Coforge mandates Egon Zehnder to hunt for next chair

Following the recent resignation of two independent directors from the company, mid-cap firm Coforge has initiated its hunt for independent directors and a new chairman, with global executive search firm Egon Zehnder having been given the mandate.

The company held an investor call on Monday evening, with all the existing independent directors and CEO present. The interim chair, Vivek Sharma, told analysts that while the search has begun over the weekend, “I personally will not be a candidate for the permanent chair role and we will also communicate that up front to prospective candidates as part of the search,” he said.

KPMG expands governance audit scope

The show of strength by independent board directors at the call was directed towards calming the markets, as the company’s share price has been down nearly 5% in the past five trading days on the BSE.

While the exchange filings on the resignations gave limited details on what transpired, Anil Kumar Chanana, who also heads the company’s audit committee, said that he expanded KPMG’s FY27 governance audit scope beyond whistleblower mechanisms and insider trading to examine underlying management MIS, whistleblower complaints, regulatory issues and whether material information was being fully and accurately reported to the board.

“He further said that the audit plan along with his inputs was taken to the audit committee. Incidentally, both the members, the chairperson, and the chairperson of the NRC are members of the audit committee as well,” Chanana said.

While KPMG commenced its review in early August, examining meeting recordings, minutes and the board evaluation report, by late August it had identified discrepancies, including the non-disclosure of the chairman’s lowest performance rating.

John Speight, president and director who heads UK and Europe Geo business operations, said, “Based on these observations, the seven remaining members of the board who are on the call today sought explanations from the two transition directors, the then chairman of the board and the then NRC chair. The transition directors offered a response and the board responded in turn. During this process, the ex-chairman and the ex-NRC chair tendered their resignations,” he added.

Coforge says business remains on track

While Coforge has been maintaining the distinction that the nature of the governance concern is very different, with no impact on business or financials, CEO Sudhir Singh again pointed to analysts the distinction, reiterating that guidance stands.

“We had said in the investor call at the beginning of the quarter that we might end up signing as many large deals in the current quarter as we had signed in the full year, just two to three years back. And the quarter has progressed, as planned. So, plans on all fronts, all fronts are on track.”