A Report on 2024 IOD National Convention on the Board

The Institute of Directors (IOD), India, organised the National Convention on the Board on April 27, 2024, in Hotel ITC Grand Chola, Chennai. The theme of the convention was 'Strategising the Board's priority in improving the quality of Corporate Governance and Fostering Inclusive Growth'. The national event witnessed participation from around 250 delegates, comprising government officials, business leaders, board members, directors, industry and board experts, policymakers and academia. The program started with the lighting of the lamp and a rendition of the Tamil- Thai Vazhthu (national state anthem of Tamil Nadu).

The 'Welcome Address' was delivered by:

Mr. G. Srinivasan
Honorary Chairman Institute of Directors - Chennai
former CMD, The New India Assurance Co. Ltd.

Mr. Srinivasan highlighted the essentials of strategising the board's priorities to improve the quality of corporate governance and foster inclusive growth. He emphasized that the present-day focus is rightly centered on corporate governance, which has gained significant importance in recent years. He explained that corporate governance refers to how well a company is managed to protect the interests of its stakeholders and ensure accountability. Analyzing recent corporate disasters reveals a common thread of poor corporate governance.

The 'Special Address' was delivered by:

Mr. A. Viswanathan
President
Delphi TVS Technologies

Mr. Viswanathan highlighted key factors affecting corporate governance, including institutional participation in India, the rise of proxy advisory firms, patient capital from long-term investors, increased volatility in capital markets affecting governance focus, heightened business uncertainty, emphasis on due diligence especially in supply chains and cyber security, concerns about data privacy and AI challenges, and the importance of human capital and succession planning for boards. He also touched upon some of the important aspects of a boardroom strategy.

The 'Chief Guest Address' was delivered by:

Mr. Hans Raj Verma, IAS
Additional Chief Secretary
CMD, Tamil Nadu Industrial Investment Corporation (TIIC)

Mr. Verma focused on various sustainability issues relating to successful boards. He emphasised the crucial role of directors and institutions in navigating the global landscape and positioning India as a developed country. He said that collaborative partnerships and collective wisdom across stakeholders are needed for negotiating challenges like sustainability, climate change, ESG risks, cyber security, and geopolitics. He also shared takeaways from his tenure as CEO of the Tamil Nadu Industrial Investment Corporation.

Plenary Session - II - The Evolving Trends in Corporate Governance and Future Outlook

The Session was chaired by:

Mr. Srinivasan Sathyamoorthy IA&AS (Retd.)
Advisor
TIW Capital Group

Mr. Sathyamoorthy discussed the growing significance of governance in today's financial landscape, driven by increased institutional participation, influence from proxy advisory firms, rise of patient capital, heightened market volatility, and increased board discussions on various critical aspects including due diligence, cyber security and human capital.

The distinguished speakers of the Session were:

1. Mr. Suresh Sambandam
Founder & Chief Executive Officer
Kissflow Inc.

2. Mr. Rajiv Gupta
President
PB Fintech Ltd.

3. CA (Ms.) Sripriya Kumar
CCM & Chairperson, Corporate Laws &
Corporate Governance Committee Institute of Chartered Accountants of India

4. Mr. Thakur Pherwani
Chief Sustainability Officer
TVS Motor Company Ltd.

Mr. Sambandam delved into the evolving trends in corporate governance, focusing on balancing shareholder value, and social responsibilities. He elaborated on Tamil Nadu's phenomenal GDP contribution and the state's economic growth through sectors like natural resources, agriculture, industry, and knowledge. He highlighted 'happiness' as a central aspect linked to economic growth, education, and infrastructure, framing these factors as pillars for societal progress and inclusive growth.

Mr. Gupta highlighted the importance of corporate governance for achieving company vision. He cited various examples of how poor governance led to corporate failure. He emphasized the importance of stakeholder engagement including diversity and inclusion, and also addressed the challenges posed by digital transformation and ESG integration in the evolving corporate governance landscape.

CA (Ms.) Kumar highlighted the increasing representation of women in chartered accountancy. She also discussed the evolution of corporate governance in India which happened through phases emphasizing on governance and risk management. She pointed out the current boardroom themes like digital transformation, cyber security, and ESG compliance and stressing on the imperative of aligning with stakeholder expectations for enduring business success.

Mr. Pherwani covered key points which included leveraging environmental equity for economic benefits. He emphasized on governance and ESG integration, discussing sustainability's inside-out and outside-in views. He addressed risks related to climate change and geopolitical crises, integrating sustainability as a business strategy, focusing on environmental and social equity alongside economic prosperity, and transforming into a mobility solutions provider through innovation, technology, and environmental harmony, all while maintaining social responsibility and quality of life initiatives taken by TVS Motor since 1996.

This was followed by an interactive Q&A Session with the Audience.

PLENARY SESSION III - The Role of Independent Directors in Strengthening Corporate Governance to attract Investors and ensure Investment

The Session was chaired by:

Mr. Ram Ramasundaram, IAS (Retd.)
Advisor
Ngaz Energy, Indian Council for Circular Economy and Yosaney Fintech

The distinguished speakers of the Session were:

1. Dr. T. G. Vinay, IAS
Managing Director Chennai Metropolitan Water Supply and Sewerage Board (CMWSSB)

2. Mr. Gopal Mahadevan
Whole Time Director & Chief Financial Officer Ashok Leyland Ltd.

3. Prof. Chandrasekaran N.
Professor, IFMR Graduate School of Business, KREA University
Independent Director, Take Solutions Ltd.

4. Mr. Ranganath N. Krishna
Independent Director in Multiple Organisations former MD & CEO, Grundfos Pumps India Pvt. Ltd.

Mr. Ramasundaram highlighted the importance and challenges of independent directors in listed companies, the need for amendments regarding age limits and women independent directors, the role of commissions and maintaining independence, and recent regulations and fines imposed on independent directors for commission-related issues, emphasizing the ongoing changes and challenges in corporate governance practices.

Dr. Vinay highlighted the significance of CMWSSB's desalination plant and initiatives taken for the use of treated water. He also discussed CMWSSB's board's structure, governance framework, and responsibilities in water supply and sewage management. He further explained the financial aspects, regulatory powers, unique tax-sharing privileges, and challenges due to the city's terrain and reliance on seasonal rainfall for reservoir replenishment. He underscored the board's critical role in ensuring equitable water supply and sewage treatment in Chennai.

Mr. Mahadevan discussed the importance of governance in attracting investments and highlighted the distinction between governance for public and private limited companies. He strongly emphasized the critical role of governance regardless of the number of investors, the need for active and independent directors, and the multifaceted responsibilities they have in ensuring transparency, compliance, risk management, talent pipeline, strategy, capital investment, and performance evaluation, all essential for maintaining credibility with stakeholders and sustaining business growth.

Prof. Chandrasekaran discussed the challenges and responsibilities of independent directors, including understanding financial analysis, collecting intelligence about the company, knowing the business, questioning the flow of capital in mature companies, assessing growth strategies and numbers in growth-focused companies, guiding companies in resurgence, emphasizing communication and active involvement in board decisions, especially regarding investment decisions and related party transactions.

Mr. Krishna highlighted the role of independent directors in enhancing corporate governance. He said that Independent Directors are conscience keepers of the board and management. He discussed challenges in navigating legal complexities and emphasized on the importance of selecting capable directors, fostering transparency, upholding ethical standards, bringing diverse expertise to the table, and adapting to evolving issues while actively monitoring board performance and progress.

This was followed by an interactive Q&A Session with the Audience.

PLENARY SESSION IV – Strategies to Strengthen Momentum towards Diverse and Inclusive Boards

The distinguished speakers of the Session were:

1. Mr. R. Ambalavanan, IA&AS
Chairman & Managing Director
Tamil Nadu Power Finance and Infrastructure Development Corporation Ltd. (TNPFC)

2. Ms. Bhavani Balasubramanian
Independent Director, Chief Strategist –
Diversity Evaluation
Avtar Group

Mr. Ambalavanan outlined the critical role of corporate governance in fostering ethical business practices, financial viability, and productivity, using the TNPFC as an example of adopting a comprehensive approach for stakeholder interests. He also emphasised the importance of diverse and socially inclusive boards with expertise in ESG parameters, ethical responsibilities in director appointments, and the role of committees like audit, CSR, and risk management. He narrated the significance of continuous learning and skill enhancement for effective corporate governance and public trust in the company.

Ms. Balasubramanian highlighted the importance of diversity and inclusion in board agendas, the challenges in actual implementation, the impact of diverse boards on decision-making and innovation, the current state of board diversity focusing on gender, social, and professional diversity, strategies to enhance board diversity, and the role of boards in promoting inclusion. She also emphasized the need for a board diversity policy, strategic planning, diversity training, collaboration with diverse organizations, and the role of leadership in fostering inclusion. Additionally, she also discussed human capital management, market shifts, data privacy, trust in corporate governance, shareholder capitalism, talent retention, and the role of boards in human capital strategy, governance, information, and communication.

This was followed by an interactive Q&A Session with the Audience.

IOD is especially grateful to its Event Partners of the conference.

Gold Partner: TVS Motors

Bronze Partners:
1. Policy Bazaar
2. Tamil Nadu Newsprint and Papers Limited (TNPL)
3. Chennai Metropolitan Water Supply and Sewerage Board (CMWSSB)
4. Tamil Nadu Tourism Development Corporation (TTDC)
5. Tamil Nadu Power Finance and Infrastructure Development Corporation Ltd. (TNPFC)

Supporting Partners:
1. Tamil Nadu Industrial Investment Corporation (TIIC
2. Timelinks
3. Arasu Rubber Corporation Limited
4. Tamil Nadu Handicrafts Development Corporation (TNHDC)
5. Tamil Nadu Maritime Board
6. Tamil Nadu Department of Handlooms

Nutrition Partner: Nestle

Media Partner: The Hindu

The event culminated with the playing of the National Anthem followed by distribution of 'Nestle Goodies' to all the delegates.

This report is compiled by:

Dr. Sundari Suresh
Regional Manager – Chennai
Institute of Directors