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Summary of eWIT session on ‘Demystifying Corporate Board’ held on 9th January, 2018 at Boat Club


As you climb the corporate ladder, you aspire to be part of the Corporate Board....The Board of Directors manage the Organization's Top Level of Survival and it is very important to understand the nuances of being a Director in a company.

It was a quite enriching session conducted by EWIT inviting Aspiring Women Leaders who want to take up positions in Boards with an eminent panelists providing a Bird’s eye view of

a) Board and its constitution, various sub committees and their R&R
b) Responsibilities of an independent director and practical examples
c) Responsibilities of an executive director
d) An external perspective from a statutory auditor stand point- Legal as well as regulatory requirements

It was a privilege to all of us who attended the session for the interactive and insightful details shared by the eminent panelists that included

1. Independent director: Mr. N. Kumar - Vice Chairman, Sanmar Group
2. Executive Director: Ms. Neeta Revankar - CFO and member of the Board of Directors, Sasken Technologies
3. Company Secretary: Ms. Sujatha - Company Secretary, Cholamandalam Investment & Finance
4. Statutory Auditor: Mr. Ravi Veeraraghavan - Partner, Deloitte

Key Takeaways from the Session:

Responsibilities include:

1. Managing the Organization Performance 2. Management interactions with due diligence 3. Competency of networking and engaging connections 4. Maintaining relations and compliance 5. Ensuring longevity of the organization 6. Drafting the succession plan 7. Financial and commercial acumen

Skills Required:

A good Director should have the skills that including Business acumen, understanding the industry, nature of business and having independence of authority, good judgment skills, ability to speak your mind, focus on networking, good and efficient communication skills and an urge for continuous learning and staying bereft of the current affairs

Key things to do before joining as a Director

It is important to understand the company's public perception, financial performance, governance reporting and very important meeting the founders, other members of the Board, auditors and top level management executives to understand the company. Passion about the company's nature of business and industry would be an added advantage. You should walk the talk and have strong sense of significant governance, compliance responsibility and network effectively. Above all, don't mess up with your day jobs.

Roles and Responsibilities of Committees

Ms. Sujatha gave a detailed view of various committees that change the mode of governance. She referred to Harischandra Committee, CII introducing voluntary governance in 1991 and the need to understanding the changing perceptions and current affairs with each committee and its reports from a legal stand point. Evolution of committees is key for governance, regulatory requirements, better management, expertise, understanding risk management, contribution to Corporate Social Responsibility, coordination and recommendations

The various types of committees include Audit Committee, Nomination and Remuneration committee, stakeholders relationship committee, CSR etc.

The core functions of these committees include Competency, fraud management, discipline, handling sexual harassment issues and POSH etc.

Ceremonial, Liberated and Progressive Directors - An insight from Mr. N. Kumar

Mr. Kumar explained the need for the Directors to be logical and have quality process as DNA of the company. They should be ready for good practices and governance, voices need to be heard, ability to detect fraud early, follow ethical practices, focus on continuous improvements and understanding the intricacies of the role, appreciate solutions to the problems and issues to address, have control on the check and balances and risk management. Independent Directors also need to interpret the mandate and be catalysts who can help management and contribute with a state of business mind.

Should help with the mergers and acquisitions with the industry expertise gained over the years of experience. Directors should take liability to manage frauds, process of setting and knowledge to enrich their contribution to the companies.

Driving from Cockpit - Mr Ravi Veeraraghavan ...

emphasized on the need for creating value by understand few key contributions to Contracts, Legal and Compliance, statutory requirements, conflict management and keep up the TRUST word. Focus on cyber security in this digital era, having a good code of conduct, tab on POSH, tax policy, strategy, Capital Resources and Plans, Retaining KMPs (Key Management Positions), Transfer pricing, Board competence, COSO (Committee of Sponsoring Organizations of the Treadway Commission ) framework, anti-corruptions steps, understanding the tone at the top. Less is more. Keep an eye on whistle blowing, understanding the legal cases, data analytic, self-assessment, reporting to shareholders, deep dives, audits - both internal and external and industry insights.

Evaluation of Board- A Mandate

Zero-tolerance areas to be identified and gained a strong hold on. The need to understand the audit findings, having discussion committees, compliance and cyber security, risk mitigation plan in place, questions to be raised on the financial statements, identifying the warning signs there by paving way for Risk Intelligent Compliance gives companies a competitive advantages through its directors


There can be no literal conclusion to this discussion on what takes to be a good Director of a company, however, as we interpret and understand the nuances of being a Board Member will enrich our contribution as a Director - either independent or otherwise. It provides a logical sense of understanding, an equitable interpretation of the needs of company and its business and also provides a sense of learning and satisfaction to the Directors.

Breaking the glass-ceiling and climbing the corporate ladder for women leaders have always been a challenge, thought this stereotype has been broken by various women already. However, the numbers are still less and it is necessary to bring in the glorified intuitive management skills of women to the Corporate Boards to make it more meaningful and successful.

Thanks to EWIT Chennai for this wonderful and enriching session....Inspiring!

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