There has to be a change in mindset while cos are determining who their IDs should be. SEBI’s order included an elaborate and transparent process to be followed by nomination and remuneration committee. The amendments also enhanced disclosures regarding the skills required for appointment as an ID and how the proposed candidate fits into that skillset.
Recent discussions on the failure of corporate governance and how independent directors (IDs) can be effective have raised concerns about the qualifications and competencies of independent directors (IDs). The implicit message is that IDs with “lower” competencies may be failing in their responsibilities as the custodians of the overall interests of stakeholders. Do the directors of India Inc possess such competencies? Are these competencies enough? Further to the recent order of SEBI related to IDs, in this article, we examine the competencies of the Board of Directors (BoDs) of firms listed on the NSE, as measured by educational qualifications of the directors. We recommend the need to have other criteria for determining competencies of IDs.
As per data from Primeinfobase, 93.75 per cent of directors of firms listed on NSE are at least graduates. Majority of the directors (69.08 per cent) have post graduate technical qualifications. MBA is the single most popular degree at 26.56 per cent directors being management graduates- 16.27 per cent of them from the IIMs. CA, CS, ICWA or LLB come a close second at 24.38 per cent while 21.21 per cent of the directors are engineers. A few of them even have an MBBS degree (1.17 per cent). However, instances of corporate governance failures even at large corporations in India have highlighted that despite the highly qualified pool, corporate governance is wanting. Therefore, qualification does not necessarily mean a good fit.
More effort needs to go into identifying the right people who are a) at least in sync with the latest developments in their own areas of expertise, if not ahead of them, b) are not rubber stamps and not afraid of voicing their opinion, and c) bring diversity to the board discussions. Composition of the board is very important. A board that comprises all engineers or all MBAs or all CAs, while highly qualified, will have no diversity. Similarly, it should also evaluate the requirements of the firm depending on the life cycle that it is at.
Infosys co-founder Narayana Murthy once openly spoke about his spat with the first non-promoter CEO of Infosys, Vishal Sikka. “If the core values of Infosys such as “leadership by example, fairness, transparency, accountability” were “thrown to the dust, then you have to stand up and voice your anguish and disappointment”, he said. The BoDs need to possess similar attitude or value systems and the skills to be independent, so that they can voice their opinion when needed. Values of a person is not easy to assess and for the regulator to implement. But, SEBI can put some guidelines or conditions for the large corporations to start with, say companies with Rs 10,000 crore plus in revenue, where at least the IDs must have a dossier compiled to confirm that they have demonstrated their independence in thinking and acting, before being inducted into the board.
Often, IDs hold multiple board positions, advise various organizations, and are even associated full time with their own businesses or are employed somewhere. With so many other activities claiming their time and mind space, they may not devote enough time to fulfil their board duties in spirit. It is in the interest of the firm to demand time and guidance from the directors. Hilti Corporation, known for its values, culture, innovation and governance, demands that the board members devote a minimum of 20 days every year to Hilti affairs. In Hilti, a board member’s time commitment could extend up to 40 days if he or she is involved with the executive board, employee activities or any special projects. The remuneration flexibility that SEBI has mentioned in their regulation should make it easier for the firms to pay adequately to the BoDs.
In essence, there has to be a change in mindset while companies are determining who their IDs should be. SEBI’s order included a more elaborate and transparent process to be followed by nomination and remuneration committee while selecting candidates for appointment as IDs. The amendments also enhanced disclosures regarding the skills required for appointment as an ID and how the proposed candidate fits into that skillset. Determining the “skills required” is tough yet doable. Detailed background check including demonstrated commitment to the practice of values will help create a pool of IDs with the right compentencies. Corporate governance and society’s wealth will be the losers if this challenge is not addressed soon. Industry champions must work with SEBI to set a new threshold for anybody to qualify to be an ID. As Ludmya “Mia” Love, American political commentator and the first black person elected to Congress from Utah and the first black woman elected as a Republican, says, “Difficult things aren’t easy, but they’re worth it.”
The authors are with the Thomas Schmidheiny Centre for Family Enterprise, Indian School of Business.