WATCH OUT. POTHOLES AHEADWhat follows is from the pages of corporate history. Directors, think OR blink and sink

What would you do if you were a Director?
Updated as on 08-04-2021
  • All the decisions of the MD are shot down by the Executive Chair.

  • An Executive Chair refuses to become Non-Executive Chair, despite failing health, and consequent irregular attendance.

  • Decisions at the Board level get deferred due to the absence of the Executive Chair, who wants to be a part of all decisions.

  • A disproportionately large presence of the parent company on the Board of a listed subsidiary prevents the latter from having meaningful discussions on strategy.

  • A KMP is on extension, after his superannuation, but the company is not proactively looking for a successor for him.

  • Executive Vice Chair has conversations with investors, without keeping the MD in loop.

  • A Nominee Director absents himself from meetings, to avoid being a part of a tough decision.

  • A Director disagrees with every resolution, thinking it to be the ultimate safeguard to any negative action in the future against her/him.

  • An Executive Chair becomes a Non-Executive Chair, but continues to come to office everyday.

  • Following an adverse media report about the Company, an ID quits. The Company informs Exchanges that this is owing to personal reasons. Later, the ID clarifies that it was owing to the adverse developments in the Company, and the lack of clarity from the promoters/ management.

  • An ID, with one meeting left before her term comes to an end, is already in a departure mode.

  • Composition of committees is changed without keeping the Board, or other committee members in the picture.

  • A Company Secretary gives a compliance certificate to the Board stating that the Company is “generally compliant” with all laws.

  • The MD sends monthly update reports to the Board. A new ID wants this to be discontinued stating that she does not want to be privy to any information that is not in public domain.

  • The Board is presented a compliance certificate stating that the Company is compliant with laws and regulations applicable to it. Some agenda items later, one agenda item reports violations under one Act.

  • An ID resigned stating that frequent changes in the dates of the meeting made it difficult for him to attend the meetings. The Company wants the ID to change the reason for resignation citing a possible audit qualification.

  • The Alternate Director to a Nominee Director also attends and participates in a Board meeting, when the Nominee Director is attending the meeting.

  • Identified successor retires before the incumbent Executive Chairperson.

  • The Chairperson does not let go after his/her term.

  • Chairperson gets the retirement age extended for him/her to continue in the company.

  • A Board meeting lasts for a maximum of half an hour, often much less.

  • A Board is expected by management to rubberstamp its decisions.

  • Promoter Executive Chairperson believes in compliance only when deadlines are uncomfortably close.

  • Promoter Chairperson is very old and does not keep good health, but refuses to move on.

  • Management does not keep Board apprised of the situation when the company is going through a major crisis.

  • Position of Executive Chairperson is re-created to get a promoter back.

  • Chairperson does not speak at all in Board meetings.

  • Only the Chairperson speaks for almost the whole of the Board meetings.

  • A Joint venture partner, turned competitor, has representatives on the Board because of the Joint venture.

  • A Promoter Director marks her attendance and leaves without attending the Board meeting.

  • A Promoter Chairperson does not attend Board meetings.

  • Evaluation of a Chairperson/ Director who does not attend meetings.

  • The Board mindlessly taking “decisions” communicated by the majority shareholder’s Nominee Director.

  • Cash is found in one of the offices of the company and there is no communication to the Directors from the company, with Directors getting to know from news reports.

  • Board leadership is uncomfortable addressing some issues.

  • Strike by workers in a factory, but no update to the Directors.

  • Audit Committee does not approve the accounts, but the Board approves them.

  • Former Executive Chairperson or CEO sitting on the Board as a Non-Executive Director.

  • A Chairperson, who is a good leader, holds back on items that are technical in nature because he feels that there are subject experts in the boardroom.

  • Board agenda focuses only on compliance.

  • Founder promoter Chairperson refuses to get evaluated.

  • Appointment of CEO by a Promoter, without consultation with Nomination and Remuneration Committee.

  • Father-in-law of the daughter of the executive Chairperson is an ID on the Board and also Chairperson of the Audit Committee.

  • An Independent Director becoming the spokesperson of management.

  • A Non-Executive Director sits on Boards of some competing companies in the same sector.

  • A CEO resigns abruptly before a successor is identified.

  • Competitor’s representative comes to AGM and asks for confidential information.