The Infosys board came out in support of the outgoing CEO Vishal Sikka by questioning various allegations made by co-founder N.R. Narayana Murthy against the board and the CEO.
In a BSE filing, the board blamed Mr. Murthy for Mr. Sikka’s resignation. It also alleged that Mr. Murthy had repeatedly made ‘inappropriate’ demands that ‘are inconsistent with his stated desire for stronger governance.’
“It has come to the attention of the Board that a letter authored by Mr. Murthy... has been released to various media houses attacking the integrity of the Board and Management of the company alleging falling corporate governance standards in the company. The Board takes great umbrage to the contents of the letter,” Infosys said in the statement.
The company also refuted Mr. Murthy’s claims by giving facts about each allegation raised by him.
The board further said that the ‘false and misleading’ charges made by Mr. Murthy were ‘damaging the company and misrepresent its commitment to good corporate governance.’ “Mr. Murthy’s continuous assault, including the latest letter, is the primary reason that the CEO, Dr. Vishal Sikka, has resigned despite strong Board support,” it said.
Mr. Murthy has publicly raised issues relating to governance in the company, severance pay offered to former CFO Rajiv Bansal, and hefty salary packages for its CEO and COO.
Mr. Murthy had asked the board to publicise the findings of an investigation by an external agency relating to the Panaya acquisition, sent to market regulator SEBI.
According to the Board, Mr. Murthy was interviewed during the investigation into the Panaya acquisition by Gibson Dunn & Crutcher LLP.
“He was invited and welcomed to provide any information or evidence he believed would support the allegations being investigated. He did not provide any evidence since none exists. However, he has not mentioned this in his media communication against the investigation.”
The board also said that Mr. Murthy had demanded that it adopt certain changes in policy, failing which he would ‘attack board members in public, which threat was carried out when the board did not acquiesce’.
“He has demanded that the board appoint specific individuals into the board under similar threat, without appropriate disclosure and without regard to basic determinants of appropriateness or fit of the candidate for the role as a Board member,” it added. “He has demanded operational and management changes under the threat of media attacks.”
