Globally, most private limited companies are governed by ~60-70 laws, which under-go w ~40 changes per quarter, of which 1 or 2 may need action. It is more in regulated financial services - and it needs to get managed. And as directors, one has a fiduciary responsibility to understand the laws, apply to existing and new strategies, customers, and eco-system disruptors, to steer the organization.
During my TVS days, I was on several private limited companies, either as a full-time director with operational responsibilities or as a board member. Having primary fiduciary responsibilities for 3 regulated Non-Banking Financial Companies for 10 years with Reserve Bank of India & SEBI made me realize that it’s a way of working and not a periodic effort.
Guardian Royal Exchange / Axa exposed me to the legal and regulatory implications of unintended consequences of actions taken. For example, An industry practice in the mid-1980s led to regulators asking the Cos to clean up the ‘miss-selling done a decade later; repayment of insurance investments for the holocaust victims continued into the early 2000s; behavioral psychology helped the modeling for specialist motor insurance for young adults in the US.
Thomson Corp provided practical grounding of how the board needs to focus on financials, tax planning, and compliance. The Thomson Reuters mergers ensured that I was involved in many ways, including contributing to the department of justice requirements. Further, the Thomson Reuters business, especially legal & tax products provided me with deep insights into the importance of this domain.
My Deutsche Bank experience cut across from Legal Entity supervision (including as Board member), to day-to-day Risk & Control management across countries and businesses.
My roles had a formal fiduciary/ supervisory responsibility. These included being the Regional Management COO & Chief Risk Officer for DB India to being the Divisional Control & Regulatory Officer with a global/regional and program remit for Vendor Risk & Risk Culture for 2 divisions of the bank. A couple of practical examples include -vendor onboarding of Google; or rolling out GST in India across the business, legal entities, and locations with a fragmented stakeholder landscape; As a Trustee on the Indian Asset Management entity; or deep diving into the Non-financial risks with a focus on vendor, cyber and Info Security risks and the roll-out of the CSR requirements under company law.
My role as an Independent Director on Swiss Re for ~20 years while chairing the CSR committee OR being a Trustee on Nasscom Foundation while chairing the Audit committee and putting in place frameworks for conflict of interest and now as a member of the Board of Governors of IIIT Delhi - have given me deep strategic, business, operational & governance experience.
The moral and ethical dilemmas of business are owned at the Board level and it requires not just a focus on the here now but keeping tabs on unexpected business changes. Hence it is a place where one looks both widely and deeply into matters.
