Wednesday, April 8, 2009

Ombudsman Mechanism for Company Independent Directors ( ID's)

With the recent Satyam scandal..the role of Independent Directors ( ID ) and thier value addition to Company and also justification of thier existance to protect the retail / minority stake holder interests.. are not so clear. The following are my thoughts what the Corporate World and also Min. of Company Affairs should start think and work with SEBI also to put a better frame work on the ROLES & RESPONSIBILITIES of the Independent Directors.

  1. Govt should restrict the Max number of Boards / Companys Independent Director Can represent to around 4-5 only instead 12.
  2. They should also modify the existing Corporate laws to increase the Min. No of days and also Min no of hours the ID on Single Board to 1000 hours or 3 months ( 90 to 100 working days). If the ID is not able to spend reasonable efforts in the company then HE does not add value to the company and also to the minority share holders. It is better not to have the ID in the board.
  3. Govt of India should create law to introduce the Ombudsman mechanism to resolve any Issues related to the ID's and thier Corporate Goverence responsibilities. So any share holder / stock holder to approach the Ombudsman and get proper support and help or information from them. Perhaps its time to create "India Corporate Directors Federation". An apex body to guide the directors.
  4. Also Govt should enact strong company laws to penalize the ID/Directors for thier faults, voilations and thier failures. probably debaring them 5 years to sit on any board in India.
  5. Govt should not decide the Independent Directors payement based on the number of sittings.. but perhaps based on the MEASURABLE Value he brings in to the company, No of hours and No of days he was involved in the Company operations.
  6. Govt also should consider minimum qualifications for the ID's and also should provide exceptions based on their track record and credentials.
  7. I feel Govt. should Propose a Management Audit Review on the ID's decision making and thier response etc in the Company Annual reports.

I think these things will happen over a period of time..

Let's help in shaping the better corporate world.

India needs..

Jai Ho

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