Infosys admits differences exist between founders and its board

India's information technology giant Infosys Ltd has denied any lapses in corporate governance. Although the company accepted that there are difference between the board and its founders.

Vishal Sikka, CEO, Infosys Ltd. Pic: IANS

India's information technology giant Infosys Ltd has denied any lapses in corporate governance. Although the company accepted that there are differences between the board and its founders.

In a statement on Friday February 10, 2017, Infosys Ltd said, "The Board receives several inputs from various stakeholders, including the Company's Promoters. The Board gives serious consideration to all these inputs."

It further said, "The Company has an independent and professional Board, whose members possess vast experience. The Independent Directors have no interest other than their commitment to enable this great institution that has been assiduously built by the iconic Founders, to succeed."

Meanwhile, Infosys co-founder Narayana Murthy told the Times of India, "The issue is not with Vishal Sikka but with the quality of governance at the board. It has slipped."

"Vishal and the Board, while being pleased with the Company's resumption of industry leading performance on many parameters, are keen to further accelerate the progress and achieve even more shareholder value increase, on the foundation of sound governance. We will remain undistracted with this focus,” said R. Seshasayee, Chairman of the Board.

“The members of the Board are deeply engaged with the Company and spend considerable time on the affairs of the Company. The Board has full confidence in the leadership of Seshasayee to steer this Company in these challenging times,” said Jeff Lehman, the senior most member of the Board and Chairman of the Nomination and Remuneration Committee.

Infosys said, "While there could be differences in views on these matters, they have been overwhelmingly approved by shareholders, wherever required, and on which due disclosures have been made."

The company further said, "The issues highlighted by the media - CEO compensation, appointment of certain Independent Directors, and severance pay relating to former employees - are several months old, on which the Company's position has been repeatedly explained."

"The Company is in the process of a formidable transformation journey. The Board is fully aligned with the strategic direction of Dr. Vishal Sikka and is very appreciative of the initiatives taken by him in pursuance of this transformation," Seshasayee said.

"While the Board appreciates and respects inputs from the Founders, it is committed to fulfilling its fiduciary responsibility to act independently and in the overall interest of the shareholders. To formalize this process, the Board has recently appointed Cyril Amarchand Mangaldas, corporate governance experts, to receive from Promoters and other key stakeholders various inputs, evaluate them and make recommendations to the Board. This will be an ongoing process for some time. The Company will take every step to uphold the standards of governance processes, of which the Company has always been an exemplar," Infosys said in its statement.