Services

Role and functions:

• Help bring an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments, and standards of conduct.
• Bring an objective view in the evaluation of the performance including the scrutiny of the performance of management in meeting the agreed goals.
• Satisfy on the integrity of financial information, financial controls and that the systems and processes followed on risk management are robust and defensible.
• Safeguard the interests of all stakeholders including the balancing act.
• Have a prime role in appointing senior management, and where necessary recommend removal of them based on performance assessments.
• Moderate and arbitrate in the interest of the company, in situations of conflict between management and shareholder’s interest.

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Undertake to:

• Take appropriate induction and regularly update and refresh the skills, knowledge, and familiarity with the company, its businesses, and its products / services.
• Keep well informed about the company and the external environment in which it operates and propose action plans to grow the business.
• To seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company to extend an informed decision and opinion.
• Strive to attend all meetings of the Board of Directors and of the Board committees if a member and participate constructively and actively in the meetings.
• Strive to attend the general meetings of the company.
• Where there are concerns about the running of the company or a proposed action, ensure that these are addressed by the board, and they are recorded in the minutes of the Board meeting.
• Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure that the same are in the interest of the company.
• Ascertain and ensure that the company has an adequate and functional vigil mechanism.
• Report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics.
• Act within the authority, assist in protecting the legitimate interests of the company, shareholders, and its employees.
• Not to disclose confidential information unless such disclosure is expressly approved by the Board or required by law.

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Shall conduct:

• Upholding ethical standards of integrity.
• Act objectively and constructively in the interest of the business.
• Devote sufficient time and attention.
• Balanced in decision making. Use independent judgement even when collective decisions are made.
• Assist the company in implementing the best corporate governance practices.

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In specifics, the following can be the additional list of deliverables as an independent director, making use of the understanding gained while acting as the KMP:

a) Drawing Strategy plans for medium- and long-term periods in consultation with the promoters and management team of the company.

b) Focus on short term business achievements that adds up to the strategic plan of actions through close follow up on annual budgeting and its performance evaluation. To be effective on implementation, can seek the course correction plans and its status on execution can be checked as part of board initiative.

c) Preparing companies for IPO & investment from institutional investors by providing professional guidance to follow all recent developments as mandated by SEBI / MCA. This can cover major requirements like the Non-Financial Reporting requirements as part of Annual Accounts made applicable for the listed entities in India besides the other new guidance on covering the upstream and downstream business partners’ disclosure requirements if they happen to be in the top 1,000 net worth listed entities in India. The cover to include ESG reporting as mandated by SEBI.

d) Guide to improve the standards of compliance as expected by institutional investors and as mandated by SEBI. Following the requirements of Antibribery Act is only one of the many new requirements. M&A transactions and investments will attract a whole new holistic approach of ensuring sustainable operations across function and this needs early internal workings under board supervision.

e) Mentoring the next generation business leaders.

f) To be in the board sub-committees like:
a. Risk management committee
b. Audit committee
c. Stakeholders relationship committee
d. CSR Committee
e. Sustainability and ESG Committee

g) Can provide guidance on M&A initiatives including the closing on deals and integration of business acquired.

h) Specific Initiates like:
a. Internal controls, financial compliance, strengthening delegation of authorities matrix and policy formulations with an objective to strengthen the financial discipline.
b. Deep dive into the internal audit reports and seek status of recommended action points for course corrections.
c. Cost reduction and or maximising the enterprise value.
d. ERP - optimising the efficiency of the installed facilities.
e. Optimising Insurance coverage Vs spend.

Creating value for the enterprise in a completely dispassionate manner.
Help company to improve its corporate credibility and governance.
Help bring an independent judgment.
Bring an objective view in the evaluation of the performance.
Safeguard the interests of all stakeholders including the balancing act.