This article was first published
in www.news18.com on August 21, 2017;
Co-author- Kavil
Ramachandran
Founder shareholders have the
right to question the CEO if the performance is not up to the mark. But they
must realize their special status as the “founders” and choose the forum
wisely.
Unceremonious exits of Cyrus
Mistry and Vishal Sikka have sparked the debate on whether it is difficult for
the professional CEOs of firms with ‘legacy’ to perform and work.
There are ample examples against
it: AM Naik to SN Subrahmanyan at L&T, YC Deveshwar to Sanjiv Puri at ITC,
KV Kamath to Chanda Kochhar at ICICI Bank and S Ramadorai to N Chandrasekaran
at Tata Consultancy Services are just a few examples of CEOs who served/are
serving companies with ‘legacy’ with aplomb. It cannot be generalized. Even in
mid-sized firms like Jyothy Laboratories, professionals like Ullas Kamath have
made their own identity aside from the founder M P Ramachandran.
The CEO is usually appointed
after a lot of due diligence and search. Compatibility of the CEO with the
values and culture of the company is an important aspect. So is the ability to
take the organization to the next level. There may be many decisions that need
different approach than what were taken earlier. In pursuit of long-term
performance and transformation of the company there may be a path that was not
trodden by the predecessor that is needed to be taken now. Different does not
mean wrong. To question the decision of the CEO at each step and not allowing
him to work without a sword hanging on his head is unfair and undermines the
very selection process.
Passing the baton
Promoters of family businesses
often find it difficult to pass on the baton to their successors, especially if
the successor happens to be a non-family professional. As a result, transition
in leadership is one of the biggest challenges faced by family businesses.
While finding the right successor is one part of the challenge, the
preparedness of the founder to retire and letting go is the other part.
Continuation of the legacy and respect for what has been achieved in the past
is healthy. But continued need of the founder to feel acknowledged, useful and
important is not.
Succession planning
Infosys was one of the first
companies in the country to follow the highest standards in corporate
Governance. They faltered in succession planning though. Founders took turns to
become the CEO of the company irrespective of whether they were best suited for
the job or not. Many good senior executives left Infosys due to meritocracy
being overlooked in favour of founders. That was perhaps one of the reasons
that when the last of the founder CEO, SD Shibulal, expressed his desire to
retire, the Nominations and Governance Committee of Infosys could not find
anyone within Infosys to lead the company.
Even if it is assumed that Mr.
Murthy has valid concerns about the governance standards at Infosys stooping
after the founders stepped down voluntarily in 2014, even if it is assumed that
the current board at Infosys is not upholding the core values of governance and
transparency set by the founders, what cannot be denied is that the founders
did not nurture a successor while at the helm of affairs. The entire Infosys
and Tata saga points to the importance of succession in organizations and that
the incumbent CEO or the founder do not spend enough time to tackle the issue.
I, me, myself
One of the most important life
lessons that the founders and the CEOs should learn is to let go of ‘I, me,
myself’ syndrome. The moment one starts taking credit for everything they start
alienating people. That is perhaps what is happening with Murthy as well. In
his latest letter to the media as well, there are numerous references to how
things were great when the founders were at the helm of affairs. While many of
his concerns may have merit, the tone of the letter alienates him from the
readers and generates sympathy for Sikka.
Right forum
The founder shareholders have the
right to question the CEO if the performance is not up to the mark. But they
must realize their special status as the “founders” and choose the forum
wisely. Else it becomes a case of ‘trial by media’ for the CEO and as Sikka
said in his resignation letter to the Infosys board, “This continuous drumbeat
of distractions and negativity over the last several months/quarters, inhibits
our ability to make positive change and stay focused on value creation”.
Non-founder shareholders with
significant shareholdings
Deutsche Bank Trust Company
Americas and the LIC of India are the largest shareholders in Infosys as
individual entities. Qualified Foreign Investor together hold about 38 percent
shares, Insurance companies hold 12 percent and Mutual Funds hold more than 8
percent shares. Institutions collectively own about 59 percent shares. Assuming
that most of these institutions have invested for the long-term, they are
expected to have an in-depth knowledge of the company and seek clarifications
from the board from time to time. It is difficult to believe that these
institutions would blindly continue to be invested if there were governance
lapses at the company.
In conclusion, the problem is not
with companies with “legacy”. The problem is with people with an extended sense
of “legacy”. When people start to consider that the company is an extension of
their own identity and refuse to let go even after they decide to bring in a
professional CEO, difficult situations arise.
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