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Independent directors' club has 15 crorepati members

Abhineet Kumar  |  Mumbai 

David B Yoffie, a professor of international business administration at Harvard Business School, is the author of Judo Strategy, a management bestseller that drills home the ultimate principle of corporate strategy: Maximise impact while minimising efforts. Yoffie has another claim to fame. He is the highest-paid independent director in a single Indian company. Bangalore-headquartered Mindtree pays him Rs 1.44 crore a year.

However, Yoffie is fourth in the overall list of 15 crorepati independent directors, as he doesn't sit on the board of any other Indian company.

The top place goes to well-known economist Omkar Goswami, an independent director in eight companies, including Infosys and Dr Reddy's Labs, who earned Rs 2.8 crore in 2012-13.

Other crorepati independent directors
  • Percy K Shroff
  • Rajesh V Shah
  • Akihiro Watanabe
  • Venkatraman Thyagarajan
  • Ron Sommer

The second-most sought-after independent director is Aman Mehta, who retired from HSBC in 2003 after spending about 36 years at the global bank in different parts of the world. Mehta is a director in six Tata Consultancy Services alone accounts for Rs 1.36 crore of his total earnings of Rs 1.98 crore in 2012-13, according to data available with financial service firm Capitaline.

Economist Vijay Kelkar, who served in prominent government positions like those of finance secretary and petroleum secretary, is the third-highest-paid independent director, with a total remuneration of Rs 1.49 crore for his role as non-executive director on the boards of TCS, Lupin, JSW Steel, JM Financial and Tata Chemicals.

Interestingly, Wadia Group Chairman Nusli Wadia is ninth on the list, earning Rs 1.05 crore, from his independent directorships at three Tata group - Tata Steel, Tata Motors and Tata Chemicals.

Apart from Yoffie, there is one more foreigner on the list. Anthony Wild, who holds a PhD in Physical Chemistry from the University of Cambridge, rakes in Rs 1.02 crore for being independent director at just one Indian company, Ranbaxy Laboratories. Of course, Wild is a board member of several privately-owned specialty pharmaceutical and biotechnology globally.

"In India, companies give experience more importance while appointing independent directors," says Shriram Subramanian, founder & managing director, InGovern Research Services, an independent corporate governance firm. "This is the reason why most of these independent directors serve across multiple boards and their average age is much more than the non-independent directors. In fact, a majority of the independent directors is aged more than 60 years," says Subramanian.

Most consultants agree they deserve every penny they get. "While looking for independent directors, companies look for familiarity with laws and regulations and, often, strong commercial and domain knowledge," says Ketan Dalal, joint tax leader, PwC India, adding the remuneration that a company pays its independent directors depends on a variety of factors, such as seniority and stature of a director and a company's expectations in terms of inputs," says Dalal.

But hefty fees paid to independent directors alone cannot ensure high level of corporate governance. Looking at a broad-based trend, InGovern believes many companies hire partners of reputed law firms as independent directors because they have thorough understanding of the legal environment under which a company operates. Some of these companies also receive professional services from the legal firms of the independent directors. This, however, can raise conflict of interests.

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First Published: Wed, February 05 2014. 00:58 IST