Co-founder and non-Executive Chairman of Infosys Board Nandan Nilekani also found no wrongdoing in the acquisition of the Israeli software firm Panaya in February 2015, reaffirming findings of external investigations that there was no merit in the allegations.
“After consideration led by our Chairman (Nilekani), the Board reaffirms the previous findings of external investigations that there is no merit to the allegations of wrongdoing,” said the company in a statement on Tuesday.
As indicated on his return to the company on August 24, Nilekani reviewed the investigations into complaints by anonymous whistle-blowers on Panaya buy and the severance payment to former Chief Financial Officer Rajiv Bansal.
“I believe that all stakeholders acted out of a strong passion for Infosys, wanting what they believed to be the best for the company and to see it succeed. In light of my review of these matters, I am persuaded, as is the Board, that the conclusions of the independent investigations are correct,” asserted Nilekani in the statement.
In a letter to the market regulator Securities Exchange Board of India (Sebi) early this year, the unnamed whistle-blower had alleged that the company’s executives had personal interests in buying Panaya for $200 million.
Co-founder N.R. Narayana Murthy also wanted the Board to make the probe findings public to ensure transparency and highest standards of corporate governance.
Infosys acquired the automation technology firm to offer large-scale enterprise software management-as-a-service to its global clients.
“This Board and I are committed to the highest standards of professionalism and will deal promptly and decisively with any governance issues should they ever come up in the future,” reiterated Nilekani.
On the severance package to Bansal, Nilekani agreed that the Board could have better handled as it had noted earlier.
“The Board has identified opportunities for improvements in processes and practices, which have been implemented,” asserted Nilekani.
The company has since December 2016 adopted a practice of disclosing the severance payment to key managerial personnel when quitting, making the disclosures sooner than required.
The company has also benchmarked its severance pay and revised its senior management employment contracts.
The external investigations were comprehensive and robust. The investigation by Gibson, Dunn & Crutcher and Control Risks included a review of the previous two investigations by Cyril Amarchand Mangaldas.
The review also confirmed that the company made timely disclosures on severance payments to Bansal at the end of the quarter of his resignation in October 2015, and its 20-F and annual report.
Acknowledging Murthy’s leadership in building Infosys as an iconic institution and in corporate governance, Nilekani said going forward, it was the endeavour of all to build a trusting relationship with him (Murthy).
“As the company moves forward to a more stable environment, I am grateful to all well-wishers, including Murthy for their passion for Infosys,” added Nilekani.