Saturday, December 24, 2016

AGMs and Board Meetings

I used to think that only shareholders' meetings are 'tamasha', but after reading minutes of Tata Sons Board Meeting sacking Cyrus Mistry, I have realised that board meetings are even more funny. It is shocking that directors rate the chairman's performance to be exemplary and within a few weeks decide to sack him even in the absence of any intervening adverse development. Most Independent Directors have shown themselves to be Ratan Tata's stooges.

Krishna Palepu, a professor at Harvard Business School, was an independent director in Satyam when the promoter, Ramalingam Raju, committed a major fraud. Apparently, the professor had no clue about Raju's shenanigans. Remarkably, the present dean of HBS, Nitin Nohria is an 'independent' director in Tata Sons Ltd. He has actively supported Ratan Tata's subterfuge. Nohria's guilt is graver than Palepu's.

Shareholders need to be careful in electing 'eminent' academics as independent directors. Is it possible that HBS would sack Nitin Nohria for his inappropriate role in Tata Sons? Is it time for HBS to prohibit its professors from becoming 'independent' directors? Isn't the reputation of HBS at stake?

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