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    R Seshasayee, Vishal Sikka play down Infosys dispute, defend corporate policies

    Synopsis

    The Infosys board chairman and the chief executive maintained that the corporate governance tiff between founders and board members was ‘not a battle’

    ET Bureau
    NEW DELHI/BENGALURU/MUMBAI: board chairman R and chief executive Vishal Sikka on Monday said the ongoing corporate governance dispute between founders and board members of the IT firm was “not a battle” even as they went about explaining the company’s stand on various issues to top investors and the public.

    Sikka said he shares a “heartfelt” and “warm” relationship with Infosys cofounder Narayana Murthy — who triggered the current standoff by questioned corporate governance at the firm in an explosive interview to ET last week. Speaking at a press meet in Mumbai on Monday, Sikka said, “I deeply value Narayana Murthy's suggestions, including the criticism,” he said.

    He had said similar things earlier in the day during his keynote address at an investor conference where he also held meetings with about ten international fund managers.

    Also read: We have to work for all shareholders, says R Seshasayee

    Speaking at the press conference, Seshasayee said the company follows good corporate governance practices, including holding an inquiry into a whistleblower complaint and explained the practices followed to decide Sikka’s package, which has been a bone of contention with the founders.

    Seshasayee defended appointments of board members including that of Punita Kumar Sinha, wife of minister of state for civil aviation Jayant Sinha, as independent director. “We are very proud to have Punita Sinha on our board, a woman should not be judged based on the profession of her spouse.”

    He also pointed out that a new severance package plan has been put in place to ensure there are “no more Rajiv Bansals,” saying, “calling it hush money is deeply disturbing.”



    The Bengaluru-headquartered company is in the middle of a firefight between the founders and the existing board members about lapses in corporate governance. Murthy in his interview to ET had questioned the `17.38 crore severance payout made to former chief financial officer Bansal, saying “such payments raise doubts whether the company is using such payments as hush money to hide something”. Seshasayee denied the charges. “It is untrue that we don't engage with the founders,” he said.

    Also read: There’s a lot of malice in what you see, says Vishal Sikka

    ET on Monday reported that at the heart of the ongoing battle is a $200-million acquisition of Israeli software company Panaya by Infosys in February 2015, and that Bansal had questioned the validity of the deal before resigning.

    Sikka said the company “followed the complete process on Panaya acquisition”. Former CFO Bansal did the accounts for the deal, certified it, and there was no question of skipping process, he said.

    At the investor conference earlier in the day, Sikka and four other senior executives went into a separate meeting room with about ten international fund managers. Foreign portfolio investors own over 39% of Infosys.




    GIC, formerly known as Government of Singapore Investment Corporation, was one of the funds in the room, which is also one of Infosys’ top five institutional investors. OppenheimerFunds, another large institutional investor, has already come out and publicly backed the management, saying the board should ‘contain interventions from non-executive promoters’.

    Sikka met the domestic fund managers in a separate meeting. “I have a heartfelt and warm relationship with Narayana Murthy. I have not met Nandan in over a year but I met Kris on a Lufthansa flight. I have an amazing relationship with the founders,” Sikka said in his keynote address. He dismissed media reports of governance issues as distractions.

    Sikka also made a case for growth during his tenure and steps he had taken to help Infosys beat industry contraction caused by automation.

    Murthy and other founders also questioned Sikka's high compensation has also been a topic of debate, but have reiterated their faith in the CEO, calling this a battle of corporate governance irregularities.

    Murthy had also questioned the actions of Seshasayee and independent director Jeffrey Lehman.

    Two former CFOs of Infosys, too, criticised Seshasayee for failing to uphold corporate governance at the company. While Mohandas Pai said there was no communication between the board and Infosys founders, V Balakrishnan asked for Seshasayee to step down as board chairman.
    ( Originally published on Feb 13, 2017 )
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    13 Comments on this Story

    Mak Abhay1472 days ago
    Even if you see the photo you can Seshayess face down...which itself is giving the information of doing wrong and he is ashamed of it...maybe for Sikka it is a routine,....maybe in SAP also he did something similar and had to leave
    Saranathan Lakshminarasimhan1474 days ago
    it is welcome
    KV1478 days ago
    Seshasaaye and Sikka were very unconvincing.Unfortunately, Seshasayee may be a clean man but his earlier company Ashok Leyland is not the top of the list for corporate governance.Even Sikka''s salary can be answered but the huge amount to Rajiv bansal is a clear case for doubt.The mistake or blunder by NRN and his friends to be out of the board totally..One of them should have continued on the board to guide and as well monitor the board
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