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                        Corporate Governance 
                    
                
                    

                    
                
                    
                
                        
                                      
                        
                About Cognizant
                
                        
                 
                        
                        
                        
                
                            
                            
                        
                
                        
                        
                    
                    
                
                
            
                
            
            
            
        
                
    
                
    
    
        
        
        
        
        

        
        
        
            
    

 






 


                
    
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                Our employees are dedicated to following the highest standards of personal and corporate conduct.
                

                                            
                                        
                                    
                                      
                                    
                                    
                                
                
                            
                
                        
                
                        
                        
                        
                    
                
                
                

                
    

 








                
    
                
               
                Our senior leadership team has established and maintains 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. Our Corporate Governance policies reflect our core values.
                

        


    
                

                









                
    
                
        
                GOVERNANCE PRINCIPLES
                
        
                
            
                
                  

                • Ethical Standards: Clear and established core values, Code of Ethics and corporate governance standards are monitored and annually affirmed by our associates.
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                • 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.
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                • Nominating and Corporate Governance Committee: This committee develops and recommends corporate governance policies and oversees the evaluation of the effectiveness of the Board.
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                • Audit Committee: Each member of our Audit Committee is an "independent" director; one member is an "audit committee financial expert."
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                • 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 who may be in possession of non-public information.
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                • 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. Report a violation of the Code of Ethics.
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                • Code of Ethics: In December 2016 we 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.
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                • Professional Guidance: Both outside legal counsel and independent accountants ensure that effective governance practices and regulations are followed.
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                • 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 policies and external laws and regulations.
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                  Board of Directors
                  
                        
                  Cognizant prides itself on having a diverse, experienced and independent board of directors.
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                  Leadership Team
                  
                        
                  Cognizant's senior management brings global perspective, deep industry experience and passion for innovation to their leadership roles.
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                Cognizant's Corporate Policies 
                
        
                

            
            
            
                
                    
                    
                       
                        

                            

 




























                
    
                Guide to Our Code of Ethics and Compliance
                
    
                This document provides a summary of the most critical aspects of Cognizant's core values and code of ethics.
                

    
        
            

                
                
                
                    
                
            
            
                
                
                    
                    
                        
                        
                
            
            
            
        
                
    
                
    
    
    
        
    
    

                        

                            

 




























                
    
                Core Values and Code of Ethics
                
    
                This document explains the high standards of the core values and code of ethics followed at Cognizant. Our core values define the behaviors that will make us successful in the marketplace.
                

                
    
        
            

                
                
                
                    
                        
                        
                        
                
                            
                            
                            
                        
                
                    
                
            
            
                
                
                    
                    
                        
                        
                
            
            
            
        
                
    
                
    
    
    
        
    
        
    
    

                        

                            

 




























                
    
                Waivers
                
    
                This document discloses any waivers granted by our Board of Directors to our Core Values and Code of Ethics. We promptly disclose any such waivers.
                

                

    
        
            

                
                
                
                    
                
            
            
                
                
                    
                    
                        
                        
                
            
            
            
        
                
    
                
    
    
    
        
    
    

                        

                            

 




























                
    
                Anti-Corruption Policy 
                
    
                This document details how Cognizant is committed to doing business ethically and complying with all anti-corruption laws that may apply to the company. 
                

    
        
            

                
                
                
                    
                        
                        
                        
                
                            
                            
                            
                        
                
                    
                
            
            
                
                
                    
                    
                        
                        
                
            
            
            
        
                
    
                
    
    
    
        
    
    

                        

                            

 




























                
    
                Whistleblower and Non-Retaliation Statement
                
    
                This document provides details on how Cognizant maintains a reporting system where employees as well as third parties can report suspected legal and ethical concerns—confidentially and anonymously.
                

    
        
            

                
                
                
                    
                        
                        
                        
                
                            
                            
                            
                        
                
                    
                
            
            
                
                
                    
                    
                        
                        
                
            
            
            
        
                
    
                
    
    
    
        
    
    

                        
                          



                        

                        
                    
                    
                
            
            
        
                    

    
                

                
           




 






 







                
    
                
        
                
            
                Other Corporate Documents and Policies 
                
            
                
                
            
                
            
                
                
            
                
        
                
    
                

                

        
        
    


                
        


 




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