SEC Settles FCPA Charges Against Former Chief Operating Officer of Cognizant

ADMINISTRATIVE PROCEEDING
File No. 3-19446

September 13, 2019 - The Securities and Exchange Commission today announced that Sridhar Thiruvengadam, the former chief operating officer of Cognizant Technology Solutions Corporation, has agreed to settle charges that he violated the Foreign Corrupt Practices Act by participating in a scheme to bribe an Indian government official.

According to the SEC's order, a senior government official of the Indian state of Tamil Nadu demanded a $2 million bribe from the construction firm responsible for building Cognizant's 2.7 million square foot campus in Chennai, India. The SEC's order finds that four Cognizant executives, including Thiruvengadam, met by videoconference to authorize the bribe payment and devise a scheme to cover it up in the company's books. The SEC order states that Thiruvengadam later helped to conceal the payment by signing false subcertifications to the management representation letters Cognizant provided to its independent auditor.

The SEC's order finds that Thiruvengadam violated the FCPA's internal accounting controls and recordkeeping provisions. Specifically, the order finds that he violated Exchange Act Section 13(b)(5) and Rules 13b2-1 and 13b2-2 and caused Cognizant's violations of Exchange Act Sections 13(b)(2)(A) and 13(b)(2)(B). Without admitting or denying the findings, Thiruvengadam agreed to pay a civil penalty of $50,000.

In February 2019, Cognizant agreed to settle the SEC's civil claims. The SEC and DOJ that same month filed civil and criminal actions in the United States District Court for the District of New Jersey against two additional Cognizant executives alleging antibribery violations with respect to the same conduct.

The SEC's investigation was conducted by Paul W. Sharratt, Michael K. Catoe, and M. Shahriar Masud of the FCPA Unit, under the supervision of Robert I. Dodge. The litigation is being led by John Bowers. The SEC appreciates the assistance of the Justice Department's Fraud Section, the United States Attorney's Office for the District of New Jersey, and the Federal Bureau of Investigation.