MUMBAI: Indra Nooyi, the former chairperson at PepsiCo, who is currently serving as an independent director at the International Cricket Council (ICC), also happens to be on the board of Amazon and the company's audit committee as the retail-to-content conglomerate prepares to submit a bid for media rights of cricket's global events.
In February 2018, Nooyi was appointed to the ICC board as the organization's first independent female director. In February 2019, she became the newest member to Amazon's 11-member board of directors. Consequently, she was also named to the audit committee of Amazon's board.
TOI has asked the ICC the following questions:
1) Under ICC rules, does Ms Nooyi's presence qualify as conflict of any sort?
2) Did the ICC, at any point, discuss this before bringing out the tender?
3) Apropos of rules, does the ICC see the presence of Ms Nooyi on both sides as a fair representation in the present circumstances?
4) Ms Nooyi is a member of the ICC's Finance & Commercial Affairs Committee too.
5) Ms Nooyi, as a board member of the ICC, was privy to the structuring of the new Future Tours Program (FTP) and the upcoming events cycle.
An ICC spokesperson told TOI: "Indra Nooyi's appointment to the Amazon Board was declared to the ICC when she took up the role. As a result, she has recused herself from any ICC Board discussion on the ITT process since then. She has not been involved in any capacity and will not be part of the final ICC Board decision on the ITT."
While this happens, industry executives are waiting to know what the ICC has to say about Nooyi being in a position of power at cricket's governing body and the terms of the tender are known to the members of the board, alongside discussions on the commercial framework involved.
"Imagine if this was the BCCI. Justice Lodha's recommendations would've been trending on Twitter. For anything half this important, BCCI has been dragged to court," say those tracking developments.
Amazon happens to be a prospective bidder for ICC media rights and that's where the bugle of conflict is getting sounded at the moment. This becomes all the more important because under the chairmanship of Nagpur-based lawyer Shashank Manohar, the ICC brought Nooyi to the board to drive transparency and governance.
"The ICC must clarify this. There are huge stakes involved and the ICC should take note of this and allow her to recuse herself. Manohar himself used to publicly announce how he kept "recusing" himself from important meetings in the BCCI to show that he was avoiding all conflict," they add.
Nooyi is also a member of the ICC's Finance & Commercial Affairs Committee and a board member of the governing body when the new Future Tours Program (FTP) of the ICC and the next events cycle were structured.
The ICC hasn't mentioned any of this in detail to the broadcasters in its recent discussions.
Here's what Clause 2.2.4.1 of the ICC constitutional framework says:
"When a director, committee member or staff member has or may have an actual, apparent or potential conflict of interest in respect of his (there's no 'her') duties to the ICC, he must disclose the conflict to the Ethics Officer without delay (and, where possible, make such disclosure prior to his election or appointment to the position of Director, Committee Member or Staff Member), or, if such conflict arises during a meeting, he must disclose the conflict to the chair of the relevant meeting...
"... Thereafter, and subject to all times, the individual must a) excuse himself (herself) from any discussions relating to the conflict; b) abstain from voting (and / or from seeking to influence the vote) or any matter relating to the conflict; c) refrain from taking any other part in the handling of the conflict or of the matter to which the conflict relates."
Those tracking developments further say that even if the matter has been internally discussed at the ICC and apropos of whether Nooyi has recused herself from these meetings, the ‘optics' involved just don't present the right picture in the present circumstances.
"It just doesn't read or sound right when an individual who's on the board of a company that's bidding for rights is also on the board of the company that's selling the rights. She may have stayed away, but we're saying that only because we know of her profile and stature as a top industry executive. The question is, what does the ICC have to say about it," say those in the know.
