As Infosys heads towards its 36th AGM on Saturday, all eyes would be on the Board and CEO Vishal Sikka as shareholders seek answers to a slew of questions — from governance, layoffs to its growth plans.

While most of the resolutions such as adoption of financial statements, dividend declaration, appointment of UB Pravin Rao, COO, who is liable to retire by rotation and appointment of auditors are expected to go through without fuss, retail investors are expected to question the CEO and Board on several business-related matters. These matters are something which the software major had not had to face in the past, during the heady days of IT boom.

Infosys grew 8.3 per cent in constant currency, slightly lesser than Nasscom’s 8.6 per cent growth for the IT services sector and also gave a disappointing guidance of 6.5-8.5 per cent for the 2018 fiscal. Also, questions have been raised by the founders, particularly NR Narayana Murthy, with regard to questionable corporate governance practices and compensation of some of its top management executives at a time when the company is on slowdown mode.

Murthy is learnt to be in the UK and the last time he attended an AGM was in 2015 after Sikka took over as CEO. Since then differences have cropped up between them and while Murthy may not attend, retail investors are expected to pick up his concerns.

“Questions will be asked around the reasons for company’s continuing poor performance, its role as a job creator, reasons for top management attrition and the growth path ahead,” an investor told BusinessLine .

Some proxy advisory firms like Stakeholders Empowerment Services have raised concerns over certain corporate governance-related matters. According to JN Gupta, Co-founder and MD, the fact that independent director DN Prahlad holds 11.51 lakh shares of Infosys, valued at ₹100 crore violates the principle of independence.

Conflict of interest issues

“Holding of shares in excess of ₹5 crore may adversely affect the independence of the Director and may consequently give rise to conflict of interest situations,” he said.

Similarly, SES had pointed out that Infosys failed to inform shareholders of independent director Puneeta Kumar Sinha’s status as a Politically Exposed Person, which, although not required by law, is expected as good governance practice. Sinha is the wife of Jayant Sinha, Civil Aviation Minister. Both these issues have been voiced by SES in the past.

Shareholders are expected to take up the matter of compensation and allegations made by two anonymous whistleblowers around improprieties with regard to the acquisitions of Panaya and Skava Systems in 2015. Today, Infosys Board and top management have been cleared of any wrongdoing after the conclusion of an independent investigation.

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