Boardroom Win

IN 2000, Raghunath Anant Mashelkar, in his inaugural speech at the Indian Science Congress, dwelt upon the need for a woman-centric society. “Can the India of the next millennium afford to stand on only one of its legs?” Talking about women empowerment at the annual congregation of scientific luminaries might have sounded odd, but for Mashelkar, the connection was personal, since his mother had not let him succumb to socio-economic challenges while he was growing up in the coastal state of Goa.

Today, two decades later, Mashelkar, a director with Reliance Industries, can take heart from the fact that women are making their presence felt on company boards, traditionally considered an all-men’s club. “It began as a compliance exercise, but eventually boards are realising that women directors, indeed, bring value to the table,” says the 78-year-old, who also chairs the conglomerate’s new energy council.

He is not off the mark. The number of women directors on India Inc. boards has gone up nearly eight-fold since the Companies Act 2013 made it mandatory for listed companies to have at least one woman director (See Here We Are). Only two companies in the Nifty 50 pack, NTPC and BPCL, have fallen short of the mandate — the state-owned heavyweights do not have any woman on their boards. As per the Act, every listed and unlisted public company having paid-up share capital of ₹100 crore or turnover in excess of ₹300 crore has to appoint at least one woman director, either in an executive or a non-executive role. Besides, on recommendations of the Kotak Committee on Corporate Governance, in 2019, an amendment was made in the SEBI (LODR) Regulations, 2015, making it mandatory for top 500 and next 500 listed entities, based on market capitalisation, to have at least one independent woman director by April 2019 and April 2020, respectively.

Though the numbers are still not substantial, Indra Nooyi, former CEO of Pepsico, says it’s a good beginning. “What India is doing now is to get that critical mass into companies, into boardrooms, into organisations. One of the things we discovered was that before the mandate, search firms dismissed women when the list was produced. Now that there is a mandate, people are saying wow, there is an awful lot of qualified women I could pick from!”

Ashu Suyash, who recently stepped down as CEO of Crisil to start her own venture, agrees. “We have moved away from tokenism. You can’t just put anybody. If you do, either the person or the organisation will have a problem, because now you have to publish skill metrics as well.”

However, Pranav Haldea, Managing Director of Prime Database, believes that more than meeting the criteria from a gender diversity perspective, diversity in thoughts is what should matter for companies. “The idea is that having people from different backgrounds would bring in diversity of opinions.”

Nonetheless, the movement towards gender inclusion has begun on an earnest note. According to a study by Harvard Business Review covering Nifty 500 companies, contrary to expectations, most boards filled the quota by appointing women directors who were independent rather than insiders — 70.4% of women appointed to previously all-male boards were classified as independent. These were women from outside, with no ties to the owner (s). The study found that unlike in Norway (in 2003, the Scandinavian nation made it mandatory for companies to fill 40% board seats by women), where a small group of prominent women became directors on multiple boards in the so-called “golden-skirt phenomenon”, in many cases non-executive ones, India’s Companies Act 2013 has been successful insignificantly enlarging the pool of women directors.

While that’s good news, what’s more important is to ensure that the pool has a higher number of qualified and seasoned professionals whom boards would actively seek out. That’s where quotas could prove to be a stumbling block. Kaisa Snellman, Associate Professor of organisational behaviour at Insead, one of the most prestigious B-Schools, says: “When there’s a quota, there will always be somebody thinking this person is just filling in a quota seat, and when a person is perceived as filling a quota seat, she has much less power on the board. It also opens fewer doors.”

The other important aspect that will determine the number of women directors is the career choices that they make. “I think it’s less about how we think about men and women in society and more about the choices we make early in our careers. For instance, women may choose to work in professions such as teaching or nursing, and not engineering, finance or law, which are big fields that cultivate the next generation of corporate leaders,” says Snellman.

Familial support is equally important. “Women at large carry a dispro- portionate amount of responsibility and also a disproportionate amount of guilt. This guilt is programmed into our DNA. It is unfortunate that when we talk about women juggling their work and household responsibilities, the role of men is not spoken about,” says Nooyi.

While family support remains crucial, also critical is their grooming to make it to the upper echelon. For instance, when Nooyi was named as CEO of Pepsico in 2006, her former roles as president and chief financial officer were assumed by two Pepsi veterans — both male. That prompted Nooyi’s predecessor and mentor, the outgoing CEO Steve Reinemund, to quip: “It has taken two great men to replace one great woman.” Having a Reinemund-like mentor at work can do miracles for women. “A mentor showed up on the scene when it was least expected,” recalls Nooyi.

Zarin Daruwala, CEO of Standard Chartered Bank, India, concurs. “At ICICI Bank, K.V. Kamath gave me the task of setting up the rural and agri business as part of the priority sector lending focus. I had never done agri or rural as I was from corporate and investment banking. But I built the business from scratch. It was a very fulfilling stint. It gave me strength and belief.”

Ditto with Suyash. During her early days at Citibank, she was on the verge of quitting. Her boss guided her and gave her the confidence to persist. “During trying times, when you feel like you can’t talk to anybody, a mentor or a coach becomes a person who won’t judge you. Otherwise, that worry about being judged at home or being judged at work is, frankly, a very big burden and that is the unconscious bias that is going to take a person a long time to overcome,” says Suyash.

The invisible hand of mentors early on could also be one of the reasons that, besides entrepreneurs, seasoned professionals rank among the top women independent directors in India, commanding fees almost equal or higher than what their male counterparts are paid in some cases. (See When Power Pays).

While making it to the board is one side of the story, women directors have a long way to go before having a say in other areas. For instance, the Harvard study says that while women directors are considerably more educated and more likely to have political experience than their male counterparts, they are also less likely to be appointed to key board committees such as compensation and nomination. “The probability of an independent female director serving on the audit committee was nearly 40% lower than it was for an independent male director on the same board,” states the HBR study. Companies which, at face value, seem to be complying with gender quotas by appointing women on merit from outside the organisation still “buffer” their existing activities through selective committee appointments, relegating the new female quota fillers to less consequential committees, the HBR researchers say.

But Haldea raises a more fundamental question. “If there is a company where promoters own 50-60%, what is the relevance of independent directors? If they are invited by the promoter and also paid by the pro-moter, what is the incentive for them to go against the promoter?”

While that indeed is a vexed issue, things could change.

While the west may have taken the lead in making the way for women to the top, Snellman believes India won’t be far behind. “I see a next generation of very ambitious and driven female Indian corporate leaders ready to take on those big roles and step into the game. We have a good number of Indian women students at Insead who are super-smart, super-driven — who scare the socks out of you. I can’t wait for them to go out there and make a difference. So, be prepared, they are coming!”