The Institute of Directors (IOD), India, organized the ‘Member's Meet’ on January 10, 2025, at the India Habitat Centre, New Delhi. The event, themed 'Latest Trends in Corporate Governance and the Evolving Role of Independent Directors,' attracted a distinguished audience of around 150 participants, including industry leaders, board members, policymakers, and IOD Members. The theme emphasized the critical role Independent Directors play in enhancing strategic decision-making and driving sustainable growth within the corporate landscape. The Member's Meet served as a prominent forum for thought leadership, fostering robust discussions and providing numerous networking opportunities.

As the first IOD event of 2025, the gathering provided a valuable platform for members to reconnect, exchange perspectives, and set the tone for the year ahead, reinforcing IOD's unwavering commitment to advancing corporate governance excellence. The event's success, reflected in the positive feedback from attendees, underscores its significance as a hub for innovation, collaboration, and leadership in corporate governance. The IOD remains committed to continuing these efforts, furthering its mission to shape the future of governance in India.

The 'Welcome Address' was delivered by:

Lt. Gen. Surinder Nath, PVSM, AVSM (Retd.)
President, Institute of Directors
Ex-Chairman, UPSC & Ex-Vice Chief of Army Staff
former Independent Director, L&T Board

Lt. Gen. Nath welcomed all the distinguished guests and participants. He spoke about the evolving role and changing dynamics of Independent Directors (IDs), highlighting the importance of networking and visibility for aspiring IDs. He encouraged them to actively participate in panel sessions related to their areas of expertise to showcase their knowledge. He also emphasized the growing significance of background checks and due diligence by the Nomination and Remuneration Committee (NRC) when appointing IDs, noting that reputation and credibility are crucial. He stressed the increasing demand for expertise in emerging areas such as cybersecurity and urged IDs to stay ahead of the curve as their roles become more challenging amidst rising scrutiny and complex business environments.

This was followed by a 'Special Presentation' by:

Mr. Shailesh Nigam
Chief Operating Officer - EEMEA SAARC & CIS, AAF International

Mr. Nigam delivered a compelling presentation on the critical issue of clean air and its profound impact on human health, underscoring the essential role of infrastructure in maintaining a healthy environment. He discussed the alarming phenomenon of Sick Building Syndrome (SBS) and related illnesses, highlighting the significant risks posed by poor air quality. In this context, he introduced AAF (American Air Filters), a division of Daikin, dedicated to advancing clean air through cutting-edge innovation. Mr. Nigam elaborated on AAF's extensive range of solutions, which serve diverse sectors such as hospitals, hotels, factories, and various industrial facilities, all aimed at ensuring the air we breathe is as clean and safe as possible.

PANEL SESSION

The Panel Session was chaired by:

Mr. Rajat Vig
Partner Strategy, Risk & Transactions
Deloitte India

The Distinguished speakers of the Panel include:

1. Mr. Krishnakumar Srinivasan
MD & CEO
Shriram Pistons & Rings Limited

2. Ms. Nina Chatrath
Independent Director, Oriental Hotels (Taj Group), Dwarikesh Sugar India Ltd, Vision Spring Foundation, Morarka Finance Ltd.

3. Dr. Manoj Vaish
Independent Director on GHCL Limited, GHCL Textiles Limited & Mirae Asset Trustee Co. Pvt. Ltd.
Former CEO at Bombay Stock Exchange, Dun & Bradstreet, NDML & MCX

4. Ms. Deepti Berera
Partner - Enterprise Risk
Strategy, Risk & Transactions
Deloitte India

Mr. Vig chaired the session, seamlessly guiding the discussion and introducing relevant themes. He began by emphasizing the importance of the role of Independent Directors (IDs) in good corporate governance and how individuals can prepare themselves to step into such positions. He encouraged the panelists to share their insights on governance practices in family-run businesses versus professionally managed companies. Additionally, he underscored the significance of building a strong board for companies preparing to launch their IPOs.

Mr. Srinivasan shared insights from the management perspective, citing Shriram Pistols (SRP) as a model of corporate governance in the industry. He highlighted SRP's governance framework, where a non-executive director leads the board, complemented by family members as executive directors. This structure fosters a culture of transparency and honesty, enabling open discussions on challenges and risk management across the spectrum. He emphasized the increasing reliance on measurable data, openly shared in boardrooms, which aids informed decision-making. Mr. Srinivasan underscored the significance of Independent Directors (IDs) in providing expertise and guidance, particularly in succession planning, where their input carries substantial weight. On IPO readiness, he advised organizations to prioritize the composition of their boards, ensuring the inclusion of technical and financial expertise for effective governance. Transparency, openness about risks, and the involvement of external consultants were identified as critical factors for managing risks and gaining investor confidence. Addressing the dynamics of professional and family-run boards, he stressed the importance of ethical operations, stating that with the right expertise, companies can navigate challenges successfully.

Ms. Chatrath spoke about the importance of possessing relevant experience and the ability to contribute effectively as an Independent Director, highlighting the growing trend of younger board compositions. She stressed the need for companies preparing for an IPO to prioritize ethical practices and internal readiness, likening it to “cleaning your house” before going public. On the evolving dynamics between professionally managed boards and family run boards, she remarked that the distinction is fading, as second and third-generation family members increasingly embrace professionalism, reflecting a broader shift toward professionalized governance across industries.

Dr. Vaish emphasized that the market highly values companies with strong corporate governance practices, as regulators closely monitor compliance and organizational integrity. He underscored the pivotal role of Independent Directors (IDs), who leverage their experience to provide checks and balances, safeguarding the interests of the 60% non promoter shareholders. He cautioned that the risks in governance are significant and advised IDs to protect both the company and themselves by seeking external consultancy expertise when needed. On the topic of IPOs, Mr. Vaish stressed that many companies fail to grasp the gravity of compliance defaults under SEBI regulations in the public market. He recommended creating boards that align with investor expectations, placing compliance as a top priority before an IPO. Addressing board dynamics, he noted the shift where promoters are stepping back to allow professionals to take over key roles. He also highlighted the importance of lead Independent Directors, who facilitate consensus among IDs on important issues and act as intermediaries with the chairperson to support effective board functioning.

Ms. Berera spoke about the crucial role that boards play in maintaining ethical standards, ensuring compliance with the law, and driving the future success of an organization, balancing profit, sustainability, and talent. She emphasized the importance of Independent Directors (IDs) and management forming strategic partnerships to create a balanced and effective governance mechanism. She pointed out that boards should not only focus on risk management but also on crisis management, identifying potential business risks, and actively guiding the management in addressing these challenges. IDs, in particular, have a crucial role to bring in an outside-in view perspective and contribute insights and solutions to safeguard the company's future. She also stressed on the importance of setting up robust processes and code of conduct before launching an IPO. Proper planning, risk management, and pre-empting potential issues are essential for effective Corporate Governance and oversight.

This was followed by an engaging and interactive Q&A session with the Audience.

This was followed by the 'Guests of Honour Address' delivered by:

1. Mr. Anil Baijal, IAS (Retd.)
Former Hon'ble Lieutenant Governor of Delhi

2. Hon'ble Justice Ritu Raj Awasthi
Vice Chairman, Institute of Directors
Hon'ble Judicial Member, Lokpal of India
former Chairperson, Law Commission of India
former Chief Justice, Karnataka High Court

Mr. Baijal spoke about the pivotal role of Independent Directors in ensuring transparency and accountability in corporate governance while addressing the IOD Members' Meet 2025. Marking his first engagement with the Institute, he lauded its 35-year legacy of promoting boardroom excellence and convening leaders for impactful discussions. Reflecting on the event's theme, he highlighted the importance of directors approaching their responsibilities with confidence, agility, and mindfulness. He also congratulated the newly inducted Life Members of IOD and commended the Institute's efforts in shaping governance aligned with purpose, resilience, and sustainability.

Justice Awasthi graced the IOD Members' Meet 2025, expressing admiration for the Institute of Director's outstanding contributions to enhancing corporate governance over the past 35 years. Highlighting the discussions from the panel session, he underscored the evolving responsibilities of Independent Directors as stewards of trust, enablers of ethical leadership, and champions of innovation and sustainability. Applauding IOD's dedication to fostering insightful dialogues and knowledge sharing, he extended warm congratulations to the newly inducted Life Members, encouraging them to bring fresh perspectives and strengthen the collective pursuit of governance excellence.

This was followed by the felicitation of IOD's Life Members (Delhi-NCR).

The 'Concluding Remarks' and 'Vote of Thanks' were proposed by:

Mr. Manoj K. Raut
Chief Executive Officer & Secretary-General
Institute of Directors

Mr. Raut extended his sincere gratitude to the distinguished 'Guests of Honour,' Mr. Anil Baijal, IAS (Retd.), and Hon'ble Justice Ritu Raj Awasthi, for their esteemed presence. He also acknowledged and thanked the panel speakers - Mr. Rajat Vig, Mr. Krishnakumar Srinivasan, Ms. Nina Chatrath, Dr. Manoj Vaish, Ms. Deepti Berera for their invaluable contributions to the event. Additionally, Mr. Raut expressed heartfelt appreciation to all the IOD's LIFE Members and Fellow Life Members (May 2024 - January 2025) who were felicitated, as well as to the delegates and participants whose presence and engagement made the gathering truly memorable.

IOD was especially grateful to its Event Partners.

Our Knowledge Partner: Deloitte

Our Silver Partner: AAF International

Our Bronze Partners were:
1. GAIL (India) Limited
2. Bank of India

Our Associate Partner: Gujarat Fluorochemicals Limited

PARTNERS & SUPPORTERS

Continue reading Back to Home