'Independent directors should be assertive, not overawed'

Be assertive, not get overawed by the company size or other personalities, know the industry, elicit answers when in doubt, do the home work before attending board meetings were some of the tips given by a seasoned chairman of several company boards to aspiring women directors here Saturday.

"Never be overawed by a company's size or other personalities in the board. Further one has to be assertive at the board meeting. Views expressed at the board meeting have to be supported by data and facts," said Ranjana Kumar, former chairman and managing director of Indian Bank.

Kumar who also headed NABARD, Canara Bank and a director in several corporate boards was addressing a Training Programme for Aspiring Women Directors, organised by Madras Chamber of Commerce and Industry (MCCI).

She told the gathering to remember that independent directors represent the shareholders.

Kumar also urged the aspirants to go through in detail not only the board meeting agenda papers, but also the minutes of previous board meeting.

Similarly in the case of any decision taken by the CEO coming up for board's ratification should be carefully looked into, she said, adding it would be better if the chairman of the board gives an update on those things that had happened between the earlier board meeting and the current one, to set the mood at ease.

"Sufficient time should be there for the board to deliberate on various matters. However these days board meetings end within two hours," Kumar said.

As the corporate policies are decided by the board, it should be seen that the policies are dynamic-subject to be changed based on the evolving situation- and not rigid, Kumar said.

She said only when the economy is on the downswing issues like corporate governance, corporate ethics are looked into, which incidentally should not be so.

Kumar said the two reasons for corporate failures are greed and excess leverage, but both should be balanced for a company's growth.

She said in most cases the slip in corporate governance is initiated by the promoters.