Kiran Mazumdar Shaw voted again to Infosys board, some dissent

BENGALURU: Infosys’ shareholders returned Kiran Mazumdar-Shaw to the board with a clear majority, but the dissent to her appointment was higher when compared to recent inductions of independent directors at the company.

Nearly 8% of votes cast were against her reappointment. The last two independent directors nominated to the board were elected with less than 1% of dissenting votes. In 2014, when the Biocon chairwoman was first inducted on the Infosys board, less than 2% of votes were cast against the resolution.

About 93.5% of votes from public institutions — mutual funds and portfolio investors — were in favour of Shaw’s appointment, while 6.4% voted against her candidature, with an advisory firm having recommended that shareholders vote against her renomination, citing governance concerns dating back to the tenure of former chief executive Vishal Sikka. Among public, non-institutional shareholders, about 81% voted for Shaw and 18.8% against, postal ballot results filed with the Bombay Stock Exchange on Friday showed. The promoters backed her unanimously.


Stakeholders Empowerment Services (SES), a proxy advisory firm, raised questions about Shaw’s effectiveness as an independent director on the company’s nomination and remuneration committee.

“SES acknowledges without any doubt her capabilities, achievements and contribution in building Biocon as world leader in its field. Her leadership skills are something to write home about,” the firm said in its advisory report on the postal ballot. “However, when it comes to her role at Infosys board, unfortunately SES is unable to place her at the same pedestal.” ET has reviewed the report.

SES founder JN Gupta told ET that the rise of e-voting, the regulatory requirement for insurers and funds to vote might also have played a role in the higher number of dissenting votes.

Infosys and Shaw declined to comment.

While the Shaw re-election attracted higher percentage of dissenting votes, this is not the first time that the Bengaluru-headquartered company has experienced such results.

More than 8% of votes cast were against the appointment of Punita Kumar Sinha to the board in 2016. Nearly 15% of votes were cast against the reappointment of Jeffrey Lehman, after shareholder advisory firms put out notes against his nomination, four years ago.

In contrast, the election of former BP executive Michael Gibbs, in August saw only 0.02% of votes against him, even as public institutions supported his appointment unanimously. When D Sundaram was put forth as an independent director in October 2017, just 0.4% of total votes cast were against his appointment.

In 2017, DN Prahlad was appointed to the board with just over 5% votes tallied going against him.

“It is not clear why the public institutions would vote against her. There are no issues on metrics such as tenure and suitability,” said Shriram Subramanian, founder at InGovern ResearchServices.