In a strong rebuttal to the personal attacks on him by the previous Board of software major Infosys, Founder N.R. Narayana Murthy on Tuesday alleged that its former Chairman R. Seshasayee had lied to the company’s shareholders at its 33rd Annual General Meeting (AGM) here on July 24.
“In the AGM, Seshasayee lies about the reason for payments made to the ex-CFO (Chief Financial Officer Rajiv Bansal) claiming it was made in consideration of his (Bansal) long service and to protect the company from its secrets being compromised,” said Murthy in a statement to global institutional investors in a conference call from here.
“In reality, it was paid to protect to the secrets of the CEO and the Board,” he said, 10 days after the previous Board blamed him for the resignation of the company’s first non-founder CEO Vishal Sikka on August 18.
Seshasayee resigned from the Board on August 24, paving way for the return of co-founder Nandan Nilekani as the non-Executive Chairman in his place.
Previous Board Co-Chairman Ravi Venkatesan also resigned along with Independent Directors Jeffery S. Lehman and John Etchemendy.
Seshasayee, 69, who has been an Independent Director on the Board since January 2011, was appointed non-Executive Chairman on June 5, 2015 after incumbent K.V. Kamath resigned to head the BRICS New Development Bank. Earlier, Seshasayee was Managing Director of Hinduja Group’s Ashok Leyland in Chennai for over a decade.
Charging that the previous Board did not record minutes of the severance pay to Bansal at the time (October 2015) the decision was taken, Murthy said his concern was dismissed by Seshasayee as a mere “housekeeping” matter.
“So much for good governance! During every interaction with the Board, my colleagues and I have requested them to make public to all shareholders the full truth on this matter. It gets curiouser and curiouser – as Lewis Carroll said in 1865,” reiterated Murthy.
On February 12, 2017, a whistle-blower complaint became public, questioning in detail, the events surrounding the severance payment made to the ex-CFO with alleged actions of the Chair of the Board, CEO, COO, General Counsel and Chief Compliance Officer, as well as the ex-CFO.
“To me, what was most worrisome was the failure of governance at Infosys in this episode as alleged by the whistle-blower,” said Murthy.
Clarifying that the allegations were that of the whistle-blower and not his, he said it was surprising to hold him responsible for Sikka quitting for raising questions on corporate governance.
“The very Board members to whom I have put forward questions on their governance deficit have instead misdirected it towards the CEO, perhaps to avoid answering my questions,” he added.