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Regular-article-logo Sunday, 22 June 2025

Heat on chairman in Infy standoff

The pressure has started to mount on Infosys chairman R. Seshasayee to step down as the stand-off between the founders of the Rs 54,000 crore software giant and its board of directors over corporate governance issues starts to escalate.

Our Special Correspondent Published 11.02.17, 12:00 AM

Bangalore, Feb. 10: The pressure has started to mount on Infosys chairman R. Seshasayee to step down as the stand-off between the founders of the Rs 54,000 crore software giant and its board of directors over corporate governance issues starts to escalate.

"I think the chairman (Seshasayee) should step down taking responsibility for all the lapses in the past. The board should have an interim chairman and directly address the issues of the founders. That is the right thing to do," former chief finance officer V. Balakrishnan told a television channel.

Balakrishnan and former head of human resources T.V. Mohandas Pai have been leading the charge against the Infosys board after word trickled out that the five founders of Infosys led by N.R. Narayana Murthy were dismayed by some of the decisions taken by the board in the past year.

The big beef has been over the increase in the pay package for chief executive officer Vishal Sikka from $7.08 million a year to $11 million, which is linked to the achievement of certain milestones as part of a broad quest to turn the company into a $20-billion company from a little over $10 billion.

The founders, who together hold 12.75 per cent in the company, believe that the broad goal is over-ambitious and difficult to achieve because it would entail ratcheting up margins to 30 per cent - a level that the company has not seen for years. The arrival of President Donald Trump and his tough decisions on H1B visas further complicates the situation.

The founders have also been troubled by the overgenerous severance packages offered to former CFO Rajiv Bansal who quit in 2015 and legal counsel David Kennedy. Bansal was offered a 24-month severance package worth over Rs 20 crore while Kennedy was offered a 12-month severance when he relinquished office on December 31, 2016.

Mohandas Pai told channels today that Bansal's package was unheard of in India.

Seshasayee, who has a three-year term as chairman that runs till 2018, had told shareholders at the annual general meeting that the payout to Bansal was justified because he had certain "competitive information" on the company and it was necessary to ensure that he would not divulge it.

Both Pai and Narayana Murthy told television channels on Friday that the argument was absurd and it raised serious questions about ethics and transparency - concepts that Infosys had prided itself on.

"I have not been paid (a severance package like Bansal) and I probably knew more secrets than anybody else. Bala has not been paid; he knew more secrets. Ashok Vemuri has not been paid. B.G Srinivas has not been paid and all of us knew more secrets than anybody else," Pai added.

Balakrishnan called for the appointment of an interim chairman to address the concerns of shareholders although he didn't blame current CEO Vishal Sikka for the "letdown."

"These issues are not related to Sikka, but the board," said Balakrishnan.

Balakrishnan was particularly scathing over the manner in which Sikka and the board yesterday announced the appointment of corporate governance experts Cyril Amarchand Mangaldas to interact with the founders who expressed concerns. "This is a matter the board should have handled directly," he said.

In a statement issued today, the Infosys management said it respected the inputs from the founders and "it is committed to fulfilling its fiduciary responsibility to act independently and in the overall interest of the shareholders."

The company sought to allay fears of falling standards and said the corporate governance experts would receive various inputs from promoters and other key stakeholders. "This will be an ongoing process for sometime. The company will take every step to uphold the standards of governance processes of which the company has always been exemplar."

Murthy, Pai and Balakrishnan didn't respond to calls while an Infosys spokesman ruled out any possibility of the company issuing another statement.

An alumnus of IIT-Chennai, who now handles corporate governance with a US multinational tech giant, however, couldn't find any fault with the incumbent Infosys management. "I don't see where the violations are. Yes, they would have erred by not honouring the terms of employment of Bansal who could have taken them to court if the money was not paid," said the official who didn't want to be named.

What he would rather want now is for the board to be extra careful when hiring professionals to leadership positions. "They shouldn't make the same mistake (of huge severance payouts) again."

But a downward revision of Sikka's package would entirely depend on whether he is open to such an idea. "Personally I think Sikka deserves that kind of pay for the value he brought in to the company," he said alluding to the pay levels in top companies like IBM, Microsoft or Google.

He said it would be difficult for founders like Murthy, Nilekani or Kris returning to Infosys. "They just hold 12.75 per cent stake with another 30 per cent held by the public. So it's the FIIs who would call the shots in Infosys," he observed.

But he thought a share buyback was necessary to give better value for shareholders. "No shareholder would wait for the dividend to make money. So a buyback is important for everyone's benefit," he added.

B.R. Nagaraj, formerly a director with Google India accused the board of committing a "blunder" with fat severance payouts. "It's shareholder's money. The company should instead go for a buyback to increase value for shareholders. I hope they won't repeat such a blunder," said Nagaraj, who has exposure to Infosys.

He, however, felt there was nothing wrong with Sikka's salary package. It is the induction of Seshasayee, formerly with Ashok Leyland, that Nagaraj couldn't understand. "He's an automobile person. This is IT. And there is a world of difference. So I don't mind if Pai or Bala returns to Infosys because they know the industry and the job."

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