Infosys founder N R Narayana Murthy on Sunday said corporate governance at the company was ‘poor’ and warned that the decision to hike the chief operating officer’s salary by 60-70% will likely erode employees’ trust and faith in the management and the board.

He was responding to a query about the company’s decision to raise its chief operating officer U B Pravin Rao’s salary. It was contested by a large number of Infosys shareholders; Murthy, along with other promoters, had abstained from voting.

In February, the Infosys board has said it planned to raise Rao’s salary and has also appointed D N Prahlad as additional director. Rao’s fixed salary was increased to Rs 4.62 crore and a target variable pay of Rs 3.87 crore was set.

Also see: Is it ‘Sikka Vs Infosys’, as some insiders claim? Infosys founders must speak openly

The average pay hike for Infosys employees in 2016 has been only 6-12% whereas the year before, it was 6.5%, reportedly the lowest in the past five years.

In the previous year (2015-16), Rao’s remuneration was Rs 9.28 crore, which included Rs 3.6 crore of fixed salary and Rs 5.68 crore variable pay and bonus. Shareholders were set to vote in the month of March.

Earlier today, the company’s board approved Rao’s pay hike despite a majority of large investors in the company voting against the decision.

In an e-mail to over a dozen journalists, Murthy said:

…given the current poor governance standards at Infosys, let us also remember that these targets for variable pay may not be adhered to if the board wants to favor a top management person.

He was responding to a question raised by financial daily Mint. Murthy added:

…giving nearly 60% to 70% increase in compensation for a top level person (even including performance-based variable pay) when the compensation for most of the employees in the company was increased by just 6% to 8% is, in my opinion, not proper.

Here’s a copy of his e-mail.

Dear Folks,

If you use the contents of this mail, please quote me verbatim and in full. Please do not paraphrase.

I have lots of affection for Pravin. Let me state you the facts.

I recruited Pravin in 1985 and had nurtured him throughout my stay at Infosys since then.

He had been sidelined. He was not even a member of the Executive Council at Infosys in 2013 when I came back. Kris, Shibu snd I encouraged him, elevated him to the board, and made him the COO when we recruited Vishal as the CEO. So, this abstention has nothing to do with Pravin.

Those of us who have always stood for fairness in compensation and practised it, right from the day Infosys was founded, will have to demonstrate it when needed. This is a time when it is needed. Nothing more and nothing less.

I believe in striving towards reducing differences in compensation and equity in a corporation. You may not know that my Infosys salary at the time of the founding of Infosys was just 10% of my salary in my previous job. I ensured that my younger, co-founder colleagues got 20% higher salary over their salaries in their previous job even though I was 7 levels above them in my previous job and was 11 years older than them. I gave them huge equity compensation the like of which has never been replicated in this world. So, this abstention comes from somebody who has walked the talk.

I have always felt that every senior management person of an Indian corporation has to show self restraint in his or her compensation and perquisites. He or she has to fight for maintaining a reasonable ratio between the lowest salary and the highest salary in a corporation in a poor country like India. The board has to create a climate of opinion for such a fairness by their actions.

This is necessary if we have to make compassionate capitalism acceptable to a majority of Indians who are poor. Without compassionate capitalism, this country cannot create jobs and solve the problem of poverty. Experts tell me that capitalism may come to an end in the not-so-distant future if the current corporate leaders do not heed this advice in India.

Further, giving nearly 60% to 70% increase in compensation for a top level person (even including performance-based variable pay) when the compensation for most of the employees in the company was increased by just 6% to 8% is, in my opinion, not proper. This is grossly unfair to the majority of the Infosys employees including project managers, delivery managers, analysts, programmers, salespeople in the field, entry level engineers, clerks and office boys who are toiling hard to make the company better. The impact of such a decision will likely erode the trust and faith of the employees in the management and the board. With what conscience can a decent person like Pravin ( a man schooled in Infosys values for over 30 years) tell his juniors that they should work hard and make sacrifice to reduce cost and protect margin? I have got so many mails from these people asking whether this resolution is fair. No previous resolution in the history of the company has received such a low approval.

Finally, given the current poor governance standards at Infosys, let us also remember that these targets for variable pay may not be adhered to if the board wants to favor a top management person.

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