Another Infosys whistleblower points to lapses in governance standards; writes to SEBI, SEC

Our Bureau Bengaluru | Updated on May 23, 2018 Published on May 23, 2018

A whistleblower has fired a fresh salvo at Infosys, questioning the corporate governance standards at the software major.

In a letter to SEBI and US regulator SEC, the whistleblower accused co-founder and chairman Nandan Nilekani of conniving with the current Board to “bury” all the “wrongdoings” of the earlier Board. The letter added that Infosys has “quietly revealed in the annual report that they had signed agreements for mutual release of claims” with three directors who left the company last year.

Infosys had disclosed in its annual report that former Chairman R Seshasayee, and Jeff Lehman, the former head of nominations and remunerations committee of the board, had signed a mutual release of claims. A mutual release agreement is a document that allows for disputes to be settled quickly, in a professional manner.

At the time of his resignation, former CEO Vishal Sikka entered into a separation agreement, which included a mutual release and non-disparagement obligation, which is a clause used to protect an employee’s reputation.

Soon after Sikka and Seshasayee quit the Infosys Board, Nilekani was brought in to take charge. Nilekani had said at that time that he would review the prior investigations (concerning corporate governance lapses) conducted by third-party investigators in a “calm and dispassionate” manner. Later, he gave a clean chit.

The whistleblower had written to the regulators in April and had questioned the Board’s accountability in the acquisitions of Panaya and Skava, which was at the root of the bitter spat between co-founder NR Narayana Murthy and the former Board. In its annual results for the fiscal year 2018, Infosys announced its decision to put both the subsidiaries on the block.

“I think the current board led by Nandan Nilekani is a huge disappointment. He had forgotten the core principles of Infosys and failed to uphold the highest traditions of corporate governance practised by Infosys earlier,” the whistleblower said in the letter. A few days ago, Ravi Venkatesan who has been an independent director since 2011, resigned from Infosys to accept an “exciting new role”.

In the aftermath of the clean chit given to the acquisitions, Murthy had also asked that the report be made public.

Since the spat began, some executives had vociferously called for the Board to be reconsituted.

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Published on May 23, 2018
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