Infosys violated corporate governance norms with Nilekani appointment: SES

BANGALORE, INDIA - SEPTEMBER 1, 2016: Nandan Nilekani, Chairman of the Unique Identification Authority of India, photographed at Better Place office in Bangalore. (Photo by Hemant Mishra/Mint via Getty Images)

Advisory firm Stakeholders Empowerment Services (SES) has alleged that Infosys violated corporate governance norms at the time of Nandan Nilekani's appointment, reports The Hindu Businessline.

In August this year, Nilekani was appointed the Chairman after MD & CEO Vishal Sikka resigned. According to SES, Nikekani was appointed without a proper board meeting, even before the directors met. “Decisions at the board level are taken after due deliberations in the board meetings and this has been given a go-by,” SES said.

Nilekani was made the chairman in a board meeting that he was present at, which means that the decision was taken earlier, JN Gupta, MD of SES said.

However, a source-based report by CNBC-TV18 said that Nilekani's appointment announcement was preceded by a two-part meeting of the Board, the first part of which was presided over by former Chairman R Seshasayee.

According to sources, Nilekani joined after the resignations of ex-chief executive Vishal Sikka and two other members of the board- Jeffrey Lehman, John Etchemendy- were accepted. Seshasayee also stepped down as the Board Chairman.

Co-chairman Ravi Venkatesan also resigned, but continues to be on the board.

Gupta also questioned resignations that followed Nilekani's appointment.  According to SES, all the appointments and resignations were a part of a 'comprise' formula, which was worked upon outside the boardroom.

The fact that the decision was taken outside and endorsed in the board meeting goes against the corporate governance standards, Gupta said.

However, other firms have a contrarian views that said in cases like these, decisions are often taken 'offline' before seeking consent from the shareholders.

But, it does goes against corporate governance rules, Kris Lakshmikanth, founder of HeadHunters India told the newspaper.

Infosys has been in limelight over corporate governance issues between the co-founders and the management.