My actions have never been for personal gain: Murthy

Our Bureau Bengaluru | Updated on January 27, 2018 Published on August 29, 2017

NR Narayana Murthy

Infosys co-founder says internal probe failed to address issue of poor governance

Infosys co-founder NR Narayana Murthy on Tuesday fired a fresh salvo at former board members, including former Chairman R Seshasayee, claiming that several statements made by the latter and some of the others were inconsistent.

“Contrary to the views of many, my actions always keep in mind the long-term interests of all shareholders. It has never been and never will be for my individual or personal gain,” Murthy said in a statement which was released to the press after he held an investors’ call late evening.

He listed the firm’s various achievements when the founders had been running the operations of Infosys. He said his concern as a shareholder was regarding the poor governance practised by the previous board. “This point has been missed in the entire commentary of this episode and in the ‘Summary Finding Statement’ published by the company on June 23, 2017.” He narrated how there were several inconsistencies in the statement made by Seshasayee regarding the severance pay given to former CFO Rajiv Bansal.

No minutes

Furthermore, according to media reports earlier this year, the board had not recorded the minutes of the severance to the former CFO at the time the decision was taken. “This concern was dismissed by the former Chairman as a mere “housekeeping” matter. So much for good governance!”

Murthy said that during every interaction with the board, his colleagues and he had consistently requested them to make public to all shareholders the full truth on this matter.

On February 12, a whistle-blower complaint appeared in the media. It questioned, in detail, the events surrounding the severance payment made to the former CFO with alleged actions of the main actors — Chair of the board, CEO, COO, General Counsel, Chief Compliance Officer and Bansal. “To me, what was most worrisome was the failure of governance at Infosys in this episode as alleged by the whistle-blower,” Murthy added.

‘Gaps’ in report

On June 23, the board published a ‘Summary Finding Statement’ on the company website following the conclusion of an independent investigation into the allegations made by the whistle-blower.

The statement exonerates the management from allegations of benefiting directly from Panaya and other acquisitions (The company had acquired Israeli firm Panaya for $200 million in 2015). However, the statement does not mention whether the investigation addressed the allegations of the whistle-blower regarding the serious governance deficits of the board and the CEO in the matter of the severance agreement with the former CFO.

“Like any other concerned and logical shareholder of the company, my hope was that the detailed report would contain a full rebuttal of the claims of the whistle-blower... I was also hoping that the full report would point out gaps in governance and suggest corrective actions. These are the only reasons why I asked for the full report to be disclosed,” Murthy said.

He said he was very happy with the appointment of Nilekani as the Non-Executive Chairman of Infosys. “I am confident Nandan will determine whether the members of the current board — who were involved in the events alleged by the whistle-blower — exercised their proper and expected role in governance, and that he will take appropriate corrective actions.”

Published on August 29, 2017
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