Indian IT major Infosys which has been struggling with its corporate governance issue has appointed its ex-CEO Nandan Nilekani as the non-executive chairman of the board. In a statement company said, “Board of Directors has unanimously approved the appointment of Mr. Nandan Nilekani as the Non Executive Chairman of the Board, effective immediately.”
With this appointment, some key figure at Infosys board like R. Seshasayee, Vishal Sikka, Prof. Jeffrey Lehman and Prof. John Etchemendy have stepped down from the Board. Ravi Venkatesan has also stepped down from his role as co-chairman but he will continue on the board.
“I am happy to return to Infosys, now in the role of non-executive chairman, and look forward to working with my colleagues on the Board and in executive management on the business opportunities we see before us and delivering benefits to our clients, shareholders, employees and communities. I thank Vishal for his service as the CEO of Infosys over the last 3 years and wish him well in his future endeavors,” said Nilekani.
Nilekani also stated that the Board will actively consider a broad based shareholder consultation process as a critical part of its overall engagement initiatives with all the stakeholders of the company that are being taken up on a priority basis. The company is organizing two investor calls of an hour each to discuss the announcements today.
Infosys clarified that the Board had, on August 18, 2017, appointed Sikka as the Executive Vice Chairman (EVC) to facilitate a smooth transition. This transition has been expedited with the appointment of Nilekani. Given that the EVC employment agreement with Sikka had not yet been executed, the Board, prior to the induction of Nilekani, decided that the company will complete all resignation formalities as per Sikka’s employment contract as MD and CEO as executed on April 1, 2016 and approved by the shareholders.
Accordingly Sikka will receive 90 days’ base pay in lieu of notice of US$ 246,575, a variable pay of US$ 205,572 and company-paid COBRA (employee benefits) for 90 days. All equity awards outstanding as on separation date to the extent such awards are unvested will terminate on the date of separation. All equity awards that vested during his employment with the Company will remain as vested as per the terms of the equity plan and award agreement A separation agreement reflecting this and other terms such as a mutual release and non-disparagement obligation has been approved by the Board.