Company Statement: Conclusion of independent investigation into allegations made by anonymous whistleblower
Via Infosys Newsroom
Jun 23, 2017
Conclusion of Independent Investigation into Allegations made by Anonymous Whistleblower
Bangalore - June 23, 2017: On February 21 and 22, 2017, SEBI forwarded to the Company two anonymous complaints dated February 12, 2017 and February 19, 2017 (“ Anonymous Complaints ”) making allegations relating to the Company. The details of the allegations made in the Anonymous Complaints were also reported by the press.
The Anonymous Complaints were placed before the Audit Committee. The Audit Committee approved a comprehensive investigation into the Anonymous Complaints for which Gibson Dunn & Crutcher, LLP, an international law firm recognized for its expertise in conducting internal investigations, and Control Risks, a global risk consultancy specializing in expert analysis and in-depth investigations, were retained to conduct the investigation (the “ Independent Investigation ”). Neither firm performs other work for the Company.
The Indian law firm, Khaitan & Company was appointed to provide legal counsel on Indian law matters associated with the Anonymous Complaint, Independent Investigation and related matters.
The auditors of the Company performed select procedures related to the independent investigation as part the audit for the year ended March 31, 2017.
Gibson Dunn and Control Risks have now completed their detailed and extensive Independent Investigation and as they have described in the attached document, they did not find any evidence whatsoever of wrongdoing.
TThe Company has also fully cooperated with all requests for information from SEBI regarding the Anonymous Complaints.
Infosys Audit Committee From: Charles J. Stevens Benjamin Wagner Date: June 19, 2017 Re: Audit Committee’s Investigation of 2017 Whistleblower Allegations -- Summary In March 2017, the Audit Committee of the Board of Directors of Infosys Limited retained Gibson Dunn and Control Risks (“the Investigating Firms”) to conduct an internal investigation into allegations in two anonymous whistleblower complaints made to the Securities and Exchange Board of India on February 12 and February 19, 2017 (“the Complaints”). In brief, the Complaints alleged that: • there were improprieties in connection with the Company’s acquisitions of Panaya, Inc. and Skava Systems Private Ltd. in 2015; • the CEO requested that improper deals be made with customers; • the Mergers and Acquisitions team acted without securing proper approvals; and • the CEO received inappropriate compensation and incurred excessive expenses relating to travel, security and the Palo Alto office. The Complaints also included allegations relating to the departure of the former CFO that were previously investigated by the Indian law firm Cyril Amarchand Mangaldas (“CAM”) in 2015 and 2016, and questioning the findings and conclusions in the CAM reports in those investigations. Gibson Dunn is an international law firm of 1,300 lawyers in 20 offices around the world, which is recognized for its expertise in conducting internal investigations. Gibson Dunn’s investigation team consisted of seven attorneys in its California and Singapore offices, led by Charles Stevens and Benjamin Wagner. Mr. Stevens and Mr. Wagner were both Presidentially-appointed senior prosecutors in the U.S. Department of Justice, with decades of experience in investigating and prosecuting fraud and business crimes. Mr. Stevens was appointed by President Clinton, and Mr. Wagner by President Obama. Control Risks is an independent, global risk consultancy specializing in expert analysis and in-depth investigations. Control Risks’ efforts were led by Steve Blum and Ben Cohen, who are both Certified Public Accountants and Certified Fraud Examiners with significant experience in corporate compliance, forensic accounting, and fraud. Their efforts were supported by their firm’s Business Intelligence Practice Group as well as other colleagues with expertise in transaction valuations and computer forensic analysis