Rakesh is the Managing Director of ABC Co. Ltd., a listed company having its registered office in Bangalore. In December, 2018 an allegation of the Managing Director's immediate family members and Alfa Co. Ltd. which got

CS Professional · Governance, Risk Management, Compliances and Ethics · PYQS · December 2020
Rakesh is the Managing Director of ABC Co. Ltd., a listed company having its registered office in Bangalore. In December, 2018 an allegation of the Managing Director's immediate family members and Alfa Co. Ltd. which got a ₹1,000 crore contract from ABC Co. Ltd. entering into a quid pro quo deal surfaced in the public domain. The matter was personally enquired by the Chairman of the Board of Directors and nothing improper was found. In March, 2019 another complaint from an anonymous "Whistle Blower" was received alleging non-adherence to code to conduct, conflict of interest and quid pro quo by the Managing Director while dealing "with certain customers." The allegations were refuted by the Board of Directors of ABC Co. Ltd. as "being malicious and baseless" but when the controversy started getting blown out of proportion the company stated in a regulatory filing that its Board had decided to institute an independent enquiry in the matter and pending such enquiry, the Managing Director had been asked to go on leave. The enquiry revealed that Rakesh did not make proper disclosure about his family links with the corporate customer to the Board. It also transpired that Rakesh gave scant respect to "conflict of interest and due disclosure or recusal requirements" while awarding contracts to Alfa Co. Ltd. with which his close family members had business interests. Upon the findings of the enquiry being made public, Rakesh resigned and the company stated that it will treat his resignation as "termination for cause" and will also stop payments of unpaid benefits due to him. In the background of the aforesaid case, answer the following questions: State the characteristics of an effective Board of Directors.

Answer & Explanation:

The role of the board of directors in a company is to provide entrepreneurial leadership to the company. An effective board defines the purpose and then sets a strategy to achieve it shapes its culture and the way it conducts its business. Following are the main characteristic of an effective board of directors: It should have a judicious mix of internal and independent directors with a variety of experience and core competence. The majority of the board of directors should be independent from the organization. It should have a set of required competencies articulated for the board and committees, and current board members should as a whole display the entire set of required competencies. It should have a board manual that articulates terms of reference for the board, board committees, individual directors, and the code of conduct? It should have a forward list of topics for the year. At least one member of the board should have extensive experience in the industry of the organization. Each director should get a comprehensive orientation on the business of the organization and meet key senior staff before the first board meeting. Directors should be offered continuing education in governance or a program of director certification. Each director should display a keen interest or passion in the undertaking of the organization. Directors should regularly attend both board and committee meetings. Directors should been couraged and supported when asking difficult or awkward questions of management. The Chairman should solicit views from each director specifically. The Chairman should ask board members to refrain from expressing their personal views at the outset of a discussion. The Chair should manage the timing of the board meetings to ensure there is sufficient time for discussion after each topic addressed by management. The board should regularly have outside experts to advice on specific topics. The board should have an in-camera meeting both before and after each board meeting. The board should retain an independent consultant to help evaluate director and board performance. At the beginning of a board meeting, the committee chairman should have an opportunity to summarize (verbally or in writing) the issues addressed and decisions taken at prior committee meetings. The board should have an effective system to provide board members with timely, relevant and reliable financial and strategic information about the organization. The board should review the risk identification and management system of the organization. The board should approve the business plan and major expenditures. The board should work with the CEO and senior staff to develop and review the strategic plan.

Topics: Corporate Governance

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