Proxy advisory firms have supported co-founder NR Narayana Murthy’s concerns regarding falling corporate governance standards in Infosys but have asked the founders for a specific action plan to put the company back on the stability track.

Shriram Subramanian of Bengaluru-based independent corporate governance research and advisory firm Ingovern told BusinessLine that it supported Murthy’s and the other founder’s stance on making the report on Panaya public. “There is merit to what the founders are saying and enough reasons for Infosys shareholders to be worried,” he said.

This development comes in the backdrop of India’s second largest software exporter, spelling out its intent that it does not plan to make public, the findings of its independent investigation concerning corporate governance issues regarding Panaya, citing that it has made full disclosure of all the relationship between its executives and Panaya’s investors. Murthy had asked for the report to be made public.

Advisory firms also questioned the company’s stock performance, which they claim has gone nowhere in the last 12 months. According to BSE data, over the last year, Infosys shares — which were trading at ₹ 1,094 — have gone down to ₹968 or 11.5 per cent of their value.

“Infosys is no longer a company that we look up to,” said Subramanian, adding that a weak Board is not reining in CEO Vishal Sikka over the strategy of the company as well as falling corporate governance standards. Advisory firms also believe that the recent appointment of co-chairman Ravi Venkatesan has not made that much of a difference. “They make surreptitious disclosures, are not forthcoming and the issues continue to remain,” Subramanian said. Stakeholder Empowerment Services’ (SES), a proxy advisory firm, also said that Murthy’s call to make the report on Panaya deal public. “We fully support Murthy’s call. It is important to know all the details concerning the deal,” said JN Gupta, co-founder and Managing Director.

He said the management should try to be as transparent as possible regarding any deal. The shareholders have a right to know everything about the deal, he said.

Industry watchers also believe that continuing top management attrition of aides who joined Infosys from SAP, is a cause of concern. Recently, Ritika Suri, former M&A head and US business head Sandeep Dadlani quit the company.

In 2015, Infosys acquired SaaS provider, Israel-based Panaya for $200 million. Later, a whistleblower alleged wrongdoings while acquiring the company. The board then hired Gibson, Dunn and Control Risks to investigate the entire deal.

Related Topics