the Act.
i. Stock incentive: The Independent Directors shall not be entitled to any stock incentive of the
Company.

ii. The remuneration to the Non-executive Directors (including Independent Directors) may be paid
within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the
profits of the Company computed as per the applicable provisions of the Act.

Criteria for payment of remuneration as determined by the Board

Particulars Amount in USD

Fixed Pay 150,000

Board/Committee attendance fees(1) 25,000

Non-Executive Chairman 300,000

Chairperson of Audit Committee 50,000

Chairpersons of other committees 30,000

Members of Audit committee 30,000

Members of other committees 20,000

Travel fee (per meeting) 10,000

Incidental fees (per meeting) 1,000

Lead Independent Director 30,000

Notes: (1) The Company normally has five regular Board meetings in a year. Independent directors are expected to
attend at least four quarterly Board meetings and the AGM.
(2) For directors based overseas, the travel fee shown is per Board meeting. This is based on the fact that additional
travel time of two days will have to be accommodated for independent directors to attend Board meetings in India.

(3) For directors based overseas, incidental fees shown is per Board meeting. This fee is paid to non-executive directors

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for expenses incurred during their travel to attend Board meetings in India.

6. Policy review

(a) This Policy is framed based on the provisions of the Act and rules thereunder and the requirements of
Listing Regulations with the Stock Exchanges.

(b) In case of any subsequent changes in the provisions of the Act or any other regulationswhich makes any
of the provisions in the policy inconsistent with the Act or regulations, then the provisions of the Act or
regulations would prevail over the policy and the provisions in the policy would be modified in due
course to make it consistent with law.

(c) This policy shall be reviewed by the Nomination and Remuneration Committee as and when any
changes are to be incorporated in the policy due to change in regulations or as may be felt appropriate
by the Committee. Any changes or modification to the policy as recommended by the Committee would
be placed before the Board of Directors for their approval.

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