Why Narayana Murthy must be brought back to Infosys

Describing Murthy as a business icon, T V Mohandas Pai, former CFO of Infosys, said he is more than eminently suited to hold the position of Chairman Emeritus.

Former chief financial officer of Infosys, T V Mohandas Pai, has pitched for the return of company's co-founder N R Narayana Murthy as Chairman Emeritus, saying the move would improve its brand and assure investors about adherence to high corporate governance standards.

He also pushed for nominating two new board members representing the founders, who still hold 13 per cent stake and classified as promoters, at the Bengaluru-headquartered IT major to give "continuity" to the company.

Pai bracketed Murthy, along with J R D Tata and Dhirubhai Ambani, as the three biggest business icons India has ever produced.

"My personal view is Narayana Murthy should come back as Chairman Emeritus," he told PTI in an interview, noting that the role is not a legal position nor has it something to do with strategy-related matters.

"As Chairman Emeritus, people can look up to him to give his views...these are (views on) governance, nothing to do with management, strategy and all that. May be Murthy should come back as Chairman Emeritus, where he has no operational responsibility," Pai said.

He sought to draw a parallel with Ratan Tata, who is Chairman Emeritus of the Tata Sons, which is the promoter of the major operating Tata companies and holds significant shareholding in them.

"Ratan Tata felt something was going wrong, he gave his views. So, for great companies which have great founders, Chairman Emeritus position is there where you can express your views," Pai said.

Describing Murthy as a business icon, Pai said he is more than eminently suited to hold that position.

“Murthy is one of the greatest business icons in the world. J R D Tata, Dhirubhai Ambani and Narayana Murthy are the three biggest business icons India has ever produced. They are all business icons in different phases of India's growth," he said.

Murthy is passionate about governance standards because the company had set them for India and emerging markets, Pai said.

"It (Murthy raising issues of corporate governance) is not about power and business, it's about governance standards," he said.

"Having Murthy as Chairman Emeritus for the company will improve the Infosys brand, and assure all investors that Infosys will never slip from high corporate governance standards it had set," he said.

Pai also said it is "obvious" that the high standards set by the founders in many areas vis-a-vis corporate governance have not been followed by the company and as the founders still hold 13 per cent, it might be good to have at least two or three board members who represent the founders to "give continuity" to the company.

"It does not have to be Narayana Murthy because he has made it clear he does not want to come back. He is not fighting to come back. What Narayana Murthy wants is better governance standards, adherence to very high standards and those standards have slipped as has been disclosed in the Panaya issue (acquisition of Panaya by Infosys)," he said.

"We hope that this matter (issues raised by Murthy) can be amicably resolved, with at least two nominees representing the founders. It's okay (to have at least two new board members representing the founders) because these (the founders) are still classified as promoters by SEBI," he said.

Noting that Murthy and the founders are the biggest shareholders of Infosys, he said they have every right to write to the company on certain corporate governance standards that the company is supposed to follow.

"They are exercising their legal right to write. And if the board does not consider them, rubbishes them, and does not answer the questions they have raised, they have every right to raise it in public," he said.

"The problem has arisen because the board has not answered the questions Murthy had raised about governance," he added.

Photograph: PTI Photo