Thursday, October 26, 2017

Travesty of Governance in Infosys

So, Nandan Nilekani has concluded that there was nothing wrong in the acquisition of Panaya. Though he did not say in so many words, this meant that Narayana Murthy's theatrics was much ado about nothing. But Nilekani is a diplomat. He has proved his ability to work with effortless ease in both private and public sectors. He knows the importance of humouring Murthy if he has to succeed in Infosys.

Accordingly he has once again acknowledged the leadership role Murthy has played in building Infosys and in corporate governance matters. He looks forward to building a trusting relationship with Murthy.

Narayana Murthy expectedly has expressed his disappointment that Nilekani has given a clean chit to the previous Chairman, Seshasayee and the Board that he led. Et tu, Nilekani ?

Nilekani has offered a face-saver to Murthy by stripping Roopa Kudva of leadership of the Audit Committee. She is replaced by D.Sundaram who continues to retain Murthy's trust (friendship?). The company has unceremoniously deprived her of this position without assigning any reason. If she is now found to be unfit to lead the Audit Committee, she may not be fit to be a director either. She could have resigned from the Board.

Seshasayee has responded with grace. He has expressed the confidence that the company can now focus on business without any distraction. He has proved to be mature enough not to wax proud that Murthy's co-founder could not fault him in the Panaya deal.

It is regrettable that Murthy refuses to bring this sordid drama to a close. His lament that we may never know the truth exposes his distrust in the Board now inclusive of his relative Shri Prahlad and his co-founder Shri Nilekani. Persons like Narayana Murthy have to ask themselves the question, "Are we the only honest persons in the world?"

Mohandas Pai is continuing what he thinks is his role. He keeps provoking Murthy. Hopefully, Murthy will be less obstinate and irascible in future. Founders of the company had earlier expressed their desire to participate in the equity buy-back programme. Murthy will certainly do the company a favour if he also offers his shares to the company. Nilekani can then diplomatically express the company's decision to buy back Murthy's shares (as much as permitted) 'with regret'.

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