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Trends in Corporate Governance

By- Institute of Directors | Authored by- Pradeep Chaturvedi


Over 50% of the global economy is already influenced by digital platforms and ecosystems powered by disruptive technologies. The speed at which these changes are occurring underscores the urgent need for businesses to adapt. Yet, rather than seeing technology disruption as a threat, forward-thinking companies are embracing it as a catalyst for innovation, leveraging these technologies to secure a competitive edge in the evolving market landscape. Disruptive technologies such as Artificial Intelligence (AI), blockchain, and 5G often instill fear in businesses due to their potential to upend traditional models. However, these technologies also offer new avenues for growth and innovation, enabling companies to rethink how they operate.

Enterprise technology spending, in the United States and other developed countries, has been growing by about 8 percent per year, on average, since 2022. This surge is not surprising, given the increasing role technology plays in how businesses function and create value. The issue lies in what companies are getting for that spend. The track record on that score is mixed. There is no correlation in the analysis linking tech spend to labour productivity. Labour productivity has grown by close to 2 percent over the same period of time.

Data indicates that the relationship between IT spend levels and labour productivity varies by sector, creating more uncertainty. The communications, media and services sector, for example, has sustained growth of greater than 4% in productivity while increasing IT spend by almost 9% per year. The retail sector, meanwhile, has demonstrated an almost 4% increase in productivity while seeing IT spend drop more than 1% annually.

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Moving the economy to a digital platform also has certain challenges. Denmark is phasing out Microsoft Office, Windows and Azure. This is not about whether opensource wins on features. It is about foreign software becoming a national risk. Technology on someone else's cloud is not really yours. It started at the local level, Copenhagen and Aarhus, Denmark's two largest cities, began phasing out Microsoft before the national decision was announced. In Denmark, Microsoft licensing costs jumped 72% in 5 years. But the bigger cost is strategic. When critical infrastructure depends on one vendor, it can become a point of failure. Denmark is not alone. The EU is also investing heavily in digital sovereignty. This is not just a technology migration. It is a national firewall. Price hikes get attention, but it is the risk of losing access that really shifts priorities. Experts believe that full replacement is not realistic overnight, but strategic control over key layers is. It starts with reducing the risk, not replicating every feature.

The digital platform use will always throw open similar challenges to every country that uses the network, which may be under the control of another multinational corporation in another country.

The uncertain global conditions have brought forth two major issues: 'Geopolitics and War-like situation' and 'Climate Change'. Both these conditions are changing at an uncertain and unprecedented rate. One Projection shows that the damage caused by these situations is of an astronomical order, affecting the business seriously. The other dimension of these conditions also reflects that businesses have an opportunity to grow at a rapid pace, meeting the requirements of military confederations and establishing new supply lines. Businesses will have to transform and change at a rapid pace, which will also call for new dimensions in corporate governance. India is passing through an altogether new dimension and is writing its narrative. A recent World Bank report notes that India will need to grow by 7.8% on average over the next 22 years to achieve the country's aspiration of reaching high-income status by 2047. It notes that India's fast pace of growth between 2000 and 2024 provides the foundation for future ambitions.

India's foreign policy carries a new narrative globally, reflecting its independent opinion and determination to shape the global agenda to the best benefit of the country. And each time India passes that test in Technology, Diplomacy or Crisis Management, it rewrites what it means to be a global leader.

India's foreign policy carries a new narrative globally, reflecting its independent opinion and determination to shape the global agenda to the best benefit of the country. The only difference is that the new narrative reflects India as one, which is trying to carry other countries in policy development, survival and prosperity. Systems that global powers are now studying and, in some cases, trying to replicate are not followed by India. It is building its pathway integrating resilience, which means it's evolving, expanding and enduring. It means embracing challenges not as setbacks but as tests of national character. And each time India passes that test in Technology, Diplomacy or Crisis Management, it rewrites what it means to be a global leader.

Strategies for Business Leaders

Handling technological disruption effectively requires business leaders to be both proactive and strategic. Here are key strategies for navigating these challenges:

• Invest in Continuous Learning
• Encourage Innovation
• Form Strategic Partnerships
• Leverage Data Analytics
• Turning Disruption into Success

Board's Strategy for Turning Disruptions into Opportunities

Prof. Colin Coulson-Thomas focuses - A secure future for people, organisations, communities and societies cannot be assumed. Without a significant change of purpose, policies and priorities, it is unlikely. In addition to operating in a rapidly changing, increasingly complex and demanding business environment, directors and boards will face multiple global risks and threats. Given fragmentation and polarisation, how can we work together to collaborate in the face of multiple challenges and survive in an age of conflict? For some, external conflict assessment and management may become a boardroom exercise.

Corporate Governance has to ensure a strategic direction that can enable action necessary for both in the face of existential threats and responsible, sustainable, and inclusive growth. The quality of corporate governance can focus on changes to boards and the manner in which they operate, leading to effective outcomes. Many factors could be considered. A study shows that board independence and board size have a significant impact, which is negative in the case of independence and positive in the case of board size. Much will depend on the priorities, experiences and competency of individual board members and how they interact. The role of the board has traditionally been to conduct a lawful, ethical, profitable and sustainable business to create value for investors. More recently, it has been suggested that the purpose of the companies be broadened to embrace the interests of a wider range of stakeholders, environmental and social concerns, and a greater public good. In the climate change issues, boards will need to communicate more effectively relating their activities to sustainability and ESG. Appropriate and sufficient outreach of the strategy on ESG has been followed. The negative externalities need to be identified and reduced. Climaterelated issues will always be important. In emerging markets, institutional investors in family-owned firms can play a more passive and negative role, compared with their practices elsewhere. The boards will have to select appropriate ESG governance frameworks for promoting corporate sustainability goals. SEBI has introduced the ESG reporting framework in India. It is expected to bring more transparency to operation. High-ability managers may focus more on ESG concerns and allocate larger funds keeping a futuristic outlook.

The perspective of boards should extend beyond supply chain boundaries and embrace wider issues and the implications of trends and development. Sustainability and resilience need to be focused on.

More inclusive human capital strategies can both enable diversity and spread the benefits of technological innovation. Board diversity and inclusiveness can improve valuations because of compliance with changes.

The role of independent directors must be clearly defined. They should be initially subjected to be conversant with the value systems, policies and operating procedures of a company. They can bring a fresh perspective on the meaning, relevance and implications of purpose on contemporary areas of stakeholder concern. They should have sufficient experience and strong background tone as independent directors. The appointment of an independent director should ideally be planned to ensure a mix of 'more' and 'less' experience directors, as those who have served longer and on multiple boards. The independent director will have to be encouraged to collectively with the executive directors contributing significantly to board decisions.

Boards will have to realize that AI is projected to be a major game changer; however, a neutral AI application alone is insufficient to improve the competencies of the board or the competitiveness of the companies. Attitudinal change has to be appreciated to comprehend new emerging threats and appropriately value and incorporate risk and business growth. A continuous study of the emerging risk can only be conducted by a diverse and inclusive board with varied professional competencies. Disruptions and threats have to be studied to develop strategies.

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Author


Pradeep Chaturvedi

Pradeep Chaturvedi

Vice President - Institute of Directors

He is former Advisor FAO & former Chairman, Institution of Engineers, Delhi. He is a Mechanical Engineer & has been involved with Environment & Energy Policy (planning & implementation) of energy projects under the UN Agencies for over three decades in India & other Asian and Pacific countries. He is Vice-President, World Environment Foundation & Institute of Directors, India.

Owned by: Institute of Directors, India

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  • IOD Blogs

    Pradeep Chaturvedi

    Vice President - Institute of Directors

    He is former Advisor FAO & former Chairman, Institution of Engineers, Delhi. He is a Mechanical Engineer & has been involved with Environment & Energy Policy (planning & implementation) of energy projects under the UN Agencies for over three decades in India & other Asian and Pacific countries. He is Vice-President, World Environment Foundation & Institute of Directors, India.

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