Three former Infosys directors, including ex-Chairman R Seshasayee, have termed co-founder NR Narayana Murthy’s charges of governance lapses as “personal attacks and slander”.
In a statement on Friday, Seshasayee said he had avoided making any public statements, despite provocations, as he wanted the company to move forward. “However, Murthy’s statement to the press forces me to issue this statement, which is done only to defend myself against personal attacks and patently false and slanderous accusations,” he said. The statement was released jointly by Seshasayee, and two former directors, John Etchemendy and Jeffrey Lehman.
In an eight-page letter released earlier this week, Murthy said there were inconsistencies in Seshasayee’s statement on the payout to former Infosys CFO Rajiv Bansal. According to Murthy’s August 29 note, Seshasayee had said the AGM board agreed to pay that sum to Bansal because he was “privy to a lot of price-sensitive information”.
Then, on October 14, 2016, Seshasayee had said that the board agreed to pay this sum “because they felt generous”. “Given such a set of inconsistent responses from the board, would not any concerned shareholder come to the conclusion that the board was not being transparent and was, perhaps, misleading us, the shareholders?” Murthy had asked.
‘Candid and truthful’
In his note, Seshasayee said Murthy’s statement to the investors misleadingly attributes to him words taken out of context, making it appear that he was not stating the truth. “I wish to categorically state that I have always been candid and truthful in all my statements concerning Infosys. To quote an anonymous whistleblower letter that alleged many things, which have subsequently been proved baseless and false through multiple investigations by highly respected counsel, in order to give an impression to the audience that I lied to the shareholders, is patently offensive,” Seshasayee said.
Seshasayee said the words that Murthy attributes to Lehman and Kudva, from their private conversation with him are also egregiously taken out of context. “It is regrettable that Murthy’s campaign on the alleged governance lapses has continually slipped into personal attacks and slander on individual board members.”
He said Murthy invited him to join the board and entrusted to him the Chair of the Audit Committee, while he was still the Chairman. As late as February 2017, much after the alleged lapses took place, Murthy also issued a press statement that he (Seshasayee) was a man of high integrity. “I am therefore at a loss to understand the motivations for this persistent vendetta against me,” Seshasayee said.
Etchemendy said Seshasayee was a man of integrity. “...I am fully conversant with the Rajiv Bansal issue and I can categorically state that at no point did Seshasayee say anything in public or, to the best of my knowledge, in private that was untrue or did not reflect the collective view of the board.”
Lehman said Seshasayee was “scrupulously and tirelessly devoted to ensuring that the board complied with all applicable principles of law and governance. For the good of Infosys, I wish Murthy would stop quoting those lies as if they were reputable.”
Meanwhile, Infosys on Friday said it had started engaging in shareholder consultations to see what actions can be taken to ensure it continues to adhere to high governance standards.