Bangalore – February 9, 2017: The Company denies any governance lapses alleged by some sections of the media in reports that have appeared in the last few days on purported rifts among the Founders, the Board and the Management.
"The Company is in the process of a formidable transformation journey. The Board is fully aligned with the strategic direction of Dr. Vishal Sikka and is very appreciative of the initiatives taken by him in pursuance of this transformation. Vishal and the Board, while being pleased with the Company's resumption of industry leading performance on many parameters, are keen to further accelerate the progress and achieve even more shareholder value increase, on the foundation of sound governance. We will remain undistracted with this focus," said R. Seshasayee, Chairman of the Board.
The issues highlighted by the media - CEO compensation, appointment of certain Independent Directors, and severance pay relating to former employees - are several months old, on which the Company's position has been repeatedly explained. While there could be differences in views on these matters, they have been overwhelmingly approved by shareholders, wherever required, and on which due disclosures have been made.
The Board receives several inputs from various stakeholders, including the Company's Promoters. The Board gives serious consideration to all these inputs.
The Company has an independent and professional Board, whose members possess vast experience. The Independent Directors have no interest other than their commitment to enable this great institution that has been assiduously built by the iconic Founders, to succeed.
"The members of the Board are deeply engaged with the Company and spend considerable time on the affairs of the Company. The Board has full confidence in the leadership of Seshasayee to steer this Company in these challenging times," said Jeff Lehman, the senior most member of the Board and Chairman of the Nomination and Remuneration Committee.
While the Board appreciates and respects inputs from the Founders, it is committed to fulfilling its fiduciary responsibility to act independently and in the overall interest of the shareholders. To formalize this process, the Board has recently appointed Cyril Amarchand Mangaldas, corporate governance experts, to receive from Promoters and other key stakeholders various inputs, evaluate them and make recommendations to the Board. This will be an ongoing process for some time. The Company will take every step to uphold the standards of governance processes, of which the Company has always been an exemplar.