THE ECONOMIC TIMES, MUMBAI, FRIDAY, MAY 3, 2019 >> pg 7 _pp. , BOARDROOM Tim EcoNo llc T IMES CHALLENGES Amro p India CONSUMER CONNECT INITIATIVE 4 ! .. °R Devoting enough time to t '3 the things that really ;. ; ' ;_ fry ' 1 ' matter such as strategy and risk s managemen t and 1 r .®, not getting bogged down by by various compliances is II . II E F . , . ,., . . . a , 1= ' 1 14 ;; I important '-) a ' - \ L= - -NAINA LAL KIDWAI, ' `. I ` _ . _' Ex Country Head, HSBC - ! Forecasting and risk '! 1 I y . ! management from I v i i ` - --^- ( _ . f, w . technology and business BOARD _ ' disruption point of view is L most critical - e -ANIL CHAUDHRY, Freedom at work is directl y linked to Zone President & MD, i / one' s performance , and it holds true in , : - Schneider Electric the case of our Boards as well. Are they J 1 L. - j_ given enough freedom to ta ke decisions? I f There is a generation gap j c between the Board and Some senior board members discuss - the nature of business they govern, so aligning , _ z. - - - , _ , iI the two is a big challenge Panellists of the Amrop -ET Best Boards roundtable discussion in Delhi -SIRAJ CHAUDHRY, Advisor, Cargill India © The construct Pallavi. chakravorty said Kidwai , Past Chairman and Chaudhry, Advisor, Cargill India. Management Consultant. However, and culture of the @timesgroup.com Country Head , HSBC. Tiffs between promoters and CEOs times are chang ing. These days company determines how The composition of the Board also are common and sometimes may ruin head-hunting firms are involved, / ' Lack of transparency is free the boa r d q. Also , a lot JjAs is evident in this discussion , determines how democratic it is. the fortunes of a company. Dr. Arvind which specialise in looking for board " the biggest challenge. If depends on the quality of the Indians are a not lot so A greed Anil Chaudh Zone Lal , Chairman and MD, Dc Lal Pathlabs members. "Business is also someone doesn' t want to chair and the nature of inde- noi sy ry' getting tell you something, you endence democracy clearl y is not much of President and Manag ing Director , shared his side of the story. "1 have not comp lex so getting the ri g ht mix P an issue, " Naina Lal Kidwai's remark Schneider Electric. "On Indian had any major differences with my becomes important. What boards will never figure it out NAINA LAL KIDWAI, -SANIAY KAPOOR, left the members grinning. But is it Boards , senior members enjoy a lot CEO (Om Manchanda). It is probably could look likel0 years from now r G Senior Advisor and Past Chairman & Country really the case or the reality differs in of respect. On global boards , a because we share a bond and so there may be very different , " said Head, HSBC perspective? As Jyoti Sagar put it, director can be very young and can are no issues in terms of attitude and Windlass. There is also a demand for Independent Director "Democracy of Boards , laughable. " be held at par with others who are maturity. Also, he is manyyears directors under 50. "We are also The second roundtable of India' s more experienced:' Sometimes , younger to me, so I mostl y get my way looking at peop le who have never The law makes it © Composition Best Boards initiative was all about convey ing the right thing at the right (laughs):' Saurabh Srivastava , Co- been directors. So, we can have a mandatory for companies of the board is criti- assessing freedom on the table. Are time is important , and sufficientl y founder and Director , Indian Angel pool of directors who are not very to put forward several key cal as it determines how our boards democratic enough? senior board members know that Network, (a Board member of Dr. Lal famous or trophy directors, " Preeti r ' risks before the board. democratic it is. On g lobal How do they fare in comparison to well. "It is not necessary, everything Pathlabs) seconded Lal on that. "It is Kumar , Managing Partner, Amrop But is that really boards, a director can be very young but is treated at par with India remarked. happening? those who are more senior Being on Boards can also be a -JYOTI SAGAR, very good leadership training for Chairman and Founder, J. ANIL CHAUDHRY, Zone CEOs , Siraj said. "1 endorse that , it Sagar & Associates President & MD, Schneider Electric I can be a great self-training exercise , " . . . I. !T j! _ c1 ': . . . Kidwai added. Sometimes , it can be a challenge too. "In consumer and I The Board should play a © _ _ tech industries we get pretty young r _ more active role in It's the bal- a_ CEOs but getting them on board understanding the i . ' L . _ :1J _ ance in power that sometimes becomes a pain when challenges faced by the often determines where they get more involved in the Q healthcare industry the power lies - with the intricacies than is required , " said 'r Because of various overnment initiatives board or with the promoters. I Maninder Singh Juneja , MD & CEO, - here ' s a fear chosis have seen Boards which are National Bulk Handlin Cor oration. pry very democratic, while some g p that is going on not so much The Directors also brought to the -DR. ARVIND LAL, table certain key aspects on which Chairman & Managing SIRAJ CHAUDHRY , Boards should be assessed. Director , Dr. Lal Pathlabs . . .. Ijl .,.,. _ :4ij.j : . Advisor , Carg ill India Sustainabilty and environment, L ft nature of the company, age of the . . S .. ' © company, not-for-profit companies , ! - The current regulations I represent a health and safety and role of and liabilities as per me is major shareholder women on Boards were echoed as ' r . , the biggest challenge that as a nominee director on some key areas that need to be kept - Boards face today. It's in mind before assessment . extre man onerous le never the board faced of an n issues MNC. I in have terms KEY TAKEAWAYS kee p s y g p p us n of freedom of speech nor have Risk management and how much been asked to protect any ones time and importance the Board . i. from joining boards -SAURABH SRIVASTAVA, L* m: ri ghts should give to that was a key Co-founder & Director, discussion point. "It begins with Indian Angel Network SANIAY KAPOOR, Senior risk awareness, so it is Advisor & Independent Director I important to know whether the board even The distance that still understands what risks I remains between the © the company is facing. Also, ' Board and the CEO is an What are the is risk awareness leadin to duties of a director _ g issue. The Board needs to towards a company? What _ risk aversion rather than risk " be engaged more and is the role of a nominee ' management ?" Siraj said. The should to be kept director? It needs to be overall risk framework is also 9 interested in he company penned down . Democracy on , ASHWANI WINDLASS, Boards is laug hable important , agreed some members. India Risk management cannot happen Director , Max JYOTI SAGAR, Chairman and unless the management and the Founder, J. Sagar & board are in reconciliation. "It is a Associates offshore boards? The question a very democratic Board and all rarity. Risk management lies in ( I f _ .:'. Enough time should be triggered a variety of opinions and a members command great respect. prioritising and quantifying risks , " devoted to understand fiery - sometimes fierce - In case of any differences, the said Kapoor. . / the company well, while discussion. promoters try to talk it out , but the 'As in the case with global boards, keeping your eyes on ©I have not had Wh y is democracy of Boards ultimate baton lies with the Board. " Indian boards too should have ' . governance at the same I any major issues with my CEO. We are pret - important? To safeguard What about new-age companies? specific time devoted for discussing time ` _ -INDRAJIT BANERIEE, ty close and mostly it is a shareholders ' interest , quite "In such companies , you either risk management. It also can be a Independent Management joint proposal that goes to the obviously; to ensure the die or take it to the top. As good measure to determine Consultant board. There have been no promoters don' t have a free run Board members we hel p them whether it is being discussed in major disagreements so far m and ignore the Board' s mandate; . navi gate inflection points, detail by the Board , " said Kidwai. AfTtfO DR. ARVIND LAL, to keep investors ' faith in the P India T HE E coxo ITCTnIEti which are around The role of committees and their The ability to see what is Chairman & MD, compan y and take decisions that , , . capitalisation , strategy and importance to the Board also found coming next globally and Dr. Lal Pathlabs are for the company' s pace of growth, " said Sanjeev resonance with the members. They ' locally is a big challenge betterment. And what Aggarwal , Senior Manag ing are the real changemakers , agreed ' ' - . , as Boards mostly function determines that? Several has to be poured out during the Director , Helion Venture Partners. all unanimousl y. in silos Q For better risk parameters. "1 cannot think of one Board meeting, some things can be The debate then turned towards The roundtable was held as part SANIEEV AGGARWAL , management, we company whose culture was the discussed either before or later , " the importance of quality and of The Economic Times ' and Senior Managing Director, need to look at the frame- same as the other and democracy said Ashwani Windlass , Director , talented directors. Do we have the Amrop ' s latest initiative to identify Helion Venture Partners work of risks - whether the on Board depends a lot on that; it Max India. Sometimes , it is just ri g ht pool of independent directors and award the most effective boards Board is looking at it narrowl y. also depends on the quality of the about power play. "It' s the balance and is it enough? Perhaps not. "For of India, in partnershi p with process Also, if future di srupti ons ta king chair and the nature of in power that often determines an independent director one has to partner IiAS. Iri How do you build a being considered when taking culture of innovation in such decisions independence. Indian boards are where the power lies. My have the time to devote as he has to Process Partner an organisation and what comp lex as they have all sorts of experience has been diverse in this reall y sink in to be able to participate - can the Board do at that SAURABH SRIVASTAVA, Co- nominees and many of them come regard; there have been Boards deeply in the governance of the level is a key issue founder & Director, Indi- with some agenda. Offshore boards which were very democratic, while company," said Indrajit Banerjee, an -MANINDER SINGH an Angel Network are a little disciplined in that regard, " few others not so much," said Siraj Independent , ,, JUNEJA, MD & CEO, National Bulk © By and large © One should © In Boards of © We have seen © Creating a pool Handling Corporation have the time to new economy com- that in consumer members who of top quality devote and has to real) anies, you either die or and in tech industries we get come from good back- Y P Y directors is a focus area for sink in to be able to artici - take it to the to And as board pretty Young CEOs. ground know where to con- P P us . Building a pool of younger The role of he Chairman ve what. Sometimes, the pate deeply in the governance members we hel p them navigate However , getting them on board directors - below 50 - who are Y Y in and how he/she leverages may convey their thoughts after of a company. And to be able to inflection points which are some cases was a challen ge as not just trop hies. We are advis- x'_; - the Board is do that you need to have he around ca pitalisation , strategy hEY got more involved than was going g or before the board meeting as Y ing clients to go for this new well to avoid conflicts ri ght peop le on Board and pace of growth required pool of directors the biggest challenge going forward ASHWANI WINDLASS, INDRAIIT BANERJEE, Inde- SANJEEV AGGARWAL, MANINDER SINGH JUNEJA, PREETY KUMAR, Managing -PREETY KUMAR, pendent Management Senior MD, Helion MD & CEO, National Bulk Managing Partner Director Max India Handling Cor po ra- Partner, Amrop India , Consultant Venture Partners Amrop India tion
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THE ECONOMIC TIMES, MUMBAI, FRIDAY, MAY 3, 2019
>>
pg 7
CCI NG 3.7 Product: ETMumbaiBS PubDate: 03-05-2019 Zone: MumbaiCity Edition: 1 Page: ETMCPG7 User: kailash.korade Time: 05-02-2019 22:31 Color: CMYK
_pp.
,
BOARDROOMTim EcoNo llc TIMES
CHALLENGES Amrop India
CONSUMER CONNECT INITIATIVE
4 ! .. °R Devoting enough time tot '3 the things that really;. ;' ; _ fry '
1 ' matter such as strategyand risk
s management and
1 r .®, not getting bogged downby by various compliances isII. II E F .
,.,.,, ... a ,1= '
1 14 ;; I important' - ) a ' - \ L= - -NAINA LAL KIDWAI,' .̀. I ` _.
_' Ex Country Head, HSBC
- ! Forecasting and risk'! 1 I y . ! management from
I vi i ` - --^- ( _ . f, w . technology and businessBOARD _
' disruption point of view isL most critical-
e -ANIL CHAUDHRY,Freedom at work is directly linked to Zone President & MD,i /
one's performance, and it holds true in , : - Schneider Electric
the case of our Boards as well. Are they J
1
L.- j_
given enough freedom to take decisions? I f There is a generation gapj c between the Board and
Some senior board members discuss - the nature of businessthey govern, so aligning, _ z. - - - , _ ,
iI the two is a big challenge
Panellists of the Amrop -ET Best Boards roundtable discussion in Delhi -SIRAJ CHAUDHRY,Advisor, Cargill India© The construct Pallavi.chakravorty said Kidwai, Past Chairman and Chaudhry, Advisor, Cargill India. Management Consultant. However,
and culture of the @timesgroup.com Country Head, HSBC. Tiffs between promoters and CEOs times are changing. These dayscompany determines how The composition of the Board also are common and sometimes may ruin head-hunting firms are involved, / '
Lack of transparency isfree the boa
rd q. Also, a lot
JjAs is evident in this discussion , determines how democratic it is. the fortunes of a company. Dr. Arvind which specialise in looking for board " the biggest challenge. Ifdepends on the quality of the Indians are a not lot so A greed Anil Chaudh Zone Lal, Chairman and MD, Dc Lal Pathlabs members. "Business is also someone doesn't want tochair and the nature of inde- noisy ry' getting
tell you something, youendence democracy clearl y is not much of President and Manag ing Director, shared his side of the story. "1 have not comp lex so getting the ri ght mixP
an issue," Naina Lal Kidwai's remark Schneider Electric. "On Indian had any major differences with my becomes important. What boards will never figure it outNAINA LAL KIDWAI, -SANIAY KAPOOR,left the members grinning. But is it Boards, senior members enjoy a lot CEO (Om Manchanda). It is probably could look likel0 years from now r G Senior Advisor andPast Chairman & Country really the case or the reality differs in of respect. On global boards, a because we share a bond and so there may be very different," said
Head, HSBC perspective? As Jyoti Sagar put it, director can be very young and can are no issues in terms of attitude and Windlass. There is also a demand for Independent Director
"Democracy of Boards, laughable." be held at par with others who are maturity. Also, he is manyyears directors under 50. "We are alsoThe second roundtable of India's more experienced:' Sometimes, younger to me, so I mostly get my way looking at people who have never The law makes it© Composition Best Boards initiative was all about conveying the right thing at the right (laughs):' Saurabh Srivastava, Co- been directors. So, we can have a mandatory for companies
of the board is criti- assessing freedom on the table. Are time is important, and sufficiently founder and Director, Indian Angel pool of directors who are not very to put forward several keycal as it determines how our boards democratic enough? senior board members know that Network, (a Board member of Dr. Lal famous or trophy directors," Preeti r ' risks before the board.
democratic it is. On global How do they fare in comparison to well. "It is not necessary, everything Pathlabs) seconded Lal on that. "It is Kumar , Managing Partner, Amrop But is that reallyboards, a director can be veryyoung but is treated at par with India remarked. happening?
those who are more senior Being on Boards can also be a -JYOTI SAGAR,very good leadership training for Chairman and Founder, J.
ANIL CHAUDHRY, Zone CEOs, Siraj said. "1 endorse that, it Sagar & AssociatesPresident & MD,
Schneider Electric I can be a great self-training exercise," . . . I.! T j ! _ c1 ' :
.
. .
Kidwai added. Sometimes, it can bea challenge too. "In consumer and I The Board should play a
©
_ _ tech industries we get pretty young r _ more active role in
It's the bal- a_ CEOs but getting them on board understanding the
_
i ._
'L .
_:1J _
ance in power that sometimes becomes a pain when challenges faced by theoften determines where they get more involved in the Q healthcare industry
the power lies - with the intricacies than is required," said 'r Because of variousovernment initiativesboard or with the promoters. I Maninder Singh Juneja, MD & CEO, - here's a fear chosishave seen Boards which are National Bulk Handlin Cor oration.
pryvery democratic, while some g p that is going on
not so much The Directors also brought to the -DR. ARVIND LAL,table certain key aspects on which Chairman & Managing
SIRAJ CHAUDHRY, Boards should be assessed. Director, Dr. Lal Pathlabs. . . .
I j l .,.,. _
:4ij.j
: .Advisor, Cargill India Sustainabilty and environment,L ft nature of the company, age of the. . S ..
_
'
©
company, not-for-profit companies , !
-
The current regulationsI represent a health and safety and role of and liabilities as per me is
major shareholder women on Boards were echoed as ' r ., the biggest challenge thatas a nominee director on some key areas that need to be kept - Boards face today. It's
in mind before assessment . extreman
onerous lenever
the board faced
of an
n issues MNC. I
in have terms KEY TAKEAWAYS keeps y g p pus n
of freedom of speech nor have Risk management and how muchbeen asked to protect any ones time and importance the Board . i. from joining boards
-SAURABH SRIVASTAVA,
L*
m: rights should give to that was a key Co-founder & Director,
discussion point. "It begins with Indian Angel NetworkSANIAY KAPOOR, Senior risk awareness, so it isAdvisor & Independent
Director I
important to knowwhether the board even The distance that still
understands what risks I remains between the©
the company is facing. Also, '
Board and the CEO is anWhat are the is risk awareness leadin toduties of a director _
g issue. The Board needs totowards a company? What _ risk aversion rather than risk
" be engaged more andis the role of a nominee ' management?" Siraj said. The should to be keptdirector? It needs to be overall risk framework is also 9 interested in he company
penned down. Democracy on , ASHWANI WINDLASS,
Boards is laughable important, agreed some members. IndiaRisk management cannot happen Director , Max
JYOTI SAGAR, Chairman and unless the management and theFounder, J. Sagar & board are in reconciliation. "It is a
Associates offshore boards? The question a very democratic Board and all rarity. Risk management lies in ( I f _ .:'. Enough time should be
triggered a variety of opinions and a members command great respect. prioritising and quantifying risks ," devoted to understandfiery - sometimes fierce - In case of any differences, the said Kapoor. ./ the company well, whilediscussion. promoters try to talk it out, but the 'As in the case with global boards, keeping your eyes on
© I have not had Why is democracy of Boards ultimate baton lies with the Board." Indian boards too should have ' . governance at the same
Iany major issueswith my CEO. We are pret- important? To safeguard What about new-age companies? specific time devoted for discussing
time_̀ -INDRAJIT BANERIEE,
ty close and mostly it is a shareholders' interest, quite "In such companies, you either risk management. It also can be a Independent Managementjoint proposal that goes to the obviously; to ensure the die or take it to the top. As good measure to determine Consultantboard. There have been no promoters don't have a free run Board members we help them whether it is being discussed in
major disagreements so far mand ignore the Board's mandate; .
navigate inflection points, detail by the Board," said Kidwai.AfTtfO
DR. ARVIND LAL, to keep investors' faith in the P India THE EcoxoITCTnIEti which are around The role of committees and their The ability to see what isChairman & MD, company and take decisions that , , . capitalisation, strategy and importance to the Board also found coming next globally andDr. Lal Pathlabs are for the company's pace of growth," said Sanjeev resonance with the members. They ' locally is a big challenge
bett erment. And what Aggarwal , Senior Manag ing are the real changemakers , agreed ' '-. , as Boards mostly functiondetermines that? Several has to be poured out during the Director, Helion Venture Partners. all unanimously. in silos
Q For better risk parameters. "1 cannot think of one Board meeting, some things can be The debate then turned towards The roundtable was held as part SANIEEV AGGARWAL,management, we company whose culture was the discussed either before or later," the importance of quality and of The Economic Times ' and Senior Managing Director,
need to look at the frame- same as the other and democracy said Ashwani Windlass, Director , talented directors. Do we have the Amrop 's latest initiative to identify Helion Venture Partnerswork of risks - whether the on Board depends a lot on that; it Max India. Sometimes, it is just right pool of independent directors and award the most effective boards
Board is looking at it narrowly. also depends on the quality of the about power play. "It's the balance and is it enough? Perhaps not. "For of India, in partnershi p with processAlso, if future disruptions taking chair and the nature of in power that often determines an independent director one has to partner IiAS. Iri How do you build a
being considered when taking culture of innovation insuch decisions independence. Indian boards are where the power lies. My have the time to devote as he has to Process Partner an organisation and whatcomp lex as they have all sorts of experience has been diverse in this really sink in to be able to participate - can the Board do at thatSAURABH SRIVASTAVA, Co- nominees and many of them come regard; there have been Boards deeply in the governance of the level is a key issuefounder & Director, Indi- with some agenda. Offshore boards which were very democratic, while company," said Indrajit Banerjee, an -MANINDER SINGHan Angel Network are a little disciplined in that regard," few others not so much," said Siraj Independent , ,, JUNEJA,
MD & CEO, National Bulk© By and large © One should © In Boards of © We have seen © Creating a pool Handling Corporation
have the time to new economy com- that in consumermembers who of top qualitydevote and has to real) anies, you either die or and in tech industries we getcome from good back- Y P Y directors is a focus area for
sink in to be able to artici- take it to the to And as board pretty Young CEOs.ground know where to con- P P us. Building a pool of younger The role of he Chairmanve what. Sometimes, the pate deeply in the governance members we hel p them navigate However, getting them on board directors - below 50 - who areY Y in and how he/she leverages
may convey their thoughts after of a company. And to be able to inflection points which are some cases was a challenge as not just trophies. We are advis- x'_; - the Board isdo that you need to have he around capitalisation, strategy hEY got more involved than was going gor before the board meeting as Y ing clients to go for this new
well to avoid conflicts right people on Board and pace of growth required pool of directors the biggest challengegoing forward
ASHWANI WINDLASS, INDRAIIT BANERJEE, Inde- SANJEEV AGGARWAL, MANINDER SINGH JUNEJA, PREETY KUMAR, Managing -PREETY KUMAR,pendent Management Senior MD, Helion MD & CEO, National Bulk Managing PartnerDirector Max India Handling Corpora- Partner, Amrop India ,
Consultant Venture Partners Amrop Indiation
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