Indian corporate battles and Boardrooms

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Indian corporate Boards need to tighten their belts.

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Indian corporate battles and Boardrooms


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The modern corporate structure requires (a) a business organization headed by the CEO and his/her team, and (b) a Board of Directors that governs the CEO’s decisions and provides legally and morally correct direction. This is the “check and balance” in any large corporate, where huge money is involved and morals can sway easily. Traditionally, in India, Boards’ behavior has never been a hotly debated issue as most battles remained hidden from public view, or the Boards were dominated by one family which also ran the business. But lately, Indian companies have grown so big, and professional management so firmly entrenched, that battles have emerged.

 Two big battles in 2016 and 2017 – (a) the Tata – Mistry controversy, and (b) the Infosys – Vishal Sikka controversy. Read more on it in our Bodhi. Infosys co-founder N.R. Narayana Murthy has raised serious concerns about poor corporate governance norms after 2015 at his company. Many serious allegations including those of possible financial impropriety surfaced. Similarly, the Tata Sons CEO Cyrus Mistry did very well in the Board’s evaluation of his performance just five months prior to being unceremoniously sacked! Unche makaan feeke pakwaan? Hence, the concept of Board Evaluation – where the Board itself will be evaluated on multiple parameters. The SEBI circulated the Guidelines in January 2017. Can download it here. More data on Bodhi Resources page. 

 Unless the Board too is evaluated as per objective criterion, where is the solid guarantee that the Company’s corporate governance will stay intact? The Mistry case and the Sikka case are pointers that cannot be avoided. Have the respective Boards truly done the right thing the right way? Service providers (legal experts on this matter) point out the “Prima Donna complex” that company directors suffer from. They think they are above all evaluation, and cannot be “questioned as per a procedure”. Only time will tell if the haughty attitudes of directors will help them, or one day wipe out their arrogance in one shot. But clearly, it is time for a total revamp of existing governance practices. Rigour is needed, not formal empty procedures.
   



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Bodhi Booster: Indian corporate battles and Boardrooms
Indian corporate battles and Boardrooms
Indian corporate Boards need to tighten their belts.
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