Friday, September 4, 2015

Too big to fail – Why strong corporate governance in India needs more women in executive roles


This week’s announcement from the RBI identifying Indian “too-big-to-fail” banks pulled no surprises for its readers. These D-SIBs (domestic systemically important banks) are required to maintain additional capital buffers to ensure they can cope with any sudden capital outflows, especially of the kind seen in the last month. This represents yet another perceptive policy action by the authorities to ensure that the volatility in the financial markets does not spill over into the real economy, necessitating governmental intervention.  

News of this tag also helped to shine a spotlight on another fact of Indian corporate life - the robust talent that Indian women have demonstrated in the financial services industry, with both of these banks having women CEOs steering their helm of affairs for some time now. In addition to Arundhati Bhattacharya (SBI) and Chanda Kochhar (ICICI Bank), the financial services industry has several noteworthy stalwarts – across investment banking, credit rating agencies, private equity and within the regulator too.

This positive state of affairs however quickly worsens if one looks upward. Female representation within corporate boards has been dismal historically, a fact that prompted the regulator to call for mandatory appointment of female directors. The response of Indian companies was on predictable lines – poor compliance first led to an extension from SEBI and the eventual (and final) deadline was marred by the rush to make last minute appointments. In several instances, companies appointed the female relatives of the promoters as non-executive directors. March 2015 alone saw 308 directorship posts being filled by women. Finally, after this mad scramble, April 1, 2015 saw women directors make up only 12.3 % of the population of Indian corporate board directors. These statistics should raise serious questions in the minds of every concerned investor in the Indian capital markets as to corporate goverance in general, and board quality in particular. Have we forgotten the lessons of 2009 already?

The recent spat between BASF and SES, an Indian proxy advisory firm has opened a new front in this issue. Here, the appointment of a foreign lady director (and the subsequent appointment of a male replacement) was questioned by the proxy advisory firm. The company however held that the appointment was within bounds of the Companies Act and explained the replacement as purely for tactical purposes.

Likewise, apart from the financial services industry many sectors lack women in senior management roles too. According to the authoritative 2014 study by Credit Suisse, women participation in corporate boards globally proceeded along the management power line, with larger presence in shared services roles and a low presence in executive leadership assignments. This resulted in women being unable to reach the top executive CXO profiles in most organizations.

But does having women CEOs make a statistically significant impact to corporate performance? The evidence on this question is mixed. While the Credit Suisse study did observe that companies with board members performed significantly better on financial parameters, the evidence was positively correlated but causality could not be proved. Likewise, notwithstanding the perception of greater caution to enter into mergers and acquisitions or taking on leverage, the study found no significant difference between male and female CEOs and their leverage preferences or acquisition trends. Despite these contrasting points, studies have clearly indicated the importance of diversity in corporate boards having a positive impact on group intelligence and corporate performance. It is perhaps in this spirit and its positive implications for shareholders that greater female participation should be considered. When greater diversity is seen as the means to more widespread positive corporate behaviour in society alongside greater stability in earnings/growth for shareholders, it can be accepted as a necessary condition rather than a “good-to-have”. Likewise, when a more diverse board moves quickly to punish errant (miss-selling) behaviour, employees are less at risk of claw-back of salaries and bonuses.

So how could greater diversity then be brought about? One approach has been already discussed earlier – diversity by fiat. As we have seen in this method, the opportunities for gaming the system are considerable and could inadvertedly lead to more power in the hands of the promoter group.  Corporate Affairs believes that solutions are available across timespans. A few approaches that could be considered here are:

  • Hire from the government

Companies who have appointed women from within promoter families (without a compelling case for merit) have probably not been advised of the enormous talent available within India’s public services. The average Indian is well aware of the large pool of women officials within India’s bureaucracy. Many of them have been appointed to the highest posts in India’s civil services and it is heartening to see that in some cases this talent is being tapped. Companies should make a strong representation to the current government for permitting more women representatives from the civil and armed services into directorships. Further, companies could hire more actively from the pool of retired women civil servants. True, there might exist conflicts of interest but these could be incorporated into a policy manual that provides practical solutions. For the government’s standpoint, this approach would help public servants to better appreciate the practical implications of policy nuances that India’s bureaucracy draws up.

  • Make diversity a key element of reporting to corporate boards

Diversity should be reported down to a divisional level in corporate board presentations and analysed. It would be interesting for companies to overlay the divisions/regions where miss-selling has been reported with their diversity scores to identify if “group-think” or peer pressure had made a problem far more serious than otherwise. This information should be shared with SEBI which itself should be investing in to undertaking scientific research on the benefits of a diverse workforce on corporate governance, similar to that of the NSE.

  • Make public sector stakeholders agents of change

Public institutions such as the LIC are large investors on the stock markets but reported instances of their dissent have been few. Governmental institutions such as the LIC and EPFO can take the lead in their interactions with the boards of their investee companies to call for greater diversity in their workforce. This could ensure the small investor whose voice is often ignored by corporates has a powerful ally to call for greater diversity. 

  • Support more female entrepreneurs

An area of considerable concern has been the dismal number of women entrepreneurs who have listed their companies on the exchanges. Listing confers powerful visibility in the wider financial markets, courtesy the depth of press coverage in India. Apart from high-profile founders of companies like Biocon, there are hardly any other listed companies that have been founded by a woman. In a country with an upwardly mobile and educated workforce, such a statistic makes for grim reading. Here, it is possible that the booming private equity scene in India is able to throw up entrepreneurs whose business models have developed enough for them to take their companies public. Companies should also encourage their associates to bring in business ideas that could be catalysed into subsidiaries. Given the large proportion of women in the IT workforce, this sector could be best placed for innovation and positive results.

  • Invest in creating more women-based roles in the basic sciences

At the heart of this article is the hope, nay belief, that for India to emerge as a superpower it is essential to build on its human capabilities in the basic sciences. History is a clear indicator of how technologically advanced societies have emerged as the real winners in geo-political confrontations by leveraging the intellectual capital created by their citizens, be it atomic power, ballistics or the Internet. In turn, the commercial spin-offs generated by these technological advances have provided capital markets investors with juicy opportunities for wealth creation.

India, like many other Asiatic societies places priority on the sciences sometimes perhaps to the detriment of other sectors. However, when it comes to gender equality and diversity Asian societies have been found lacking in supporting women for greater education and corporate responsibilities. While such cultural mores are definitely changing in India, this change can definitely be faster and more widespread, especially in rural India. Investing in increasing the participation of women in basic sciences (also including the dismal science) would be a smart way of redressing these imbalances.


While the fruits of this effort might present themselves in full only over the next few decades, it is important for India to commit itself immediately to greater gender equality and diversity. Whether one is a feminist, a nationalist or a hard-nosed capitalist, investing in women pays rich dividends.

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