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Last Updated : May 28, 2018 02:01 PM IST | Source:

Infosys whistleblower questions Board, non disclosure of investigation report

Whistleblower accuses co-founder Nandan Nilekani of 'conniving with the current board to quietly bury all the wrongdoings of the earlier board'.

Neha Alawadhi @alnehaa

In a fresh letter to the Indian and US market regulators, a whistleblower has again questioned corporate governance at IT services firm Infosys and accused co-founder  Nandan Nilekani of 'conniving with the current board to quietly bury all the wrongdoings of the earlier board'.

The anonymous whistleblower, in a letter to the Securities and Exchange Board of India (SEBI) and the US Securities and Exchanges Commission has said that Infosys has "quietly revealed in the annual report that they had signed agreements for mutual release of claims" with three directors who left the company last year.

The same whistleblower had written to the regulators in April, a day after Infosys reported its annual results. At the time, the whistleblower had questioned the board's accountability in the controversial acquisitions of Panaya and Skava.

Infosys had announced in April that it has put subsidiaries Skava and Panaya on sale. Both the units being hived off were acquired under ex-CEO Vishal Sikka, and Panaya was at the heart of the long standing and bitter spat between Infosys co-founder NR Narayana Murthy and the Board.

Murthy had questioned the price paid for Panaya and questioned corporate governance at Infosys.

Co-founder Nandan Nilekani was named the non-executive chairman of  Infosys in August.

"I think, the current board led by Nandan Nilekani is a huge disappointment. He had forgotten the core principles of Infosys and failed to uphold the highest traditions of corporate governance practised by Infosys earlier," the whistleblower said in the latest letter to the regulators.
Non-disparagement clause

On Monday, Infosys disclosed in its annual report that R Seshasayee, the past chairman of the board and Jeff Lehman, the former head of nominations and remunerations committee of the board, had signed a mutual release of claims.

Shriram Subramanian, managing director at InGovern Research Services told ET that a mutual release of claims likely contains clauses for non-disparagement and non-disclosure that protect the interests of the company as well as the erstwhile directors.

The whistleblower on Wednesday also questioned why such a clause was signed.

"The only reason why company signed such claim release agreement with those directors is because they found certain wrong doings in the investigation reports. The release of which will be damning indication on the company and those directors," the whistleblower asked.

The letter further questions why several changes were brought in the Board and why has Infosys not made the investigation report into the Panaya acquisition and the severance payment made to former CFO Rajiv Bansal public.
First Published on May 24, 2018 06:34 pm
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