V Balakrishnan asserted that Chairman R Seshasayee and Co-chair Ravi Venkatesan must step down as part of a board rejig.
New Delhi: Infosys former CFO V Balakrishnan on Monday asserted that Chairman R Seshasayee and Co-chair Ravi Venkatesan must step down as part of a board rejig before the country's second-largest IT firm kicks off search for a new CEO.
Balakrishnan, whose views mirror those of co-founder N R Narayana Murthy, said heads of the audit (Roopa Kudva) and remuneration (Jeffrey S Lehman) committees should also take responsibility of the corporate governance lapses at the company and resign.
He is of the view that for Infosys to bring in a new CEO without fixing its board first would be "suicidal". "The four people are relevant because the audit committee chair hasn't handled the severance payment of the ex-CFO and the legal counsel well. The renumeration committee chairman should have looked into those issues when the compensation was discussed," he told PTI.
"The chairman and the co-chairman should shoulder the collective responsibility for the board and step down as the governance standards are poor," Balakrishnan added. He has called for reconstitution of the Infosys board on several occasions now.
He said it is important that the re-constitution is done before the company starts hunting for a new CEO. "The board should engage with large investors and founders and add good people to the board with checks and balances and then look for a CEO. I think looking for a CEO without any change in the board will be suicidal," Balakrishnan said.
He added that board restructuring would be a starting point as "any good CEO" will not be willing to join with the current structure.
Vishal Sikka, Infosys first non-founder CEO, quit last week citing slander by founders. The board, which has blamed co-founder Narayana Murthy for the CEO's resignation, has said it will find a replacement latest by March 31, 2018.
Balakrishnan also expressed concern about Infosys not making public the report of investigations undertaken after anonymous whistle-blower complaints around its Panaya acquisition deal came in.
"I think the board should make the report public because these are serious allegations and the company has spent some Rs 10 crore of shareholder money in investigating, so every shareholder has the right to know what happened," he said.
Asked why shareholders were not as vocal as Murthy in voicing these allegations of corporate governance lapses, Balakrishnan said there were many such people who had aired concerns before him. "Indian shareholders are not very vocal in the public space, but they talk privately to the right people and express their concerns," he said further, adding that many shareholders had spoken to him, the founders and the company to express their worry.
Talking about the Rs 13,000-crore buyback announced by the company, Balakrishnan said the timing was "unusual" with the CEO's resignation being announced just a day before. "The board should have increased the buyback size and given much more confidence to the market. Just announcing a buyback without saying anything when there is a lot of uncertainty like the CEO moving away and the spat with the founders not coming to an end... I think the buyback somewhere loses its sheen," he said.
He confirmed that he would participate in the buyback programme.
Infosys, which will offer Rs 1,150 a share for the buyback plan, has said it will announce the details of the programme later.