While Narayana Murthy — the co-founder of Infosys in the middle of the corporate drama unravelling at the IT major — steals the headlines, a report by Mumbai-based proxy firm has questioned whether all promoters are actually in agreement with Murthy on his allegations of corporate misgovernance at the company they helped build.
An analysis of voting patterns by promoters in key resolutions over the past 36 months is “unmistakeable evidence of internal difference of opinion” within the promoter group itself, the report said.
Since Vishal Sikka’s appointment on the Infosys board, the company has had one extraordinary general meeting (in which former CEO Vishal Sikka was appointed), three annual general meetings and has approached shareholders five times through postal ballot. The voting data shows that the founders have never voted against any resolution. In cases where they did not acquiesce with what the management proposed, they have expressed their unhappiness by abstaining.
However, IiAS found that not all founders voted on all resolutions, suggesting that they were not always in sync with each other. “Therefore, one could well conclude that not all promoters share Narayana Murthy’s concerns or even support his public criticism of the company and its board,” the report said.
The issues that Narayana Murthy has been the most vocal about over the last year — the appointment of Punita Sinha, the reappointment of Vishal Sikka, and the revision in the compensation paid to UB Pravin Rao — roughly 75 per cent of the promoter votes were not cast. However, the remaining 25 per cent did go along with these resolutions, even as they were being publicly criticised.
By the June 2017 AGM, the ₹17-crore severance package paid to former CFO Rajeev Bansal and allegations regarding the acquisition of Israeli firm Panaya, saw the promoter group further divided.
This time, the promoters disagreed with the management (with 42.5 per cent of the votes) and even held back their votes to approve routine business matters, such as the adoption of annual accounts, appointment of auditors and payment of dividend to shareholders.
But even as the fight turned more acrimonious publicly, the fact that 57.5 per cent of the promoters still voted in favour of these resolutions proves that the promoter group within Infosys is not speaking in one voice.