YES Bank board says Gogia lacks proven track record

It was felt that Gogia was considerably short on expertise in areas prescribed by the Reserve Bank of India

(Please see clarification at bottom)

YES Bank has rejected a proposal to appoint Shagun Kapur Gogia, daughter of the deceased co-founder of the lender, Ashok Kapur, on its board as she was not considered to have “a proven track record”, the minutes of the bank's nomination and governance committee meeting, held on June 27, showed.

In addition, it was felt Gogia was considerably short on expertise in areas prescribed by the Reserve Bank of India (RBI). Business Standard has reviewed the minutes of the meeting. “The committee considered/reviewed the application of Shagun Gogia purely based on merits, in the best interest of the bank and not based on any technical or legal aspects involving her nomination," the minutes said.

While the committee found Gogia met certain basic eligibility criteria like age and qualification, her experience and track record was not commensurate with the profile of directors of peer banks.

Gogia, a double major in economics and biology from Tufts University and an MBA from the Indian School of Business, founded an investment firm, Tuscan Ventures, in 2007. The firm focuses on private equity investments, offering strategic consultancy and incubating operating businesses, primarily in the logistics space in Asia.

She had also worked for three years in the corporate finance team at Rabo India Finance on mergers and acquisitions and private equity placements across various industries. Gogia also had a stint with private equity fund ICICI Ventures and was part of a team that closed five deals with a total equity investment of about $100 million (Rs 596 crore today).

“Her short experience in one of the start-ups was limited in the non-banking area and her experience in Rabo India Finance was at an entry level prior to her management qualification. The experience of Shagun Gogia in ICICI Ventures was at a mid-management level and Tuscan Ventures was only a closely held private family company,” the minutes said.

“As per Shagun Gogia’s resume, she had not handled any significant leadership or mentoring position in any organisation, nor handled a role involving policy formulation and implementation or providing strategic directions in a large and complex organisation,” it added.

The nomination and governance committee meeting was chaired by Radha Singh, a board member of YES Bank. Rana Kapoor, co-founder, managing director and chief executive officer of YES Bank, voluntarily recused himself when Gogia’s appointment was considered in the nominations and governance committee meetings and subsequently in the board meeting. YES Bank’s nomination and governance committee decided not to recommend the candidature of Gogia to the board for appointment as a director.

The board, however, decided to consider the collective views of all members before a conclusion.

“The members of the board felt the board decisions should not be driven by the emotions of a shareholder family or purported inter-se rights, if any... The views of other board members unanimously concurred with the recommendations of the nomination and governance committee and (the board) decided to reject the candidature of Shagun Gogia,” the minutes said.

Clarification

YES BANK has clarified that the headline of report on YES BANK, published on July 3 (Bank board says Gogia lacks proven track record), had "misleadingly and incorrectly" referred to the developments as a clash between promoters of the bank.