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: Analyze the performance of the Board of Directors in handling the complaints against Rakesh, the Managing Director of ABC Co. Ltd.
Answer & Explanation:
It has been stated that initially the Chairman had enquired into the matter personally and had found nothing improper. However, this seems more of an opinion rather than based on any detailed enquiry. Thereafter when another complaint was received, the Board simply refuted the matter citing it as "malicious and baseless". The approach of the board in rejecting the allegations as "malicious and baseless" without conducting any enquiry into the matter raises serious questions on its functioning. Instead of addressing the concerns raised the board tried to sweep the matter under the carpet. The board should have tried to reassure the stakeholders immediately by taking steps to conduct an investigation into the matter to set the matter right. A voluntary investigation carried on behalf of the board would have increased the reputation of the board. The board could then have taken steps to protect the interest of the company. Only when the matter went out of hand, the Board decided to institute an independent enquiry. Later it was found that Rakesh had not followed the dictum of law. Thus, overall the performance of the Board in handling the compliant against Rakesh doesn't seem satisfactory. The Board should have acted proactively in the interest of the stakeholders.
Topics: Corporate Governance
Related Questions in this Topic
- The National Foundation for Corporate Governance (NFCG) plays a significant role in promoting research and disseminating...
- What are the key provisions under the Companies Act, 2013, with respect to Board Evaluation?
- As a Company Secretary of LMN Ltd., you are tasked with drafting a Board Charter to address current governance challenge...
- You are a Corporate Governance professional engaged by PQR Ltd., a publicly listed company, to help review its corporate...
- CompliServe Solutions Limited is a public company adhering to the provisions of the Companies Act, 2013. As part of its ...