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WATCH OUT. POTHOLES AHEAD

What follows is from the pages of corporate history. Directors, think OR blink and sink

What would you do if you were a Director?

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.