With the encouraging growth of Indian Economy, the concept and system of corporate governance is consciously reforming and evolving to build greater responsibility to all stakeholders. The need to governance reforms can be significantly attributed to the indepth research and analysis of the causes of alarming episodes of governance debacles in Enron, Tyco, WorldCom and Lehman Bros etc. in the USA and Satyam Computers, Kingfisher Airlines, IL&FS, Jet Airways and Yes Bank etc. in India. In all such cases it was found that conscious, well prepared, visionary and responsible Independent Directors (IDs) could not prevent the devastating scandals. Surprisingly, the boards of most of the sufferers of the scams, were having IDs who were experts, had an unquestionable ocean of knowledge and were highly respected for their honesty and integrity. Shockingly the IDs with profound intelligence and career accomplishments could not dare to lead their conscience to rise and pre-empt the disastrous decisions by the board. Sometimes, some people with wisdom are caught in an unintentional loyalty trap and consequently their conscience is muted in certain circumstances.

This article tries to discover the factors which may influence the role of wisdom and intelligence of some IDs and may consequently drag the company down to a disgraceful failure. It also attempts to recommend some measures that may help the corporate world and the IDs, current and prospective, to rise to function with greater responsibility.

While the IDs are required to have a strong cognitive personality, they also need to be conscious about the emotional factors that influence cognitive behavior.

The IDs being people of tested rich experience are expected to have vibrant minds which can facilitate crosscultural and cross-functional intellectual fertility. Being independent, they are free from any interest, obligation or relationship that can interfere with their critical evaluation and objective judgement in various situations. In their uniquely respected role, the IDs bring new perspectives, challenge the discussions driven by sentiments and facilitate desired transformation. Governance is lead by the synergic effect of the dynamic interplay of intellect and behaviors of the leaders forming the board. While the IDs are required to have a strong cognitive personality, they also need to be conscious about the emotional factors that influence cognitive behavior. Following types of behaviors of some people in leadership roles may create emotional influence on the intellect and wisdom of the IDs:

- Superficial charm created through unrealistic rosy pictures of outstanding accomplishments.
- Expertise in manipulating the data and facts.
- Excessive expression of support.
- Dominance with avoidance of questions.
- Driven by visibly high pressure of urgency.
- Not believing in probity and research.
- Flamboyant and surrounded by sycophants.

Sometimes the IDs as common human beings get emotionally carried away by some of the above factors and their cognitive personality develops wrong logic which does not allow them to question and to challenge the illegal and unethical decisions.

Emotional Resilience

Considering the play of various factors that may influence their thinking and conduct, it is essential that the IDs are emotionally resilient leaders and continue to strengthen their resilience because the future will be driven by an irrational haste to win and rule the roost. Emotional resilience is the ability to stand with moral principles even in stressful circumstances and powerful influences to deviate. It is the capacity to roll with the punches of biased arguments and manipulated facts. Emotionally resilient IDs take the challenge of changing the undercurrent by bringing new perspectives and by shaping new paradigms of objective thinking. Emotional Resilience is a pro-active emotional state which builds strength to face adversity with confidence that contextual intelligence will succeed in making things right. IDs with emotional resilience are value-based leaders. Emotional resilience provides them with the inner strength to rise to the situations of extreme dogged determination and can even take a decision to quit.

The following are the constituents of Emotional Resilience:

Mindset for Excellence: Human conduct and behavior are instructed by the brain, and the brain works under the influence of mind. IDs are on the board to lead the company to a better than the best and to attain this objective they have or develop the mindset for excellence. Effective directors have zero tolerance for suppression or misinterpretation of facts or avoidance to bring all necessary aspects for discussion.

Appreciation of Role: Successful IDs are people of selfesteem. They are aware of their tremendous and inexhaustible potential to navigate through troubled waters. Taking up the role of IDs, they believe in the responsibilities and powers of independence. They appreciate their role of a beacon and conscience keeper in the board.

Mental Toughness with Cognitive Flexibility: Leading effective governance though board is tough task particularly for the IDs since they don't have any direct control over the management of the company. With the ability to use their cognitive powers with objective dynamic flexibility, the IDs build their confidence. Commitment to their duties provides the kinetic energy to build mental toughness.

Fearlessly Humble: IDs, though being people of wisdom carry no arrogance. The gravity of their extensive knowledge and rich leadership experience makes them polite and humble. Their comprehensive understanding of the issues of governance and the ability to foresee the possible outcomes, prepares them to be fearless with humility and self-esteem.

Learning Leaders willing to Change: Effective IDs form their opinion based on latest research and appreciate that to understand the complexity of business and environment, continuous learning is going to help them lead with more clarity and confidence. Crowned with the respectful responsibility of independence without any subordination; to steer the company to a graceful future, the IDs cannot afford to solely depend on the knowledge and experience related to past.

Optimism with Strategic Communication: Business corporations as trustees of their stakeholders must be led through strong optimism and an intelligently drawn strategy. IDs, with their distinguished wisdom, must maintain optimism and use their foresight and learnings to shape the future. IDs have to become experts in strategic communication because each of their words goes a long way to affect the company's prospects. We can recall the episode of rise and fall of Rajat Gupta, once the topmost icon of corporate leadership in the world.

How to Build Emotional Resilience?

Emotional resilience is not a born trait. Since IDs are expected to lead the leaders in making the best decisions which flawlessly and ethically serve the Vision and Mission of the company in all situations including those of emotional outburst or those where the emotional euphoria suppresses logic and intellect, they must build emotional resilience. Emotional resilience can be built majorly around following factors:

Sensitivity: IDs should develop stronger sensitivity with the changes happening in the internal and external environment to build their resilience. Sensitivity to human aspirations, conduct and behavior is also necessary to succeed in developing and applying the intervention strategies at the best time. Sensitivity is developed by appreciative inquiry and by reading and listening about the latest research and news items.

Beware of Narcissistic Leaders: Some leaders develop narcissism in their attitude. Some individuals who may have risen to leadership positions develop an inflated self view and crave for affirmation from their surroundings. Mostly such narcissistic leaders create a lot of noise which disturbs the process of intellectual analysis of facts. IDs' self-belief and cognitive power enable them to be aware of such leaders and to become strategic in their intervening communication and behavior, in demanding situations.

Ability to Build Context, Urgency and Reassurance: Whenever the IDs must bring some modifying or corrective interventions, they need to shape a logical context, apply their intellect to convince about the real context and its urgency through perspectives of possible advantages and challenges. With the help of the paradigms of right contextual logic, they can reassure the board members about the value of their advice.

Leveraging the Power of Independence: The role of IDs comes with the most respected adjective of 'independent' which brings tremendous strength to rise to greatness. Winston Churchill said, “The price of greatness is responsibility”. The feeling of being independent in directing governance builds passion and creates energy for emotional resilience.

Purposeful Networking: Purposeful networking helps a lot in finding different perspectives that can become the source of better approaches and methods for pursuing the mission. But the IDs must be very clear about their values and objectives. Joining professional organizations and becoming part of online learning networks may be of immense help in building resilience.

Meditation: Meditation enhances the presence of mind and helps in emotional regulation by the brain. Regular practice of meditation strengthens the ability to be at peace even in stressful conditions and to intervene to correct the things without hurting others. Many celebrated corporate leaders of the world including Elon Musk, Bill Ford, Oprah Winfrey, Jeff Bezos and Bill Gates etc. have been practicing meditation.

Recommendation:

Emotional Resilience and Behavioral Finance should be included in all training and development interventions for developing the Independent Directors.

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