IT major Infosys has said that it received emails from the promoters expressing their concern around corporate governance but cleared the air saying that it has adhered and followed corporate governance standards at every point.

A month ago Infosys founders NR Narayana Murthy, Kris Gopalakrishnan and Nandan Nilekani are learnt to have written to the board expressing their concerns about pay increases and severance packages given to two former senior officials, according to reports. An Infosys spokesperson said: “The board receives suggestions and inputs from various stakeholders, including promoters, which are evaluated with due importance. The company will continue to be guided by the overall interests of all stakeholders. With regard to concerns on governance being discussed in the media, we would like to reiterate that all decisions have been made bona fide, in the overall interest of the company, and that full disclosures have already been made thereon.”

The writing of this letter also signals the extent to which the co-founders are interested in the company affairs despite them not holding an executive position in the company by which they can neither influence future strategy nor the day-to-day operations. Murthy and other co-founders declined to comment.

While the founders along with their family members own 12.75 per cent stake in Infosys as per December 2016 shareholding data, financial institutions own the rest and in essence decide the rules of the game. “It is like (Cyrus) Mistry owning 18 per cent in Tata Sons who cannot call the shots as the Trusts hold the majority shareholding,” said Kris Lakshmikanth, CEO, Headhunters India.

Infosys has repeatedly clarified its stance. The issue came up last year, when some proxy advisory firms and other investors had raised this issue of high exit payouts as unprecedented and different from the culture and DNA of Infosys. Chairman R Seshasayee cleared the air on former CFO Rajiv Bansal’s large exit payout (over ₹17.38 crore) and dismissed speculation that the company paid a high severance package to “silence him” and added that his exit was “cordial” and a “mutually agreed decision.”

Company executives told BusinessLine that it had launched two separate independent investigations into the handling of Bansal’s exit which revealed no foul play.

Bansal’s exit was followed by the exit of General Counsel and Chief Compliance Officer David Kennedy. Further, Kennedy who was appointed by CEO Vishal Sikka was to earn $557,500 in fixed pay and $472,500 in variable pay, subject to the fulfilment of conditions in the separation agreement, company executives had said at that time. Infosys shares closed at ₹936, or 0.8 per cent down in the stock exchanges.

Buyback In a related development around a possible share buyback worth ₹12,000 crore, Infosys in a statement said: “The company would like to clarify that its policy is not to comment on rumours or speculations. Further, the company has always complied with its reportable obligations under Listing Obligations And Disclosure Requirements in a timely manner and will continue to do so.”

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