Corporate Governance

You can be assured that our business affairs are conducted to the highest standards of personal and corporate conduct. Our senior leadership team has established and maintained a strong ethical climate, overseen by an independent Board of Directors.

Our policies and practices reflect corporate governance initiatives that are compliant with the listing requirements of NASDAQ and the corporate governance requirements of Sarbanes-Oxley.

Corporate Governance Guidelines

Our Corporate Governance policies reflect our core values. They are defined by:

• Ethical Standards: Clear and established core values and standards of business conduct, corporate governance, and code of ethics are monitored and annually affirmed by our associates via our annual employee survey.
• Independent Board of Directors: A majority of our Board of Directors are considered to be “independent” under the rules and definitions of the NASDAQ stock market. Each Cognizant Director is required to complete an extensive annual survey to ensure that conflicts of interest or other factors do not exist that could interfere with the exercise of independent judgment. Our Board has many long-serving members who are dedicated to maintaining effective oversight and governance of the company.
• Nominating and Corporate Governance Committee: This committee develops and recommends corporate governance policies and oversees the evaluation of the effectiveness of the Board.
• Audit Committee: The purpose of this committee, among other things, is to assist the Board in fulfilling its oversight responsibilities by reviewing the financial information provided to shareholders and others; reviewing the systems of internal controls; appointing, retaining and overseeing the work and performance of the independent registered public accounting firm; and overseeing our accounting and financial reporting processes and the audits of our annual and quarterly financial statements and related disclosures. Each member of our Audit Committee is an “independent” director; one member is an “audit committee financial expert.”
• Black-out/Insider Trading Policy: An exceptionally stringent Insider Trading policy was designed to prevent the occurrence or even the appearance of improper trading in our stock by associates and directors. This policy provides assurance to our shareholders, analysts and others that the market for our stock is a fair one and not improperly influenced by those that may be in possession of non-public information.
• Whistle-blower Hotline: We maintain a whistle-blower hotline through which Associates, Customers, Vendors and others can anonymously communicate concerns about ethical behavior directly to Executive Management and the Board of Directors. The hotline has been in place since 2004 and reflects management’s commitment to the highest standards of ethical behavior.
• Code of Ethics: We recently updated our Code of Ethics to reaffirm our Core Values and emphasize the standards of conduct that we expect from Associates. The Code is important because it instills trust and confidence in the minds of our clients, shareholders, partners and Associates and supports our empowered, “client-first” culture. The Code is an invaluable resource in assisting Associates and Managers with decision-making to ensure that our business is conducted with integrity and honesty.
• Professional Guidance: Both outside legal counsel and independent accountants ensure that effective governance practices and regulations are followed. Examples of such practices include Board approval of acquisitions of related-party transactions, complete and accurate disclosures in public filings such as our annual report and the performance of annual audits of our financial statements.
• Dedicated Internal Compliance Resources: Cognizant employs a General Counsel, Chief Compliance Officer and Chief Security Officer. These individuals and their staffs serve to ensure that management and Associates are in compliance with all internal polices and external laws and regulations.