JEFFREY SEAN LEHMAN HEAD OF NOMINATIONS COMMITTEE, INFOSYS TECHNOLOGIES

'Narayana Murthy is Irreplaceable'

Infosys nominations committee head Jeffrey Sean Lehman says the challenge is to make sure that the change is orderly and reflects a constancy of high-level values even though the way the values are expressed has to change with time

In two weeks from now, Jeffrey Sean Lehman, head of the nominations committee at Infosys Technologies, will announce the company's new chairman — one of the mosttracked successions in corporate India. In an exclusive interview with Pankaj Mishra, Jayadevan PK & Shruti Sabharwal, and his first with any Indian paper, Mr Lehman avoids direct questions about the candidates shortlisted for the post, but hints at deeper leadership changes at Infosys as the remaining founders retire from the company over the next few years.

What's driving the changes at the Infosys board?
You are looking at a company that has had an extraordinary history, trajectory and has achieved great things for its share holders and all its stake holders. It's a point of pride for everyone who is associated with the company. From the beginning, one of the things that the company decided was that it would have mandatory retirement ages for the board and executives. One consequence of that decision is that you have lead time to know when the transition is going to come. That lead time has been a gift and an opportunity which gives us a chance to reflect on what this total transition is going to be. Most companies are not given the signal. We have been given the responsibility to think about how to have a transition over a period of time that will continue the values of the company, principles, provide the right kind of leadership and ensure that within the entire leadership structure, there is a proper mix of skills and backgrounds so that an extremely complex and diversified operation has the resources to operate at the highest level and deliver a performance that all its stakeholders expect.
What is the board agenda besides Mr Murthy's succession?
Over the next four years, all the founders will be taking retirement. And it's important to make sure that the proper bench is prepared with a proper depth and proper processes to deliberate about how and when things will change. It should be a smooth glide into the future. We want to ensure that there is the right mix. You have to have continuity with the past so that everyone knows the historic values and excellence of the company which will be continued. The challenge is to make sure that the dynamism and the change are orderly and reflect a constancy of high-level values even though the way the values are expressed has to change with time.
Will you also look at CEO transition?
We have been thinking about the whole leadership succession process over the next few years. We have been thinking for the last four years. Because of these retirements, we have known that we need to be thinking about the full succession of leadership in the company as a whole structure and not just one position.
April 30 is when you will finalise Mr Murthy's successor. Is it only about that or more?
We will announce that on April 30. I am at liberty to say that the meeting on the 30th has been called at the behest of the nominations committee. I cannot steal our own thunder.
Are you looking at replacing Mr Murthy or the chairman of the board? Are these two different?
We began the process almost two years ago at the board to focus on that question. We never said the object of this is to replace Mr Murthy. He is irreplaceable. It will not be fair to the successor, Mr Murthy, or to the company to say that we have found a clone to Narayana Murthy. What we have always been looking for is to identify the right person to be the chair of the board of directors of Infosys. I think the specification we are talking about includes understanding the responsibilities of the person in leading the board, in his role and in working with the senior management of the company, which has also been the responsibility of the chair. The question is how to find a person with relevant background, experience, knowledge, etc., that will provide the right kind of leadership. That will be the abstract thing we will be looking for. Then we apply that to real human beings.
Who nominates the candidates?
It's a board process. This was a process that involved all members of the board and we were consulting each other and people would make suggestions. We did not post a job and solicit applications. This is a process driven by members of the board of directors of Infosys.
Is there an insider-outsider debate?
Certainly when you have these idealised attributes of a leader for some attributes, it is not clear which is better. Some say it's much better to have an insider and some say it's much better to have an outsider. We know the benefits of the insider and the outsider. With this attribute, what happens is that you move from saying that you have a list of attributes and we are going to give them a score. That's not how things work when you see real people with different qualities and attributes. Then you think about which of these actually matter and which don't. How they match with each other. In the end you are dealing with full integrated human beings. Each could perfectly well be chairing the Infosys board. Then you say, now we are not choosing on who is qualified or not. We are making a choice. That is our judgment about what combination is right for the company.
What is that combination? What does the company need?
That's not a question which lends itself to an answer, because you are thinking about that question in the context of particular individuals. What you are trying to gauge is that you have a set of complex contribution of attribution. Then you figure out how it fits into the company and what trajectory it gives to the company. This is a judgment where reasonable people can differ.
From the options you are looking at, is there a consensus?
They talk, they listen, they reflect and they change their mind. Over the course of time, through interaction with the others, where we are going to be on April 30, we anticipate a consensus. That's because we have been at this for a long time. If we were given a charter to think about this 30 years and told you are going to have to make a vote on April 30, it would be hard to take a consensus decision.
Is there a rule that the founders run the company one by one? Do you look beyond founders for CEO positions? Is there an unstated rule?
It is our responsibility as the board to ensure that we exercise our best judgment in having the company's management the best that it can be. And that means the management team led by the CEO has to be the best. In a company like Infosys, when you have a group of people who have been leading the company for 30 years, and have achieved the performance and the results, and developed the company's culture to the way that it is now, obviously, they are front runners. It will be bizarre to say okay, we are going to begin by looking elsewhere. So it is not surprising that CEOs to date have all been part of that founding core group from the beginning. However, the responsibility of the board is to take that fact into account and provide the best management.
Most CEOs have held COO positions before. Is the board looking to do away with the COO position now?
Goodness me, I think Shibu would be very upset if I said his position is not relevant. My view is he works very hard and I don't think he sits in his office all day with his feet on his desk. Different companies have different management structures. You can envision a lot of different structures for different companies. You can imagine a structure with no COO or maybe two COOs. Nowadays, companies have matrix, verticals, horizontals instead of the old silos. What we are trying to do is that they operate in a way that they make the maximum contribution. To see that what they have to contribute has been fully tapped and translated into values. At the same time, you want to make sure that the structure fully attends to all the companies' needs. It's hard for me to imagine a corporate structure in which the activities of the COO are not being performed. It's not like it's written in the stars that there needs to be one person with one title doing this. That's not the way it works.
Some experts say the Infosys board is too management, executive leaders heavy. With founders moving out, is there an opportunity to correct that?
The answer goes back to the earlier question on the insider-outsider perspective. This is another area in which reasonable people differ. Cultures of companies differ. If you look at a typical structure of a US board, the company that is incorporated in the US will have few executive directors unlike in the UK. There is not a single right answer here. Each has its own advantages and disadvantages. This is a contrast that has been in our minds. We have talked about the pros and cons of different structures. This is something that I think is appropriately in everyone's minds whenever we consider whether to add anymore into the board. We have headroom. We are authorised to have a bigger board but we are not mandated to have a board that is of maximum size.
Will you replace all the founders?
Murthy's successor is not his replacement. The thought is not about finding someone identical to Mr Murthy. I was appointed to the board at the same time Senator Larry Pressler retired. I'm not his replacement. I'm not a Senator. I'm not a Rhodes scholar. The next appointment to the board is not going to be Mohan's or Dinesh's replacement. They will be people who add value to the governance of the company. The process that we use to think about these issues is how do we construct leadership using our best efforts what we think is in the best interest of the company.

"Murthy's successor is not his replacement. It is not about finding someone identical to Mr Murthy"

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