The article entitled “Corporate Governance Deviance: A Case Study of Infosys” was authored by

Anindita Chatterjee and Deepti D. Hazarika. Both of the authors, Anindita Chatterjee and Deepti
Hazarika, are professors in Manav Rachna International institute of Research and Studies. Both of them
are knowledgeable enough to discuss in an article Corporate Governance Deviance in the case of the
Indian software bellwether firm, Infosys. The said article was published in South Asian Journal of
Business and Management Cases. The article emphasized the concept of Corporate Governance Deviance
and its effect to a certain corporation through setting the case of the Infosys as an example.

Corporate Governance Deviance is a phenomenon when some firms deviate by adopting

governance practices that fall short of the country’s governance standards, while other firms deviate by
exceeding these prevailing governance norms. In the business context, corporate governance refers to
the systems of rules, practices, and processes by which companies are governed. The Indian Companies
Act of 2013 defines the conduct of companies in India. It is which the Infosys have developed practices
on corporate governance. The study presents the deviant activities of the Indian company, Infosys, under
the rule of Dr. Vishal Sikka who was the first non-founder CEO of the said company. The study is
concerned with describing or explaining about the scandal faced by the Infosys. The study mentioned that
though the company got a clean chit against the corporate governance deviance charges, the conflict
between the board of governors and founders, particularly the ex-CEO continued which culminated into
the resignation of the CEO. The main dilemma the authors want to further explain or describe is the roles
of founder members, board of governors, institutional investors and shareholders in case of corporate
governance deviance. The study aims to emphasize the concept of Corporate Governance Deviance. It
shows how conflicts of interest arose between the owners and operators of the company. The study
discussed case questions arose from the practices of the Indian Company, the Infosys.

In order to wholly understand the study, the researchers presented it through a descriptive or
qualitative manner. It is hard to gather data by directly interviewing the top management of the Infosys
that is why the researchers may have used inquiries and observation as to the insiders of the said
company. The researchers used and relied on different published scholarly documents as their references
in writing this journal. In addition, they have reviewed a lot of related literatures and studies relevant in
understanding the concept of Corporate Governance Deviance which helped a lot to further discuss the
main dilemma of the study. These documents, literatures and studies gave the authors a lot of information
which helped them analyze and interpret the data gathered from the different respondents. It is satisfying
that the researchers included models and figures in their study which further elaborate and gives the
readers a better understanding regarding the Corporate Governance as a concept; the deviant practices of
Infosys; Transforming leadership and Governance; Deviance and Corporate Governance; and how
institutional corporate governance practices deviate with the prevailing corporate governance practices.

The following key concepts were discussed by the authors in the study: the concept of corporate
governance; transforming leadership through corporate governance; corporate governance deviance as a
concept; a brief background about Infosys; and the responsibilities of the board members in corporate
governance. In the beginning of the journal, case questions are presented which are to be further
discussed by the authors. The study further discussed the reason: (1) why the chairman of the board was
indecisive in questioning the CEO undertaking deviant business practices; (2) why were the founders not
happy with the ‘non-transparent’ way in which the board had decided to raise Dr Sikka’s annual
compensation package; and (3) why the board decided to give a generous severance package to ex-CFO
without the approval of the chairperson of Nominations and Remuneration Committee. Also discussed in
the study is the kind of risk the founders saw in the appointment of the wife a sitting minister in the Indian
government as an independent director. Moreover, the study presented various concepts regarding
corporate governance including the liberal country type, the social rights type, the developmental country
type and the socialist country type. It was also mentioned in the study the “The Indian Companies Act of

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2013” which makes comprehensive provisions to govern all listed and unlisted companies in the country.
Its objective is to provide business friendly corporate regulation/ pro-business initiatives; e-Governance
initiatives; good corporate governance and CSR; enhanced disclosure norms; enhanced accountability of
management; stricter enforcement of laws; audit accountability; protection of minority shareholders;
investor protection and shareholder activism; robust framework for insolvency regulation; and
institutional structure. In addition the corporate governance deviance is further elaborated through the use
of figures which shows that institutional environment in a nation is characterized by a set of challenges
and enablers. Lastly, the study presented that corporate governance deviance is disastrous for it derails the
long-term development of the organization. There are dilemmas and choices experienced by an
organization which lead them to corporate governance deviance. The top management is responsible and
committed to its stakeholders. It is therefore a must that understanding corporate governance and
circumstances that lead to deviance is important.

The information or data gathered was used to analyze the case of Infosys with regards to
corporate governance deviance. These show and explain the practices of the said company which
considered as deviant to the provisions of the Act that governs the Indian companies – The Indian
Companies Act of 2013. The findings present different ideas and facts about the factors which cause
organizations to deviate with the prevailing corporate governance practices which I think is its major
contribution. The study suggested a broader understanding to the concept of corporate governance
deviance which gives more knowledge to corporations like the Infosys. The study can serve as awareness
to all corporations about the impacts of corporate governance deviance. Corporations might want to
consider what happened to Infosys as their guide whether they should engage or disengage to practices
the Infosys had gone through.

The study was able to fairly discuss the case questions it wants to elaborate and it was able to
highlight issues, facts, and ideas about the concept corporate governance deviance. However, it is better if
the authors have further discussed the deviant practices of the Infosys to better understand such practices
and should further discussed the provisions of the Indian Companies Act of 2013. With these, readers
may understand more the deviant practices of the said company. Also there were words used by the
authors that are too deep for the understanding of common readers. They could have at least used words
that are easier to comprehend for them to be able to deliver effectively their message to their readers. In
summation, the paper is commendable and may help lot researchers.

Corporate governance deviance is a very deep issue. The study may serve as a related literature
for future researchers who seek to study issues about corporate governance deviance. Further studies can
be inferred from this study which discuss about; (1) the impacts of deviance with the prevailing corporate
governance practices; (2) the transformation of effective leadership through corporate governance;
(3)corporate law; (4) the relationship between shareholders, management, the board of directors and
stakeholders; and (5) any related issues about corporate governance deviance. In summary, the study will
benefit corporations, managers, organizations, and future researchers for this will serve as their guide to
understand the concept of corporate governance deviance.

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