Johnson Cherian.
R. Seshasayee, former chairman of Infosys, has said company co-founder N.R. Narayana Murthy’s allegations against him on corporate governance lapses and irregularities in the $200 million acquisition of an Israeli firm were “patently false and slanderous.”
“To quote an anonymous whistleblower letter that alleged many things, which have subsequently been proved baseless and false through multiple investigations by highly respected counsel, in order to give an impression to the audience that I lied to the shareholders, is patently offensive,” he said in a joint statement issued along with former directors of Infosys, John Etchemendy, and Jeffrey Lehman.
All the three quit the board following a public spat between Mr. Murthy, who accused the management of the New York Stock Exchange-listed firm of irregularities in buying Israeli company Panaya and failing to act on whistleblower complaints on pay package given to top management, including a former chief financial officer, Rajiv Bansal.
In June, the company stated that Gibson Dunn & Control Risks completed a detailed independent investigation and did not find any evidence whatsoever of wrongdoing. There was no evidence supporting the whistleblower’s allegations on acquisitions and inappropriate contracting.
The probe also found no evidence that the former chief executive officer, Vishal Sikka, received excessive variable compensation or incurred unreasonable expenses for security and travel.
The anonymous whistleblower wrote a letter to the Securities and Exchange Board of India and the U.S. Securities and Exchange, among others, alleging that Infosys overpaid for Panaya. The letter mentioned that Panaya was struggling to raise money and employees were leaving the company when the acquisition happened and the board overlooked the decision to buy the firm at a “premium..
Mr. Murthy during his investors call on August 29, reiterated his complete faith in the new chairman, Nandan Nilekani, to take the company back to its “glory days.”
“Since my resignation from the board of Infosys, I have kept away from making any public statements, despite provocations, since I sincerely want the company to move forward, and not be bogged down with the issues of the past. Mr. Murthy’s statement to the investors reported by the press, however, forces me to issue this statement, which is done only to defend myself against personal attacks and patently false and slanderous accusations,” Mr. Seshasayee said in the statement.
“Mr. Murthy ‘s statement to the investors misleadingly attributes words to me that are taken completely out of context, making it appear that I was not stating the truth. I wish to categorically state that I have always been candid and truthful in all my statements concerning Infosys.”
At a press conference in Bengaluru, Mr. Seshasayee had said he was close to quitting the company at least three times.
“It is regrettable that Mr. Murthy ‘s campaign on the alleged governance lapses has continually slipped into personal attacks and slander on individual board members,” he said in the statement.
Mr. Murthy had invited him to join the board and entrusted him the Chair of the Audit Committee, while he was still the Chairman. “As late as February 2017, much after the alleged lapses took place,” Mr. Seshasayee said, “Mr. Murthy also issued a press statement that I was a man of high integrity. I am, therefore, at a loss to understand the motivations for this persistent vendetta against me.”
Mr. Murthy, who co-founded Infosys with seven others, including Mr. Nilekani, in his August 29 statement said the earlier board entered into a pact to pay an excessive sum as a severance package to Mr. Bansal in October 2015.
In June last year, Mr. Seshasayee told the shareholders at the AGM that the board agreed to pay that sum to Mr. Bansal because he was “privy to a lot of price-sensitive information.”
“I am fully conversant with the details of the Rajiv Bansal issue and I can categorically state that at no point did Sesh say anything in public or, to the best of my knowledge, in private that was untrue or did not reflect the collective view of the Board.” Mr. Etchemendy, said in the statement.
Mr. Lehman, who served the board for more than 11 years under different chairs, said Mr. Seshasayee was “scrupulously and tirelessly devoted to ensuring that the Board complies with all applicable principles of law and governance.”
“An anonymous, so-called ‘whistleblower’ made outrageous charges against management; the board engaged several sets of outside counsel and investigators of impeccable reputation, and those investigators determined that every charge was false and without any foundation. For the good of Infosys, I wish Mr. Murthy would stop quoting those lies as if they were reputable,” he said
