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A Report on Bengaluru Regional: Evolving Role of Independent Directors and Startup Governance
The Institute of Directors (IOD), Bengaluru Region, successfully organised its Regional Conclave on 13 June 2026 at Hotel Royal Orchid, Bengaluru, bringing together directors, industry leaders, governance professionals, entrepreneurs, and business executives for a day of insightful discussions on corporate governance, board accountability, financial oversight, and start-up leadership. The conclave focused on the evolving role of Independent Directors, governance challenges in family businesses, financial stewardship, and the importance of embedding governance practices within startup ecosystems.
PLENARY SESSION – I
OPENING SESSION
The 'Welcome Address' was delivered by:
Mr. Chakravarthi Mohan, IAS (Retd.)
Honorary Chairman
Institute of Directors (IOD), Bengaluru Region
Mr. Mohan provided valuable insights on the evolution of Indian boardrooms, highlighting the shift from family-led governance to a more structured and accountable boards driven by regulatory reforms. He emphasised the growing importance of independent directors, strategic oversight, ESG considerations, and digital transformation in shaping modern governance practices.
The 'Special Address' was delivered by:
Mr. Anand Sri Ganesh
CEO – NSRCEL
IIM Bangalore
Mr. Ganesh delivered an insightful address on the startup ecosystem, highlighting how incubators such as NSRCEL nurture innovation, support entrepreneurs, and help navigate growth challenges. Drawing on practical examples, he showcased the impact of NSRCEL in fostering Bengaluru's vibrant startup landscape and also emphasised the importance of integrating innovation, technology, and governance, while offering valuable guidance to independent directors on the key questions they should ask startup management teams. His address also underscored the significance of good governance through contemporary corporate case studies, providing participants with meaningful perspectives on effective startup governance and board oversight.
The 'Special Address' was presented by:
Mr. R. G. Rajan
Honorary Zonal Director Institute of Directors (IOD), South Region
Mr. Rajan highlighted both, the opportunities and challenges inherent in family-run enterprises, emphasising the importance of strong corporate governance, succession planning, professional management, and the contribution of independent directors in ensuring longterm sustainability. Drawing on examples from leading Indian business families, he illustrated how effective succession planning can shape the future of an enterprise. His address was aptly summed up by the observation: “The first generation builds, the second generation expands, and the third generation must institutionalize.”
The 'Keynote Address' was delivered by:
Mr. T R Parasuraman
Chair Professor
SRM Institute of Science and Technology, Chennai
Mr. Parasuraman hosted an engaging and thoughtprovoking session on the evolving role of independent directors and the broader principles of corporate governance. He introduced the audience with the Japanese principle of Genchi Genbutsu (“go and see”), encouraging directors to seek first-hand understanding of issues rather than relying solely on reports. Stressing that sustainable organisational success is rooted in human development, he urged boards to balance the interests of all stakeholders while ensuring safety, compliance, CSR responsibility, and long-term sustainability.
PLENARY SESSION – II
Board Room Accountability: Evolving Role of Independent Directors
The Session had the following distinguished speakers:
1. Mr. Sriharsha Narasimhan
Technology Strategist,
Advisor - GCC Strategy (GBITCIA) and, Independent Director
2. Mr. Ganapathi Subramanian Akshayan
Practice Head - Guidewire and Insuretech, and Independent Director, BlitzenX Solutions
3. Mr. V Ramachandran
Adjunct Faculty, IIMB & IIMK,
Executive Coach, ICF Credentialed, and Independent Directors – Konkan Speciality Poly Products Private Limited & Willian Penn Private Limited.
Mr. Narasimhan highlighted that compliance extends beyond sector-specific regulations and requires a broader understanding of laws such as the IT Act, RBI regulations, SEBI requirements, and data privacy obligations. Referring to the landmark Justice K.S. Puttaswamy case, he underscored the growing significance of data privacy in boardroom decision-making.
Mr. Akshayan stressed the role of Independent Directors in shaping organisational culture and promoting best practices. He emphasised the importance of understanding an organisation's culture, conducting thorough due-diligence before joining a board, and continuously engaging with management to drive sustainable governance standards.
Mr. Ramachandran shared practical guidance on effective board leadership, observing that an Independent Director's role extends beyond oversight to asking probing questions, challenging assumptions, exercising sound judgment, and supporting informed decisionmaking. As he aptly noted, that an Independent Director shall think, ask questions, challenge decisions, make judgments, help in decision-making, and promote governance mechanisms.
This was followed by an engaging Q&A session.
PLENARY SESSION – III
Board Perspectives on Financial Governance: Balancing Growth & Compliances
The Session had the following distinguished speakers:
1. CS Sheela Arvind
Company Secretary – M/s. Sheela Arvind & Co, and Independent Director, Pasari Group and Avana Electrosystems Limited
2. Mr. Dharmendra Chatur
Partner
Poovayya Advocates and Solicitors
Ms. Arvind provided practical guidance on ensuring that dissent is formally documented, reinforcing the importance of accountability and transparency. The discussion also underscored the significance of financial literacy and vigilance, particularly within Audit Committees. Emphasising diligence in reviewing financial statements, Ms. Arvind remarked that directors must scrutinise information with utmost care and attention to detail.
Mr. Chatur highlighted those failures in financial governance often arise from negligence, lack of oversight, or inadequate support systems. He encouraged Independent Directors to remain alert, engaged, and responsible in discharging their duties, noting that “Presence of mind requires presence,” a reminder that effective governance begins with attentiveness and active participation.
This was followed by an engaging Q&A session.
PLENARY SESSION – IV
Startup Governance: Culture Compliance & Leadership in Startups
The Session had the following distinguished speakers:
1. Mr. Prasanna Bedi
Managing Partner & Company Secretary
Bedi and Sons Corporate Solutions LLP
2. Mr. Ratnakar Bade
Senior Vice President
Zepto Resilience Team
Mr. Bedi, aptly remarked that Governance is not a luxury, but the first and foremost item on the checklist for any company. He highlighted that compliance should not be viewed as a burden, but as a strategic enabler that builds trust, credibility, and long-term resilience. He further underscored the importance of values-driven leadership, ethical decision-making, and proactive risk management.
Mr. Bade explored the critical role of culture, compliance, and responsible leadership in shaping successful startups. Challenging the common perception that governance is a concern only for mature organisations, the panellists emphasised that good governance must be embedded from the very beginning of a startup's journey. He also highlighted that startups can greatly benefit from having experienced board members who can identify potential gaps, guide founders through regulatory complexities, and strengthen governance frameworks as the organisation scales.
PLENARY SESSION – V
Closing Address & Vote of Thanks
The 'Closing Address & Vote of Thanks' was presented by:
Ms. Alokha Mendens
Regional Manager
Institute of Directors (IOD), Bengaluru Region
Ms. Mendens expressed her sincere appreciation to the distinguished speakers, panellists, and delegates for their valuable contributions and active participation in the conclave. She thanked the speakers for sharing their insights on governance, leadership, and organisational excellence, which enriched the discussions and provided meaningful takeaways for the audience. She also acknowledged the efforts of the organizing team and all those who contributed to the successful conduct of the programme, making the event both engaging and impactful.
The Institute of Directors (IOD), Bengaluru Region expresses its sincere gratitude to its valued partners:
Our Gold Partner:
Karnataka Renewable Energy Development Limited
Our Bronze Partner:
Poovayya Advocates and Solicitors
Our Associate Partners:
1. JNK India Limited
2. Karnataka Soap and Detergents Limited
This report has been compiled by:
Institute of Directors (IOD)
Bengaluru Region
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Institute of Directors (IOD) is an apex national association of Corporate Directors under the India's 'Societies Registration Act XXI of 1860'. Currently it is associated with over 31,000 senior executives from Govt, PSU and Private organizations of India and abroad.
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Disclaimer: The opinions expressed in the articles/ stories are the personal opinions of the author. IOD/ Editor is not responsible for the accuracy, completeness, suitability, or validity of any information in those articles. The information, facts or opinions expressed in the articles/ speeches do not reflect the views of IOD/ Editor and IOD/ Editor does not assume any responsibility or liability for the same.
