Friday, August 25, 2017

Corporate misgovernance

A new type of risk has been identified. It is called 'Murthy Risk'. It refers to the danger of a creator becoming the destroyer of what was created by oneself. This risk arises from the creator's possessiveness and gets aggravated by a 'holier than thou' attitude.


The recent contretemps at Infosys has been pragmatically solved by Nandan Nilekani's re-entry into the company. The chairman, R.Seshasayee has been shown the door though he has politely welcomed the development himself. He has exhibited his grace which is in marked contrast to Murthy's grouchiness.


Why did Murthy behave the way he did towards Seshasayee? Before hazarding my unfounded and probably prejudiced guess, let a few things be said about Seshasayee. The Hindu once reported,

"His (Seshasayee's) reaction to his upcoming move at Leyland from managing director to executive vice-chairman (from April) is similarly clear-headed. “It's necessary for the sake of the organisation to have a succession,” he says. “The next generation is coming up and we must make space for them.”It's all part of the larger evolution of his life, as he puts it: “You have to constantly ask yourself — where do I find joy next?”"

Seshasayee has a mature relationship with any position he occupies. While doing justice to the job on hand, he does not expect the relationship to last long. It is reported that when promoters opposed some moves made by Infosys while he was the Chairman, he offered to resign, but the Board asked him to continue. The promoters (mainly Murthy) have taken a different position from the Board now and made him exit.

There is an old news-report which says,"At the Infosys conference this Monday , board chairman R Seshasayee praised Punita, saying a woman should not be judged by the profession of her husband." 

Punita Sinha is a Wharton-educated distinguished professional who happens to be the spouse of Jayant Sinha, a minister in Modi's cabinet. Murthy criticised the appointment of Punita Sinha as a director in Infosys Board on the ground that it was political. Murthy's contention was misogynistic and smacked of opportunism to place Seshasayee on the mat. When Murthy was the chairman, Larry Pressler was a director on the Board. (Pressler is an American politician.) Was that okay?

Nilekani has said, "This company will be a Board-managed company." He could have added, "This Board will be a promoters-managed or more precisely Murthy-managed Board."

Seshasayee is a family-friend of Venu Srinivasan and Mallika Srinivasan. Murthy's son was earlier married to Srinivasans' daughter. Sometimes family happenings blinker one's professional vision.

Directors are elected by shareholders who alone have the right to sack them. Subjecting the directors' tenure to the whims and fancies of the promoter-clique operating from outside the Board is patently corporate misgovernance. He who 'walked away voluntarily' is not supposed to evict a Board-supported chairman and the directors who do not toe his line. Corporate democracy requires freedom from promoters' dictatorship.

A transient problem in a company has been resolved. But in the process, a timeless precedent of corporate misgovernance has been set.

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