Coforge appoints Egon Zehnder to find two independent directors

BengaluruCoforge has appointed global executive search firm Egon Zehnder to identify two additional independent directors as the company moves to strengthen its board following the resignations of chairman OP Bhatt and Nomination and Remuneration Committee (NRC) chair DK Singh. The board said the governance issues that led to the exits had no impact on the company’s operations, financial reporting or business outlook. Board members also said there was no dissent among them. Independent director Beth Boucher has been appointed NRC chair.Interim chair Vivek Sharma said the search would be global, focusing on candidates with governance experience, professional expertise and strategic perspectives to strengthen the board and support Coforge’s long-term growth. Sharma will also oversee the process to elect a permanent chair but said he would not be a candidate for the role.The board detailed the findings of an internal audit that preceded the resignations. KPMG, Coforge’s internal auditor, reviewed the accuracy of board reporting as part of its FY27 audit plan.The audit found that board evaluation reports were available only to the then NRC chair and chairman and were not shared with other board members.“The manner in which the evaluation findings were presented without sharing copies of the report by the chairman of the board and the NRC chair did not cover all relevant aspects of the findings,” said John Speight, president and executive director, in an investor call on Monday.In particular, the chairman’s performance category had received the lowest rating in the board evaluation reports, but the NRC chair and chairman did not disclose or discuss this finding with the NRC or the board, he said.The seven remaining board members subsequently sought explanations from Bhatt and Singh, who were then chairman and NRC chair, respectively. Bhatt resigned on September 8, followed by Singh on September 10.Sharma said the issue was not personal and that the board was acting in its fiduciary capacity. “All seven board members are acting as true fiduciaries and take their responsibilities very seriously,” he said.Anil Chanana, independent director and Audit Committee chair, said the governance audit was part of the annual internal audit plan approved by the Audit Committee. The initial scope covered the whistleblower mechanism and insider trading, but Chanana asked for it to be widened to examine the quality and completeness of information reaching the board.The expanded scope covered the completeness, accuracy and consistency of information reported to the board across regulatory, financial, strategic risk, ESG, CSR, investor grievances, whistleblower and internal-control areas. It also examined alignment between board reporting and underlying management information.Chanana said the internal auditors’ observations concerned the board evaluation process and were raised with the company secretary and CFO before being taken through the board’s fiduciary process.“These matters have nothing to do with or have no impact on the company’s operations and/or its financials,” he said.CFO Saurabh Goel said FY27 guidance remained unchanged. The company also maintained its four-year revenue guidance of close to $5 billion.CEO Sudhir Singh said Coforge remained on track to potentially sign its highest number of large deals in a quarter, with two weeks remaining in Q2FY27.Get the latest Business News and Live updates. Download the TOI app.