Reconstitute Infy board

Business Standard has devoted several pages to the resignation of Infosys CEO Vishal Sikka and the ensuing battle between the founders, in particular N R Narayana Murthy. The overall sense one gets after reading most of the coverage is that of a CEO being unfairly ousted on account of alleged transgressions in corporate governance. As these issues were raised sometime back and were supposedly put to rest after internal and external investigations, they did not merit the continued attack by Murthy.

One significant question being ignored is that if indeed there were no transgressions in corporate governance, why is the board squeamish about releasing the inquiry reports? Or, is the board’s approach to corporate governance like that of switching from Coke to diet Coke when faced with obesity?

The other key issue being glossed over is that governance does not rest at the CEO’s doorstep; the larger failure is that of the board, which has oversight and fiduciary responsibility on all issues raised by the founders. The strategic challenges facing Infosys, as said by one and all, are around technological innovation and staying ahead of the curve on advancements in software practices, while at the same time steering a 200,000-people behemoth under stellar governance norms. If that be so, the question is, how many of the members of the current board, including the chairman, are equipped with the knowledge and skills required for providing guidance and oversight in these areas. Most of them might have great track records as CEO or top executives but do not seem to tick the box on strategic imperatives currently facing the board.

This is possibly the best time for Infosys to radically reconstitute its board and, as with corporate governance, apply the principle that there are no holy cows grazing the board.

Dilip James Bengaluru