Corporate Governance Deviance: A Case Study of Infosys

Abstract

The major organizational transformation journey of Indian software bellwether firm, Infosys, from 2014 until 2017 under the leadership of first non-founder member is captured in this case study. The entrepreneurial ambitions and zeal to grow through organic and inorganic moves saddled with lack of cognizance of corporate governance resulted in deviance leading to turmoil followed by the resignation of the CEO. The company values, the roles of founder members, institutional investors, shareholders and other aspects came under the scanner to understand the reasons behind the corporate governance deviance. Dilemma Though the company got a clean chit against the corporate governance deviance charges, the conflict between the board of governors and founders, particularly the ex-CEO continued which culminated into the resignation of the CEO. What are the roles of founder members, board of governors, institutional investors and shareholders in case of corporate governance deviance? Theory: Models of Corporate Governance Type of the case: Decisional, applied Protagonist: CEO of the firm Options After obtaining clean chit against the corporate governance deviance charges, the CEO could have continued. Instead he decided to resign. Discussions and Case Questions Why the chairman of the board was indecisive in questioning the CEO undertaking deviant business practices? Why were the founders not happy with the ‘non-transparent’ way in which the board had decided to raise Dr Sikka’s annual compensation package from US$7.08 million to US$11 million even when it was linked with the company’s progress towards ‘Vision 2020’? What kind of risk did the founders saw in the appointment of the wife a sitting minister in the Indian government as an independent director? Why the board decided to give a generous severance package to ex-CFO without the approval of the chairperson of Nominations and Remuneration Committee?