Coforge Seeks New Directors Following Leadership Changes
Bengaluru – Coforge, a prominent IT services firm, has taken steps to enhance its board by appointing the global executive search firm Egon Zehnder. This move comes after the resignations of its chairman, OP Bhatt, and the chair of the Nomination and Remuneration Committee (NRC), DK Singh.
The company reassured its stakeholders that the recent leadership changes stemmed from governance issues but did not affect its operations, financial reporting, or future business plans. The board members clarified that there was unity among them despite the departures. Independent director Beth Boucher has been named the new chair of the NRC.
Interim chair Vivek Sharma explained that the search for new independent directors would be conducted worldwide, focusing on candidates who possess experience in governance, expertise in their fields, and a strategic mindset to aid Coforge’s growth.
Sharma is also overseeing the selection of a permanent chair but stated that he is not vying for that position himself.
A recent internal audit conducted by KPMG, Coforge’s internal auditor, led to the resignations. This audit assessed the accuracy of reports presented to the board as part of its fiscal year 2027 review. It revealed that evaluation reports had only been accessible to the previous NRC chair and chairman, limiting transparency among board members.
John Speight, Coforge’s president and executive director, pointed out during a call with investors that the way the evaluation findings were presented did not fully encompass the issues identified. Notably, the performance of the chairman received the lowest rating during the evaluation, a fact that was not disclosed to the rest of the board or the NRC.
After the evaluation discussions, the remaining board members sought clarification from Bhatt and Singh, leading to Bhatt’s resignation on September 8 and Singh’s on September 10.
Sharma stressed that the situation was not personal, emphasizing the board’s commitment to fulfilling its duties responsibly. “All board members are attentive to their fiduciary roles and take them very seriously,” he stated.
Anil Chanana, an independent director and chair of the Audit Committee, noted that the governance audit was part of the annual plan approved by the committee. While the initial focus was on the whistleblower mechanism and insider trading, he requested a broader scope to include the quality of information provided to the board.
This expanded audit considered various factors, including regulatory, financial, and strategic risks, alongside environmental, social, and governance (ESG) aspects, ensuring alignment between board reports and management data.
Chanana remarked that the internal auditors’ findings regarding the board evaluation process were shared with the company secretary and CFO before being addressed through the fiduciary procedures.
He reinforced that these issues did not impact the company’s operations or financial standing. CFO Saurabh Goel also confirmed that the guidance for fiscal year 2027 remains steady, alongside the company’s revenue goal of nearly $5 billion over four years.
Meanwhile, CEO Sudhir Singh indicated that Coforge is on track to potentially secure a record number of large contracts by the end of the second quarter of fiscal year 2027.
