Corporate governance: Towards a higher truth!

While the dust is still settling around the murky misdeeds of one promoter — and the valiant attempts of the government and Board have succeeded in allaying the fears of business continuity and the anguish of the employees of Satyam and the Indian IT sector to a large extent — it may be appropriate to undertake a clinical analysis of what could have gone wrong and the steps to be taken to restore stakeholder confidence in the industry.

Our industry has set many records for growth, quality and corporate governance in the country and the world and needs to continue on a pristine pure path as we climb bigger mountains in the journey towards full globalisation of services!

Let us look at a few indicators to a better future – the separation of the role of Chairman and CEO in world class organizations is one which has been the subject of much debate and the jury is still out on the need to make it mandatory while there is no argument on its desirability in any significant organization.

The role of audit committees and independent directors and the levels of responsibility as well as the limits to their accountability will come under greater scrutiny in future with the negative fallout likely to be a greater reluctance on the part of professionals and academicians of repute to participate on company boards and chair audit committees.

At a recent industry association conference, the only conclusion that could be reached was that independent directors must be paid enough for them to committed but not paid so much that they get involved in the management of the company.

One of the biggest concerns that the Satyam case has caused for corporate India is that there should be no knee-jerk responses like introduction of new audit processes and controls that will add further burden in quarterly reporting and audit processes.

Many firms in Indian IT which have been paragons of excellence in this area have already taken the lead in improving their levels of disclosure to the investing public and it is such practices that need to be adopted by all managements to reassure shareholders, customers and employees that the best practices are being put in place in the sector.

There are many initiatives that will be put in place in our own industry in the coming months to build confidence as well as capability in our management and employee base.

Extensive deployment of model codes of conduct for corporate ethics and values, awareness and skills training through a variety of methodologies and pedagogies and the creation of an enabling environment where the freedom to raise questions goes beyond any statutory whistle blower policy and Boards and managements see themselves as accountable for all their acts to every stakeholder of the firm.

(The author is Chairman of Nasscom and vice-chairman & CEO of Zensar Technologies)