A Boardroom With A View: Redefining Corporate Governance Perspectives

Recent strains within many corporate boardrooms in India have reignited the debate surrounding the necessity of board refresh. Common recommendations continue to surface, including the need for boards to introduce new skills, diversify into new areas, increase transparency, and tighten oversight mechanisms. Although these stakeholder expectations are well-established, structural rigidities still engender strains and conflicts. Unless the board changes how it thinks, challenges management, shapes its value system, and prepares for the future, a refreshed board can simply reproduce old patterns with new faces.

Clearly, when rigid assumptions are challenged and right questions are asked, Boardrooms can create better governance. Towards this renewal, this is high time boards take a strategic and forward-looking view on key facets of corporate governance.

Disclosure: A Marker of Transparency

Disclosures, under company law, are critical as they reduce information asymmetry, stop conflict of interest, protect investors, and build trust between a company and the public. Yet, despite Companies Act,2013 (Section 134) requirements, and SEBI LODR Regulations 2015 on disclosures, the issues of conflict of interest and related party transactions keep on surfacing, and become vectors for corporate governance failures.

Non-disclosure of material information by a director or the board can create mutual mistrust within the board, apart from attracting negative attention or penalty by the regulator. Recently, Coforge stock tumbled significantly on the news on reported non-disclosure by its chairman with regard to board evaluation findings. Earlier, in HDFC Bank, the abrupt exit of the-then chairman highlighted a classic information asymmetry in corporate governance.

Disclosures are markers of transparency, and acts like a sunlight. The Board or its members should voluntarily and proactively disclose information, if any. Boards must create a governance culture wherein non-disclosures of material facts by the management, directors or board, find zero-tolerance. Apart from empowering the Audit Committee of Board (ACB), one important step that needs to be taken is to establish a robust, fear-free whistleblower/vigil mechanism to strengthen internal boardroom architecture.

Willingness to disclose should be captured in board evaluation. SEBI's framework already provides for evaluation of the board, its committees, the Chairperson and individual directors. This includes review of the quality, quantity and timeliness of information flowing between management and the board. IDs are also required to meet without management and non-independent directors at least once a year.

Yet, Boards generally view evaluation just as another annual report disclosure. The real value the evaluation lies beyond the regulatory requirement. Evaluation should identify not only whether directors are performing their current roles, but whether the collective board remains fit for the company's future. A meaningful evaluation, for instance, should identify where board discussions are becoming routine, which strategic issues are receiving insufficient attention, or whether directors are challenging management adequately and constructively. The Coforge case, mentioned above, shows the tardiness or shallowness of the board evaluation process in India. Boards must take a positive call on not only implementing Board evaluation but also put ratings of directors on its website.

Succession & Ownership

Human capital is often treated as a management responsibility. Yet, leadership capability, succession, culture, critical skills and organizational resilience can significantly affect long-term business performance. Boards, therefore, must put human capital and succession on the regular agenda.

Succession planning should not become visible only when a CEO or CXO resigns. Boards should ask whether the company has a credible succession pipeline, or has critical talent reliance. Leadership continuity should be a priority for Nomination and Remuneration Committees (NRCs), and must not depend on an emergency. Developing leaders, therefore, should form an integral part of succession planning.

India's corporate landscape has a strong promoter and family-business presence. This is not inherently a governance infirmity. Promoter-led businesses have created some of India's most successful institutions. The governance challenge arises when ownership, management and board oversight get enmeshed.

As businesses move from one generation to another, governance becomes increasingly important. Family governance mechanisms can help address family matters, ownership expectations and long-term wealth considerations. The board, meanwhile, should remain focused on strategy, risk, performance, leadership, succession and stakeholder interests. Professionalizing governance of promoter-led companies does not mean incapacitating the promoter. It means creating structures that allow the institution to outlast individual personalities. Interestingly, there is another side to this aspect. As Shri M Damodaran, the former SEBI Chief, and an ardent advocate on corporate governance, observes “there are ‘professional Chairpersons’ who treat the company, and consequently the Board, as their personal fiefdoms”. This, he adds, leads to the unhappy conclusion that a ‘professional led’ company is not necessarily a ‘professionally led” company.

Social Commitments

BRSR (Business Responsibility and Sustainability Reporting) Code has already moved the conversation towards more standardized and assured sustainability information. SEBI's framework also introduced value-chain ESG disclosures covering upstream and downstream partners. In March 2025, SEBI subsequently made these value-chain disclosures voluntary from FY25-26, giving companies flexibility.

Yet, ESG remains an area which requires a shift in board thinking. Even now, there is considerable confusion between CSR and ESG. CSR is a statutory requirement under Section 135 of the Companies Act for qualifying companies. With a broader scope, ESG concerns how environmental, social and governance factors affect the company's strategy, risks, operations, reputation, resilience and long-term value. A company can spend its CSR allocation responsibly and still have serious ESG shortcomings. This means ESG cannot remain primarily a communications or sustainability related issue. It requires a close board-level oversight.

Indian Boards also need to abandon legacy mindset. Age, experience, and institutional memory carry a premium. No surprise, the average age of independent directors (IDs) in India’s top 200 companies is 64.1 years.

Given the country’s demographic profile, prevalence of digital native Indians, and vibrant start-up ecosystem, it’s time young professionals get a place at the high table. Young people can spot opportunity early and deliver tech-aided solutions that become profitable business. With AI accelerating the pace of business disruption, and offering additional management bandwidth out of a box, funnel for youth, especially in tech start-ups must be widened soon. A fresh boardroom talent, and its early exposure to corporate governance can address both generational and gender diversity.

It is heartening to note that recently Joint Parliamentary Committee (JPC), examining the Corporate Laws (Amendment) Bill 2026, has recommended lowering of the minimum age for appointment as a Managing Director (MD) or Whole-Time-Director (WTD) from 21 years to 18 years. Boards must now shed their bias toward age or seniority, and welcome younger voices into the boardroom.

Training & Mentorship

Training to board members has not received due attention or priority. At times, there is a perception that the heavy weights in the boardroom are too experienced or perfect needing no training. But, in the knowledge economy, the ever-emergence of new knowledge or technology can create capability gaps, and hence demand continuous knowledge upgradation of the directors. Often, many corporate shenanigans occur due to the absence of appreciation of complex issues of finance, technology or risk on the part of board directors. The recent financial IndusInd Bank case showed how the Board reportedly remained unaware for long about the treasury back office posting manual entries for years to hide trading desk losses in treasury operations. Now, Boards should not only train/sensitize directors on the modus operandi usually adopted in areas like credit, risk, and treasury to mask financial losses, but also on adoption of AI in data analysis.

On the other hand, with changing times, and evolving board culture, IDs’ role need expansion. Instead of traditional, hands-off oversight, and passive corporate watchdogs, many progressive boards   structure their corporate governance to ensure extensive, personalized "hand-holding" between their elite Independent Directors and senior management teams. For instance, Godrej group, as part of their board-coaching model, organize strategic retreats where IDs huddle directly with 50 to 60 senior managers. Such huddles serve as the launchpad for year-round coaching and mentorship, where IDs act as direct sounding boards for operational executives. The collaborative framework bridges the gap between governance and execution, ensuring that management receives expert mentorship while directors gain deep, transparent visibility into the company's daily operations.

Together, Board Members Can!

To reboot and perfect board room architecture, boards now need to focus heavily on forward-looking, strategic value creation rather than getting bogged down in routine compliances. To paraphrase a dialogue in the film “Rang De Basanti” in the context of a country, it may also well be said that koi bhi board perfect nahi hota, usse perfect banana padta hai (No board is perfect, board members have to make it perfect).

Over to the Boards!

Disclaimer: Ram Krishna Sinha is a former banking executive with over three decades of leadership experience. He currently serves as an independent director on public company boards. An advocate of workplace excellence, he is the author of X Factor @Workplace and contributes as an opinion columnist to CEOWORLD magazine. Views expressed are personal.