About HCL Enterprise

8/7/2019 About HCL Enterprise

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HCL TECHNOLOGIES LTD

CORPORATE SOCIAL RESPONSIBILTY-CORPORATE GOVERNANCE

Submitted by

C.Srinivasan,

111071154,

B Section.


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About HCL Enterprise

HCL is a $5.5 billion leading global technology and IT enterprise comprising two companies

listed in India -H

CL Technologies andH

CL Infosystems. Founded in 1976,H

CL is one ofIndia's original IT garage start-ups. A pioneer of modern computing, HCL is a globaltransformational enterprise today. Its range of offerings includes product engineering, custom &package applications, BPO, IT infrastructure services, IT hardware, systems integration, anddistribution of information and communications technology (ICT) products across a wide rangeof focused industry verticals. The HCL team consists of over 77,000 professionals of diversenationalities, who operate from 29 countries including over 500 points of presence in India. HCLhas partnerships with several leading Global 1000 firms, including leading IT and technologyfirms..

HCL Technologies is a leading global IT services company, working with clients in the areas

that impact and redefine the core of their businesses. Since its inception into the global landscapeafter its IPO in 1999, HCL focuses on 'transformational outsourcing', underlined by innovationand value creation, and offers integrated portfolio of services including software-led IT solutions,remote infrastructure management, engineering and R&D services and BPO. HCL leverages itsextensive global offshore infrastructure and network of offices in 29 countries to provide holistic,multi-service delivery in key industry verticals including Financial Services, Manufacturing,Consumer Services, Public Services and Healthcare. HCL takes pride in its philosophy of'Employee First' which empowers our 72,267 transformers to create a real value for thecustomers. HCL Technologies, along with its subsidiaries, had consolidated revenues of US$ 3.1billion (Rs. 14,101 crores), as on 31st December 2010

CSR activities

Go Green @HCL

At HCL Technologies we are deeply cognizant of our responsibilities towards environment andrun a multi-layered corporate program to drive our sustainability initiatives.

To achieve these objectives, the company works on a three-dimensional level; the first step ofwhich consists of ensuring all regulatory mandates are consistently complied with

1.Regulatory/Statutory compliance HCL ensures an uncompromising adherence to allenvironment related statutory and regulatory frameworks

This first step is however just the foundation of our larger sustainability campaign. Overthe years we have constantly aspired to go the extra mile and make a difference based onvoluntary and self-driven corporate and individual action to ensure a transformationaleffect on environment. We call this our Go Green Program.


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The Go Green Program enables the next two steps in our sustainability journey

2.Go Green Transformation (Voluntary combined Corporate Action) This programtargets four touch points responsible for increasing or reducing an enterprise GHG andcarbon footprint:

oFacilities OperationsoTravelo IToEvents

At the epicenter of these four touch-points is HCL's Corporate Environmental Policy,which clearly states the principles the company has adopted to regulate and ensure apositive environmental impact.

Also at the epicenter is a dedicated team that has been established inside the organizationcalled the Health, Safety and Environment (HES) group. This team centrally orchestrates

the 'Go Green program' as well as ensures that the company adheres to all regulatorymandates.

The group consists of highly competent and experienced Green Experts boasting ofcertifications like Lead Auditor for ISO 14001:2004 (Environmental ManagementSystem), OHSAS 18001:2007, etc.

3.Go Green - Participation (Voluntary Individual Action) This endeavor seeks to enableand ignite voluntary individual action towards environmental issues.

o Individual Awareness consists of regular campaigns we run internally withglobal torchbearers like Greenpeace to increase employee awareness around

topical environmental issues like recycling, forestation, climate change, GH

Gemissions, etc.o Individual Action consists of specific initiatives and platforms that are made

available to employees to contribute to the eco cause

Proud of our Green credentials

Winner ofGoldenPeacock EcoInnovationAward 2009

First companyin India tolaunch RoHScompliantlaptops. AllHCL Laptopsare RoHScompliant.

HCL in alliance with TERI(headed by Dr. R.K. Pachauri,2007 Nobel Prize winner) areactive members of ICSD (IndiaCouncil for SustainableDevelopment), a non-government organizationworking towards the ultimate"Green Goal" of Government ofIndia by participating in varioussustainable development projectsat various levels.

HCL, as one of thestrategic partners of -World EconomicForum, has beencontributing to WEF'sStrategy andGovernment Affairsmeetings oncontribution of ICTindustry to managingclimate change.


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Corporate governance

Philosophy on Code of Governance

Our Corporate Governance philosophy is based on the following principals: Satisfy the spirit of the law and not just the letter of the law. Corporate Governance standards

should go beyond the law. Be transparent and maintain a high degree of disclosure levels. When in doubt, disclose it. Make a clear distinction between personal convenience and corporate resources. Communicate externally, in a truthful manner, about how the Company is run internally. Have a simple and transparent corporate structure driven solely by business needs. Comply with the laws in all the countries in which we operate. Management is the trustee of the shareholders capital and not the owner.

Independent DirectorsAs on June 30, 2010, out of eight directors on Board of the Company, six directors areindependent non-executive directors. According to Clause 49 of the Listing Agreement with theIndian Stock Exchanges, an Independent Director means a non executive director of theCompany who:a. apart from receiving directors remuneration, does not have any material pecuniaryrelationships or transactions with the company, its promoters, its directors, its senior


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management or its holding company, its subsidiaries and associates which may affectindependence of the director;b. is not related to promoters or persons occupying management positions at the board level or atone level below the board;c. has not been an executive of the company in the immediately preceding three financial years;

d. is not a partner or an executive or was not partner or an executive during the preceding threeyears, of any of the following:i. the statutory audit firm or the internal audit firm that is associated with the company, andii. the legal firm(s) and consulting firm(s) that have a material association with the company.e. is not a material supplier, service provider or customer or a lesser or lessee of the company,which may affect independence of the director;f. is not a substantial shareholder of the company i.e. owning two percent or more of the block ofvoting shares.g. is not less than 21 years of age. The Company has adopted the above mentioned definitionof Independent Director as mentioned under clause 49 of the listing agreement and all theindependent directors of the Company have certified their independent status to the Board

as on June 30, 2010.The tenure of Independent DirectorsThe tenure of independent directors on the Board of the Company shall be 9 years. For thecurrent independent directors on Board, the period of 9 years shall be w.e.f. July 1, 2008 andfor new appointments, the said term shall be from the date of the appointment. Retirement Policyof the Board of Directors The Board has formulated a retirement policy pursuant to whichthere shall be an age limit of 75 years for all the Directors who shall serve on the Board of theCompany.

Succession PlanningSuccession planning for certain key positions in the Company viz. Chief Executive Officer(CEO), Chief Operating Officer (COO), Chief Financial Officer (CFO) is part of the charter ofthe Nominations Committee of the Company. The Committee shall identify, screen and reviewcandidates, inside or outside the Company and provide its recommendations to the Board.Memberships on other Boards Executive Directors are also allowed to serve on the Board/Committee of Corporate(s) or Government bodies whose interest are germane to the future ofsoftware business, or on the Board of key economic institutions of the nation or whoseprimary objective is benefiting society. Independent Directors are expected not to serve on theBoard/ Committees of competing companies. Other than this, there is no limitation on theDirectorships /Committee memberships except those imposed by law and good corporategovernance.

Directors Responsibilities(a) The principal responsibility of the Board members is to oversee the management of theCompany and in doing so, serve the best interests of the Company and its stakeholders. Thisresponsibility shall include: Reviewing and approving fundamental operating, financial and other corporate plans, strategiesand objectives. Evaluate whether the corporate resources are being used only for appropriate businesspurposes.


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Establishing a corporate environment that promotes timely and effective disclosure (includingrobust and appropriate controls, procedures and incentives), fiscal responsibility, high ethicalstandards and compliance with all applicable laws and regulations. Evaluating the performance of the Company and its senior executives and taking appropriateaction, including removal, where warranted.

Evaluating the overall effectiveness of the Board and its Committees. To attend the Board, Committee and shareholders meetings.(b) Exercise business judgment: In discharging their fiduciary duties of care and loyalty, thedirectors are expected to exercise their business judgment to act in what they reasonably believeto be in the best interests of the Company and its stakeholders.(c) Understand the Company and its business: The directors have an obligation to remaininformed about the Company and its business, including the principal operational andfinancial objectives, strategies and plans of the Company, relative standing of the businesssegments within the Company and vis-a-vis the competitors of the Company, factors thatdetermine the Companys success, results of operations and financial condition of the Companyand the significant subsidiaries and business segments.

(d) To establish effective systems: The directors are responsible for determining that effectivesystems are in place for periodic and timely reporting to the Board on important mattersconcerning the Company including the following : Current business and financial performance, degree of achievement of approved objectives andthe need to address forward-planning issues. Compliance programs to assure the companys compliance with laws and corporate polices. Material litigation and governmental and regulatory matters. Board/ Committee meetingsfunctioning and procedure The Board of Directors is the apex body constituted by theshareholders for overseeing the overall functioning of the Company. The Board provides andevaluates the strategic directions of the Company, management policies and their effectivenessand ensures that the long term interests of the shareholders are being served. The probable datesof the board meetings for the forthcoming year are decided in advance and published as part ofthe Annual ReportThe Board meets at least once in a quarter to review the quarterly results and other items of theagenda. Whenever necessary, additional meetings are held. In case of business exigencies orurgency of matters, resolutions are passed by circulations.The meetings are generally held at theTechnology HUB of the Company at Noida. Each director is expected to attend the Boardmeetings.

Board CommitteesCurrently, the Board has six Committees viz. Audit Committee, Compensation Committee,

Nominations Committee, Risk Management Committee, Shareholders Committee andEmployees Stock Options Allotment Committee. Keeping in view the requirements of theCompanies Act, 1956 as well as Clause 49 of the Listing Agreement, the Board decidesthe terms of reference of various committees and the assignment of members to variouscommittees. The recommendations of the Committees are submitted to the Board for approval.


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Compliance with non-mandatory requirements of Clause 49 of the Listing AgreementClause 49 of the Listing Agreement mandates us to obtain a certificate either from the auditors orfrom the practicing companySecretary regarding the compliance of conditions of corporate governance as stipulated in clause49 of the listing agreement and annex the certificate with the directors report, which is sentannually to the shareholders. We have obtained a certificate from our statutory auditors to thiseffect and the same is annexed.The clause further states that the non-mandatory requirements may be implemented as per thediscretion of the Company. We comply with the following non-mandatory requirements:

1. The tenor of Independent DirectorsThe Board has decided that Independent Directors shall have tenure, in the aggregate, a period of9 years on the Board of the Company. The said tenure shall begin from July 1, 2008 for thecurrent Independent Directors on the Board and for the new appointments the tenure shall beginfrom the date of the appointment of the Independent Director on the Board.2. Compensation Committee The Compensation Committee of the Company is in existence fromSeptember, 1999. Ms. Robin Abrams, an independent non-executive director of the Company isthe Chairperson of the Compensation Committee. The details of the Compensation Committeeare provided in the Annual Report.3. Shareholders RightsThe Clause states that half- yearly declaration of financial performance including summary ofthe significant events in the last six months, may be sent to each shareholder. We communicatewith investors regularly through e-mail, telephone and face to face meetings either in investorsconferences, company visits or on road shows. We also leverage the internet in communicatingwith our investors base. After the announcement of the quarterly results, a business televisionchannel in India telecasts discussions with our Management. This enables a large number ofretail investors in India to understand our operations better. The announcement of quarterlyresults is followed by media briefing in press conferences and earning conference calls. Theearning calls are also webcast live on the internet. Further, transcripts of the earnings calls areposted on the website www.hcltech.com. We also publish our quarterly results in English andHindi daily newspapers.4. Audit QualificationsIt is always the Companys endeavor to present unqualifi ed fi nancial statements. There is noaudit qualification in the Companys financial statements for the year ended June 30, 2010.


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5. Training to Board MembersThe Board has adopted a policy for training of new non-executive directors which shall inter-aliaprovide (a) orientation and presentations to the non-executive directors to enable them to getfamiliarize with the operations of the Company; (b) orientation on group structure, subsidiaries,constitution, Board procedures and matters reserved for the Board, major risks and risk

management strategies, etc. and (c) training on corporate excellence.The non-executive directorsare also provided with reports issued by the Company from time to time and internal policies toenable them to familiarize with the Companys procedures and practices. The non-executivedirectors are regularly updated on performance of each line of business of the Company,business strategy going forward and new initiatives being taken/ proposed to be taken by theCompany.6. Whistle Blower mechanismA mechanism for the employees to have direct one on one access to the Chief Executive Offi cer(CEO) has been put in place.This mechanism focuses on reporting by the employees, any concerns on unethical behavior,

actual/ suspected fraud, violation of the code of conduct or any such issue to the CEO.

Documents

About HCL Enterprise