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EXPANDING PARADIGM OF
CORPORATE GOVERNANCE
1st July 2013
New Delhi
by
Mr. U.K.Sinha
Chairman
Securities and Exchange Board of India
4thSubirRaha
MemorialLecture
2
4TH SUBIR RAHA MEMORIAL LECTURE
The Global Compact Network, India was formed in
November 2003 and was registered as a non-profit society
to function as the Indian local network of the UN Global
Compact programme. It is the first local network in
the world to be established with full legal recognition.
Global Compact Network India (GCNI) is a country level
platform for businesses, civil society organizations, public
sector and aids in aligning stakeholders’ practices towards
the Ten Universally Accepted Principles of UNGC in the
areas of Human Rights, Labour, Environment and Anti
– corruption. At present, the India network ranks among
the top 3, out of the 101 local networks in the world, and
has emerged as the largest corporate citizenship and social
responsibility organization in the country with a pan India
membership of 126 organizations, who have strengthened
their commitment to the UN’s Global Compact Principles
by becoming proud signatories of the local network,
GCNI.
Visit www.globalcompact.in
Transcribed by: Corporate Shiksha
Project Coordination: Jhumki Dutta
Designed and Printed by: Roots Advertising
Supported by:
Copyright © 2013
The Global Compact Network India Office
Scope Complex, Core 5, 6th Floor (ONGC Office),
7 Institutional Area
Lodhi Road, New Delhi
Email: gcnindia@gmail.com
Disclaimer: This publication is intended strictly for
learning purposes. The inclusion of company names and/
or examples does not constitute an endorsement of the
individual companies by the Global Compact Network
India Office. The material in this publication may be
quoted and used provided there is proper attribution.
About Global Compact
Network India
Late Mr. Subir Raha
1948-2010
In Memory
4
4TH SUBIR RAHA MEMORIAL LECTURE
Introduction
The Subir Raha Memorial Lecture is an annual event held
to honour Late Mr. Subir Raha, former CMD, ONGC and
the Founder President, Global Compact Network India.
Mr. Raha set up the organization in November 2003 and
led it till May 2006. His visualization and forethought has
been instrumental in leading the GCNI to become one of
the first networks of the United Nations Global Compact,
a legal entity. Late Mr. Subir Raha, led ONGC towards the
achievement of multiple milestones during his tenure. He
also led ONGC from a sectoral E&P company to become
an Integrated Energy Major on a global scale; acquiring
many equity assets overseas. His vision and foresight made
ONGC the first Indian Corporate to lead the agenda on
responsible business in India.
In memory of Late Mr. Subir Raha, an annual lecture
series was started by Global Compact Network India
(GCNI) in 2010 and since then three memorial lectures
have been organized by GCNI. On 7th July, 2010, the
first Subir Raha Memorial Lecture was delivered by
Mr. Nandan Nilekani, Chairman, UIDAI, Govt. of
India, at Scope Complex in New Delhi. He addressed
a packed auditorium wherein he talked about ‘Unique
Identification Project – Experiences and Lessons for
Transparency’, along with Mr. R S Sharma, CMD,
ONGC and President, GCNI and Governing Council
members, senior and eminent corporate executives and
students. The event received wide coverage in regional
and national press. Subsequently, on 27th June, 2011,
GCNI hosted the Second Subir Raha Memorial Lecture
at Scope Complex, New Delhi. The Vice Chairman of
Tata Steel Limited and a longtime friend of Mr. Raha, Mr.
B Muthuraman was the keynote speaker and he focused
on issues of corporate governance and responsibility of
companies towards community as well as his personal
experiences with Mr. Raha. The Third Subir Raha
Memorial Lecture was held on 6th November 2012,
where Dr. Sam Pitroda, Adviser to the Prime Minister
of India on Public Information Infrastructure and
Innovations addressed a full house on the critical theme
of ‘Sustainable Development and Inclusive Growth in
21st Century: Possibilities and Challenges for India’.
The lecture since its inception has been attended by
Corporate Leaders, CMDs and Senior Managerial
Personnel from leading private and public sector
companies. The informative value of the lecture has
also drawn students from leading academic institutes
and development professional from non-governmental
organizations.
The memorial lecture coincides with Annual General
Body Meeting (AGM) of the GCNI.
5
4TH SUBIR RAHA MEMORIAL LECTURE
Mr. U.K. Sinha, Chairman, SEBI, Ms. Lise Grande, UN
Resident Coordinator in India, Dr. Uddesh Kohli, Senior
Adviser, United Nations Global Compact, members of the
Global Compact Network India, colleagues from ONGC,
friends from the media, my young friends from the
student community, ladies and gentlemen.
As President of Global Compact Network India, it is
my pleasant duty to welcome you to the 4th Subir Raha
Memorial Lecture to honour the memory of the erstwhile
charismatic and beloved Chairman and Managing
Director of ONGC as well as Founding President of the
Global Compact Network India. Though he has left us for
a better world, his vision, deeds and actions continue to
inspire and motivate us even today.
Each year, two institutions that have benefited immensely
from the leadership of Mr. Raha, PETROTECH Society
and GCNI, host a memorial lecture to honour his memory.
Later this year, on August 28, PETROTECH Society will
also host its 4th Subir Raha Memorial Lecture that will be
delivered by Dr. Anil Kakodkar, Chairman, Solar Energy
Corporation India, while we at the Global Compact
Network India are indeed honoured to welcome Mr. U.K.
Sinha to deliver today’s lecture.
The hydrocarbon sector knew Mr. Raha well as an
industry leader who straddled both the upstream and
downstream sectors, a rare combination, with great
expertise and distinction. My colleagues from the
hydrocarbon sector know Mr. Raha well; however
colleagues from the Global Compact fraternity may not
be so well acquainted and therefore allow me a brief
introduction of this illustrious industry leader.
Mr. Raha started his career in the Indian Oil Corporation
Limited as a graduate trainee and rose to become its
Director (Human Resources) before joining ONGC as its
Chairman and Managing Director in 2001 and led India’s
largest Public Sector Enterprise for five years. Under his
watch, ONGC’s market capitalisation zoomed to become
the highest among Corporate India. With intimate
knowledge of the refining and marketing sector, he led the
acquisition of Mangalore Refineries and Petrochemicals
Limited, a Private Sector Company, led an aggressive deep
water exploration campaign that placed ONGC amongst
the few operators globally that had undertaken such
deep exploration forays and initiated action on arresting
declining production from our ageing producing oil fields,
and initiated Improved Oil Recovery and Enhanced Oil
Recovery projects. Thanks to his initiative, today ONGC
has not only managed to arrest its declining production, but
actually added nearly 80 MMT of oil from these projects.
One of his pioneering ‘Gas – to – Wire’ projects, ONGC
Tripura Power Company’s 726 MW facility at Palatana was
recently inaugurated by the Hon’ble President of India.
All this was achieved in his term of five years and it is
the momentum that he provided to the organisation
that continues to serve us well even today. I was
privileged to serve with Mr. Raha as Chief of Corporate
Communications of ONGC at Delhi reporting directly
Welcome Speech
by Mr. Sudhir Vasudeva
President, Global Compact Network India and
Chairman & Managing Director, ONGC
6
4TH SUBIR RAHA MEMORIAL LECTURE
to him. The learning for me during this was profound. I
treasure this legacy each day and thank.
Our guest today, Mr. U.K. Sinha, Chairman, Securities
& Exchange Board of India, quite honestly, needs no
introduction as he is a newsmaker practically every single
day. I approached Mr. Sinha during SEBI’s Silver Jubilee
celebrations in Mumbai to deliver this lecture and sir, I am
extremely grateful to you that you graciously accepted our
invitation.
As host, I reserve the privilege of a formal, albeit brief
introduction of Mr. Sinha to the House.
Mr. Sinha was appointed Chairman, SEBI on February
18, 2011. Prior to this assignment, he was Chairman &
Managing Director of UTI Asset Management Company
Ltd. and Chairman of Association of Mutual Funds
in India. As an IAS officer, he earlier held several key
positions with distinction in the Ministry of Finance,
Government of India and actively contributed to
financial sector reforms in the country. He is also
credited with starting the micro pension movement
in India. He has served as Chairman of the Working
Group on Foreign Investment in India formed by the
Government of India, and was member of several
committees set up by the Government of India including
the Committees on Liquidity Management, Foreign
Institutional Investors, Corporate Bond Market and
Investor Protection.
Just the other day it was reported in the national press
that at Mr. Sinha’s initiative, SEBI has allowed small and
medium enterprises to list their shares without an initial
public offer. This move will surely boost sentiment across
the country’s start-up ecosystem and is also a welcome
news for entrepreneurs from the Global Compact
fraternity focused on sustainable development initiatives.
I am hopeful that with todays interaction, Mr. Sinha’s
connect with the Global Compact fraternity will
strengthen further and lead to a better understanding of
the work we do. This tether will surely strengthen going
forward and we will seek SEBI’s support for some of
our key initiatives that we are presently working on that
include Global Compact Awards and composite ranking of
industry on the triple bottom line concept.
Today, Mr. Sinha has chosen to speak on ‘Expanding
Paradigm of Corporate Governance’, a subject close to
his heart. Corporate Governance is now slowly but surely
7
4TH SUBIR RAHA MEMORIAL LECTURE
migrating from the time when this exotic sounding
phrase was much bandied about in Board Rooms, but
was invariably given the go – by in implementation. The
last decade has witnessed much progress as norms and
formal guidelines have emerged, and gradually from the
‘desirable’ it is moving toward mandatory compliance.
Spencer Stuart, a US based executive search firm has
tracked progress on corporate governance issues for more
than two decades and publishes each year an annual
Spencer Stuart Board Index of ‘S & P 500 Companies’.
It is now in its 27th edition released in 2012 in which it
presents the inter-temporal performance of companies for
the past decade i.e. since 2002 to 2012.
Allow me to share a few of its findings.
•	 On gender diversity of the Board, it reports that in
2012 the figure stood at 17%, up from 12% in 2003.
•	 The percentage of independent directors has
increased from 79% in 2002 to 84% in 2012.
•	 In 2002, the CEO was the only non-independent
director on 31% of S&P 500 boards compared with
59% of boards today.
•	 In 2002, one-quarter of S&P 500 boards separated the
chairman and CEO roles, compared with 43% today.
•	 Meanwhile, 23% of S&P 500 boards in 2012 have a
non-executive chairman who is truly independent.
The financial oversight of boards has increased as is
evident from the following findings:
•	 The percentage of chief financial officers, treasurers or
other financial executives serving as the audit committee
chair increased from 4% in 2002 to 33% in 2012.
•	 In 2003, 21% of boards reported having a financial
expert — 146 financial experts in total — versus in
2012, when 100% of S&P 500 boards report having at
least one financial expert for a total of 1,096.
•	 Fewer active CEOs and other top corporate leaders
are serving as audit committee chair. Active CEOs,
chairs, presidents and COOs made up 27% of audit
committee chairs in 2002 versus 10% in 2012.
A few other notable findings are:
•	 Audit committees met more often than in 2002. On
average, S&P 500 audit committees had five meetings
in 2002 versus 8.7 in 2012.
•	 CEOs are now much more focused on managing their
own companies as the average S&P 500 CEO in 2012 sat
on 0.6 outside boards that is half the 1.2 average in 2002.
8
4TH SUBIR RAHA MEMORIAL LECTURE
•	 The percentage of S&P 500 boards with a nominating
committee made up entirely with independent
directors rose from 75% in 2002 to 99.6% in 2012.
•	 Average number of board meetings each year
increased from 7.5 to 8.3, up by 3%.
•	 One-quarter of new independent directors are
active CEOs, COOs, chairmen, presidents and vice
chairmen, down from 41% a decade ago.
•	 Division / subsidiary presidents and other line and
functional leaders now make up 22% of all new
directors, versus 7% a decade ago.
•	 Retired executives and those with financial and global
experience also grew popular.
In addition, the report lists the following top five
Governance issues that required most attention from
Boards in 2012:
•	 Executive Compensation
•	 Board’s role in corporate strategy discussions
•	 CEO succession planning
•	 Director recruitment
•	 Say on Pay
Though there are other reports that capture findings of
annual surveys, I chose this report as it captures the 10
years trend and gives us incremental change over a decade.
This is a small sliver from the report, but is indicative of
progress that corporate governance has made over the
past decade. In US public company boards today, are more
independent from management, more financially savvy,
more diverse and older. I could not access a similar report
on Indian companies, but I suspect that the trend may be
somewhat similar, though the pace may be a tad slower as
the pace of change in the US was prompted primarily by
enactment of the Sarbanes-Oxley Act and new exchange
listing requirements and though in India Clause 49
stipulations came into force in 2003, we still await the new
Companies Act to come into force shortly.
We in the public sector space have been governed by
Clause 49 stipulations since 2003 when it came into force
as well as by the DPE guidelines on Corporate Governance
that came into force in 2010. On performance appraisal of
Boards on corporate governance, many rating companies
have been offering services almost since a decade, but
principally on account of process of non–uniformity, they
have not gained much acceptance. However, The Institute
of Company Secretaries of India (ICSI) has broached
the idea of a standardised corporate governance rating
model and is in discussion with SEBI on its design and
implementation. Mr. Sinha will surely speak more about
this in his address.
In summation, corporate governance has been making
steady progress and is driven more by stipulation and
compliance rather than volunteerism and this trend is
likely to continue. This subject has a natural convergence
with the Ten Universal Principles of the United Nations
Global Compact movement on Human Rights, Labour,
Sustainability and Anti–corruption, and we therefore offer
to undertake outreach and capacity building initiatives in
association with SEBI.
Sir, I thank you again for so graciously accepting our
invitation and welcome all patrons once again to the 4th
Subir Raha Memorial Lecture.
9
4TH SUBIR RAHA MEMORIAL LECTURE
Theme Setting Speech
by Ms. Lise Grande
UN Resident Coordinator and UNDP
Resident Representative in India
Allow me to start my comments by paying respect to
distinguished colleagues at the podium Mr. U.K. Sinha,
Chairman, Securities and Exchange Board of India,
Mr. Sudhir Vasudeva, CMD, ONGC, Dr. Uddesh Kohli
and Dr. S.P.S. Bakshi, CMD, Engineering Projects India
Limited. As the head of 27 United Nation agencies that
have the privilege of working in India, it’s an honour for
me to be a part of 4th Subir Raha Memorial Lecture. I had
the privilege of being at the 3rd Memorial Lecture last
year not long after I first arrived in India and I was deeply
impressed with the tributes that were paid to a person of
remarkable vision, drive and passion.
Subir Raha was the man with the mission who settled for
nothing short than the best and brought those values to
bear at the enterprise he led. Today ONGC is not only
India’s most valuable public sector enterprise but also the
one that is respected globally. It features on Fortune 2012’s
Most Admired list and ranked high on the Forbes 2000 list
of world’s largest companies last year.
All of us look forward today to hear the keynote address
from Mr. Sinha, the Chairman of SEBI on the important
theme of ‘Expanding the Paradigm of Corporate
Governance’. This opportunity perhaps in my capacity
as the head of UN family in India will allow me to share
my reflections of the many reasons why governance the
theme of this lecture is so important globally. It is long
been the view of UN and other members that democratic
governance is the necessary foundation for sustainable
transformative development. The historical record and fact
is very clear on this point. The countries where governance
is in deficits the gains that are made through development
are often either superficial or worst, and are at risk of being
reversed. The record confirms that the only way to ensure
that development is both transformative and irreversible
is by entering democratic governance in all aspects of the
public domain and also in the public sector. Democratic
governance is the key to development because of the reasons
we all know. Human rights are exercised and protected
best in countries with high level of governance. Public
participation and policy making is highest and inclusivity
is broadest in countries with high levels of democratic
governance. The delivery of public goods is almost better
in countries with high level of democratic governance and
corruption is better kept in check to improve accountability
and transparency and citizen participation. Studies done
by the UN conform on the flip side that in countries where,
there are problems of deficits in governance, development is
slower and is less sustainable. Study shows the governance
deficit which usually takes the form of corruption, we all
know about this divert of public resources for private gain,
but it perhaps would be beneficial to remind ourselves just
how high the cost is globally of this form of corruption. The
UN estimates that it would take 94 billion dollars to meet
globally all the Millennium Development Goals targets on
education, health and poverty, every year however at least
1 trillion dollar is lost through elicit financial flows. This is
more than 10 times the amount required to meet the basic
needs of the people living in poverty, across the world. The
economic cost of corruption is only part of the story. The
true story and the true cost are far deeper and far higher.
10
4TH SUBIR RAHA MEMORIAL LECTURE
There is no question about this. Corruption is devastating
for a country trying to develop. It corrodes the social value.
It undermines the trust of people, the government and the
people who serve. Corruption impacts the core the hardest
and it impacts them the most. It means less access to jobs,
justice and fewer opportunities. In the past, we have lost
the most due to rapid degradation of natural resources
that happens when environmental laws and regulations
are circumvented. Since corruption globally undermines
development, the governments and corporations across the
globe are working towards putting in place mechanisms that
promotes and ensures good governance.
There is a major debate underway about what should
replace now the Millennium Development Goals of 20Gs
which is due to expire on 2015. The goals were agreed
by all the countries of the world in year 2000. The goals
talk about 8 specific commitments that countries have
made to reduce poverty, provide education, to improve
health and reduce environmental degradation. With
the goals about to expire, people all over the place are
debating what should replace them. In fact UN as a part
of this is facilitating the largest ever global consultation.
There are 750 million people from around the world
including India who are talking about what kind of
goals should be agreed for the next generation. In the
100 countries where this consultation is taking place,
the one thing that absolutely everybody agrees upon is
that governance has to be the necessary foundation for
development. Everywhere people want transparency and
accountability from their public officials and from the
private sector. And they all want to participate in policy
making. This demand cannot be ignored. Even now
across the globe, millions of people are coming out on
the streets demanding better governance. Meeting the
demands of the people for better governance in public
and private sector is becoming the highest priority of the
companies, that’s why this lecture is so important to all
of us tonight.
11
4TH SUBIR RAHA MEMORIAL LECTURE
Ladies and gentlemen, I am indeed very grateful to Global
Compact Network India and particularly Mr. Vasudeva for
inviting me to this event today.
I didn’t have occasions to meet Mr. Raha frequently but I
had a few opportunities to interact with him particularly
when I was working with the Ministry of Finance in the
capital market division. That was also the time when
ONGC went for its Initial Public Offering (IPO). I noticed
that Mr. Raha exuded energy and a lot of commitment
and that he always looked at the big picture. We all know
that he was responsible for transforming ONGC from an
organization working in one particular sector to a global
energy player. My homage to Mr. Raha in particular and
my good wishes and compliments to ONGC .
When Mr. Vasudeva approached me for this particular
event, he kept the topic very open. I chose to select the
theme “Expanding Paradigm of Corporate Governance”
considering its growing relevance in today’s world. In this
respect, while trying not to be very technical, I will make
an attempt to explain what I understand is the emerging
scenario and the direction we should be moving towards
and why.
If we look at the developments during the last decade
or so, both in India and outside, we will discover that
society has been in a flux. We will discover that both in
social and political life, demands for good governance
are being made from completely unexpected quarters.
Questions are being raised from corners which nobody
could have imagined even 5 years earlier. The challenges
to established governance patterns are happening in
unimaginable fashions, e.g. from Tahrir Square in Cairo
to Taksim Square in Istanbul. The society seems to be in
a state of turmoil and people are increasingly demanding
good governance. They want that people at the helm
should live up to the expectations bestowed on them. And
this is happening in a much more structured way and
with much more frequency than anybody could have ever
thought. When bus fare was hiked in Brazil, more than 1
million people came on the streets in protest. Who could
have anticipated such a thing to happen in the past. The
final story of Tahrir Square has not unfolded because we
can see that new developments are taking place every day.
All this has also been aided by modern technology, by
social media and by IT. If a water canon is being used at
one particular corner anywhere, within seconds it goes
viral all over the world and people are passing on their
comments, whether it is in Alleppy or in Guwahati, almost
instantaneously.
Another important thing is that if we look at the history
of social change in India during the last 60-70 years or
globally during the last 100 years, generally students have
been at the forefront. But what we are noticing during the
last 5 years is that this has now gone much beyond. Young
professionals, homemakers, people who have never moved
4th Subir Raha
Memorial Lecture
by Mr. U.K. Sinha
Chairman, Securities and
Exchange Board of India
12
4TH SUBIR RAHA MEMORIAL LECTURE
out of their homes for any social or political event or any
social or political cause, are there on the streets today.
You may perhaps be aware that if a political party had to
organize any event in a city then it had to garner people
by planning for their transportation and taking care of
their lodging and boarding. But the events that we are
seeing today have no such demands. People are coming
in a spontaneous way. It was seen at the India Gate or
at the Ramlila Maidan that nobody from the organizers
was preparing and distributing food. In fact the people
who were there to participate, themselves offered and
managed the whole show. This is a major development.
The people who never came out of their homes, offices
and workplaces, are now coming out in a big way and
they are all educated people, they have their own work,
their professions but they are ready to gather to show their
anger or disapproval.
What I also know is that, if I can borrow a term from
pedagogy called Continuous and Comprehensive
Evaluation (CCE), society now is demanding CCE from
the people who they have made in charge of the society,
their political life or for any assignment which they are
giving to them. So, a person in charge of an organization
or any place of responsibility is being continuously
evaluated. And because of this, democracy is getting a
new meaning. Earlier if you were appointed to a post you
knew that you were there for a certain period of time and
you will be evaluated after the term ends, when you were
seeking re-election. However, today the right to recall,
the right to reject, are the rights that are being talked
about in the mainframe agenda very effectively and very
loudly. What has happened is that because of all this, the
voice against corruption, voice against malfeasance, etc.
have become more organized. And these are happening
globally, not just in India.
It seems something has evolved in the last five to ten
years which is fanning these events all over the world.
And what people are frowning upon is arbitrariness, they
are frowning upon nepotism. Also the comfort zone in
which people in position used to find themselves, is no
longer there. They are getting challenged everywhere
and are being challenged on a continual basis. I will take
the example of civil servants and talk in the context of
India to make a point. Civil servants in India have got
a legal and constitutional protection for any work done
by them in due discharge of their duties. Today that is
getting challenged. People are being able to challenge it
successfully. For example, civil servants earlier had an
advantage of Conduct Rule, which prescribed who he
should inform and what he should inform. There was an
Official Secrets Act as well. So, there were well laid down
rules and policies for what information he can share with
somebody and what he cannot. But today all those things
are eroding because from the Official Secrets Act, we have
now come to the Right to Information Act. Now we have
come to a situation where whistleblower policy is getting
approved and recognized. And we have also seen scenarios
where a number of senior Government functionaries both
administrative and political are being prosecuted.
This only exhibits that society’s tolerance level has come
to the brink. Society will no more tolerate activities which
they feel are either not desirable or are not as per the rules
of the game. Earlier, we elected a government, selected
someone to a post and let him run the post. But now that
traditional old fatalism has gone away and gone away in
a big way. Now people are challenging the actions. And
there are now new guardians. The new guardians are the
media, courts of law, public interest litigations, RTI and
so on. These things are coming out and once again when I
talk about them, I am not talking about only India but all
over the world.
The point is, if in our social and political life, if such
established norms are getting challenged in a very
evocative manner all over the world, then it is quite
natural that the governance of corporates will also get
challenged in a similar way. It is quite natural and quite
logical that if the society at large is demanding a certain
level of performance, the same yardstick, same principles
and same objectives will apply when we are looking at
the governance of corporates. People now want more
and more effective say in decision making and now the
paradigm of governance is expanding. In fact, it has
expanded in such a way that many of us have failed to
13
4TH SUBIR RAHA MEMORIAL LECTURE
take note of its impact and the direction in which it is
likely to move unless corporations start taking effective
actions. I also find that, if for example, firms in Wall
Street have indulged in malpractices, have indulged in
activities which are not strictly legal and the CEO and
senior managers expect that their bonuses should rise in
the same way as in the past, it is not going to happen. This
is going to be seriously challenged. And part of the reason
for this feeling among shareholders, promoters and public
is because of the severity and frequency of instances of
market misconduct, severity of malfeasance coming to
notice.
Starting from Enron to Lehman Brothers, we see how
small investors have suffered. You look at the matters
in 2008. Somebody was running Ponzi schemes, taking
money from new investors and giving it to old investors.
This was not a good business model. The promoter
was thriving on this model for 15 years but someday
it had to crash. You can look at the case of MF Global.
Almost USD 1 Billion of the client money was used by
the proprietor as his own money. It was invested badly
and then the whole money was lost. You have famous
examples of insider trading at Galleon, Goldman Sachs
and Procter and Gamble. And you look at the furore
and the public reaction that happened thereafter. Also,
look at the White Whale Case involving a trader for J.P.
Morgan Chase & Co. where reportedly more than USD
9 Billion were lost because there was complete failure of
corporate supervision and of the authorities that were
supposed to carry out risk management. And it was not
as if, one day, one person decided to take away USD 9
Billion from the corpus. Rather, the whole atmosphere
regarding supervision had failed. UBS is another example
where USD 2.3 Billion were understood to be lost due to
unauthorized speculative trading. We also have examples
of Securities and Future Commission (SFC) of Hong Kong
taking action against Citigroup and whole lot of other
things.
In India, during the last two three years, we have examples
of manipulations in GDR, manipulations in IPOs on
opening day, etc. It is becoming socially difficult to accept
this. We have examples during the last year or so of
collective investment schemes in West Bengal and Assam
which raised money in a manner that cannot be justified.
They floated a company and claimed that they were
working in real estate, working in time share and they
were completely unregulated, completely unregistered
with any regulator in the financial sector. They were
raising thousands of crores of rupees from public.
Naturally the regulator had to take action, issue banning
order and ask for refund of the money.
We have also found, for example, misuse of related party
transactions; and when I am talking about it, it is not
confined to one particular class of promoters because it
is a general feeling that this happens in promoter driven
companies. We have examples where a business unit, a
component of a company, which had a much higher value
was given off to the parent company which was outside
India for a song. If these sorts of things keep happening,
whether in India or outside India, naturally there will be
a huge demand for change. And it is in this context that
when we talk about corporate governance we have to be
conscious that the discourse on corporate governance has
to undergo a complete change.
Initially, there were the first generation of corporate
governance reforms, where rules had to be prescribed,
regulations had to be framed and guidelines that could
be referred to had to be issued. In the second generation,
the dialogue and discussions shifted to legal issues. The
expanding paradigm is now shifting from pure rule based
corporate governance regime to a regime where people are
demanding true and real corporate democracy. Demand is
also being raised for taking care of all the stakeholders and
in a sustainable manner. It is not only about taking care of
the promoter group and expecting that everybody is going
to be quiet. Like the example I gave about public life where
earlier you elected a person and then just relaxed, it is not
about having one Annual General Meeting (AGM) and
then keeping quiet throughout the year. It is not going to
be the case. People will find new avenues, new methods
and new ways to raise their voice. So, when we are talking
about corporate governance we have to think about these
14
4TH SUBIR RAHA MEMORIAL LECTURE
new realities. And the board and shareholders have to start
monitoring the performance. They have to monitor how
the continuous voice and say of the shareholders are being
heard and accepted.
In this background, there are several dimensions. One,
regulations are prescribed by the regulators and then you
know how those regulations have been implemented.
Second, there is serious enforcement action by
regulator for violations. These two are external. So far as
enforcement is concerned, it has to act more as a deterrent
rather than as a continuous guide. If we look at data both
in India and outside, we will find more and more examples
of enforcement actions becoming more and more severe.
Who could have imagined that in the Galleons case, some
well recognized and well respected people would be held
responsible and the criminal law justice system of USA
would be coming in full force. I won’t be surprised if the
same things happen in India. In fact a current debate is
going on that in case of defaulters, besides civil actions
and civil penalty, criminal actions should also be taken. It
is there in the statute in a very soft way. Let us be ready, as
the demand of the society is that it should come in a very
hard way now onward. Those days are not far off.
If you keenly observe the data, you will discover that
year after year, month after month the number of cases
that are being tried and the amounts which are being
imposed as penalty, are going up substantially. Even in
case of India, this amount has gone up. In some of the
cases where action has been taken, you will find that it
was very difficult for people to comprehend that such
big corporations, such promoters can also be brought to
law. On one hand, the question of deterrence through
enforcement action will be there but, on the other, no
society and no corporation should envisage that their
activity will only be governed through deterrence. Their
activities should rather be self governed. There are two
aspects. One is the regulations framed by a regulator
which have to be enforced, but more important is the
internal governance system of the corporation. The
important point here is that the internal governance
system and the regulations should complement each other.
They have to work together.
Some of you must have seen the report submitted by
the Financial Sector Legislative Reforms Commission
(FSLRC). It has made an important point in the report.
Are you aware, for example, that the Capital Market
Regulator or SEBI has the components of three arms
of government? Government has a legislative wing that
looks into the legislation, another wing that looks after the
judicial part and the third is the policy execution part. The
structure of law today is that SEBI, for example, has all the
three components. We are permitted by the parliament
to frame regulation, and those regulations have the force
of law. Then we have got powers and responsibility to
investigate a matter, like a policeman investigates. And
once the investigation is over, we also have power to work
in a quasi judicial capacity and pass orders. So, FSLRC
has said that since all these powers are in one place, it is
important that it should be applied in a judicious way. So
they have said, for example, that regulation making should
be in consultation with the wider society. They have
emphasized that there should be very active consultations
on regulations. They have also said, for example, those
of you who are students of law or constitutional history
would understand, that not only consultation, there
should be a clause by clause statement of objects and
reasons as to why a particular clause has been provided for
in the law, what is the intent, what is the objective, what
are the recommendations. So, while regulation drafting
will go on, and regulations will have to keep track of the
developments as well as challenges in the society and
corporate world, when so much debate is going on internal
governance of a regulator, it is natural that for corporates
as well, the most important thing is internal governance
mechanism.
If you see the developments in the USA from the
Sarbanes – Oxley Act to the Dodd Frank Act, a number
of changes have happened on corporate governance
and it is quite natural that we in India should also start
15
4TH SUBIR RAHA MEMORIAL LECTURE
preparing ourselves. I am reminded that if salaries and
perks of politicians or civil servants are increased and it
is increased in a manner that the society is not ready to
accept, i.e. it is enhanced in a steep manner, and on the
other hand the perception in the people’s mind is that
they are starving and that an increasing number of people
are below the poverty line, then there will be a furore in
this country or any other country for that matter. So, just
because you have the authority, you can no longer abrogate
all the privileges to yourself or majority of the privileges
to yourself. Let us apply the same principle to corporate
world. It stands to reason that if a company’s bottom line
or performance has not been good and year after year,
the company is awarding the employees, especially senior
employees, such that their bonuses are going up, there is
bound to be a protest. When we are talking of corporate
governance, these things have to be kept in mind. These
are the new paradigms which have emerged. Same
principles have to be applied.
Coming back to India, I will tell you about the changes
that SEBI has tried to bring in the area of corporate
governance in the country. And we also have the
Companies Bill. I said in the beginning that I will not
be technical. So, I will just mention a few things to
understand the direction in which the things are going
on. If you see the Companies Bill or what SEBI is trying
to do, you will discover that for independent directors
for example, key issues are, what percentage of the
board should be independent directors, what are the
qualifications of an independent director, what should be
their term, for how many years can they be there, what
is the criteria of independence? The role of the audit
committee is also becoming important, what should be
the composition of the audit committee, what role should
they have in the appointment of the Chief Financial
Officer (CFO), why should they need a certification from
the CFO; these are the questions that are being addressed.
How many committees of the boards should be there? And
in these committees who should be representing and what
should be the modalities of the independent directors in
these committees? Disclosures are also very important.
These are some of the things that are getting addressed
now through the Companies Bill and SEBI’s guidelines.
About two days back, I was in Chandigarh and was
addressing an investor’s conference. An elderly gentleman,
who said that he was an ex-army officer, remarked that the
earlier days when the Controller of Capital Issues sitting in
the North Block in the Ministry of Finance used to decide
the price of an IPO were good. Why has SEBI given this
disclosure based system when there is no certainty about
the price? He gave examples of investments that he made
in some companies, names of which I have never heard.
I was in fact surprised who induced him to make these
investments in the companies. But his feeling was why the
prices were not fixed by SEBI, which means he wanted a
guaranteed return on his IPO investments, but the rule
of the country is that these things are based on disclosure
and our responsibility as a regulator is that everything
material has to be disclosed and to ensure that everything
that is being disclosed has to be correct. Disclosures have
to be more and more important in the minds of the people.
Company boards and managements have to be very careful
and aligned with the need of disclosures and making timely
disclosures. You may know that we have requirement of
disclosure, some of which are event based and some of
which are periodical. The important thing is, do we have a
16
4TH SUBIR RAHA MEMORIAL LECTURE
good culture of disclosures? In the absence of that culture,
people will challenge you and people will take it up to a
different level. Besides regulatory disclosures, there are
some disclosures that are not regulatory requirements. So,
people should ask themselves sitting on the board or as
senior managers, whether they are disclosing because they
intend to comply in a routine manner or are they doing
it to gain trust, i.e. whatever the company says has to be
trusted by the whole world. If our answer is the second one,
then I think the company has an advantage.
The requirements of corporate social responsibility,
requirements of rotation of auditors, and also the
requirement in the Companies Bill to have a director
representing the small investors are all matters of details.
But what is the underlying idea? The underlying idea is
that shareholder’s democracy has to be taken to the next
level and if a company is found lacking in it, the company
is bound to suffer. The company is bound to suffer in the
business, in the interaction with the regulators and the
society at large. I am also finding increasingly, both in India
and outside India, that for abusive related party transaction,
the focus of regulators globally is shifting away from
penalizing the company to penalizing individuals. This is
a very major change and I will like to focus your attention
on this. If you look at things 5 years back, the companies
were getting penalized and in many cases they would
have a settlement with the regulators and the enforcement
action would be avoided. But now the needle is changing
in some other direction. Now it’s no longer confined to the
company, now the individual accountability is becoming
more and more, the rule of the game, not only in India but
globally. One area where serious action and improvement
is required is the area of related party transactions. I would
urge that every company must set up the mechanism to
deal with related party transactions. Because the regulators
may prescribe, like take it to the board, take it to the
stakeholder, let the minority shareholders vote for it, let
the majority be out. All these could be prescribed but, my
friends, the actual remedy is to build the real culture in
your company and if we are able to build that culture, rest
of the things will follow.
While part of things that I said are about the Companies
Bill and what is happening outside India, a question
can arise in your mind – what is SEBI’s view on these
matters? To answer this, I will draw your attention to
a SEBI regulation with regard to governance of stock
exchanges in India which has come out last year and
those of you who would like to read it, read it in terms
of corporate governance in India. SEBI has prescribed
that minimum 50 % of directors should be independent,
Chairman of the Board should be an independent director,
the compensation committee should be headed by an
independent director and it should have majority of
independent directors. The risk committee and various
other committees of the board have to be decided in that
particular manner. This is the destination which SEBI
would like corporate India to reach. I also assure you that
we are not going to do what proves to be disruptive. It is
not that we are going to change those things tomorrow,
but if some of you want to read about SEBI’s direction of
thinking in these areas then you can read The Securities
Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) Regulations, 2012 (SECC Regulations),
especially the governance part. Reading this would give
anyone a fair idea about the destination and direction that
we would want to reach.
Another important thing that I would like to draw your
attention towards is the role of institutional investors.
You will find that SEBI has come out with guidelines that
mutual funds companies must have a policy of voting.
And when they are voting as an investor in a company,
we have also prescribed that their voting record should
be displayed on their websites about what particular
resolution and in what particular manner they have voted.
So, the institutional investors have to play an important
role. We are in dialogue with other regulators who regulate
large institutional investors, and jointly we would like to act
together so that institutional investors lend a voice to other
minority holders and provide a counter point to promoters.
All of you know that in the Asian region, we have got a
higher percentage of directors who represent shareholders
with large shareholding, called as promoter directors. In
India, this situation is accentuated because we have almost
50 % promoter shareholding, on an average, in the Indian
listed companies. So, the role of institutional investors is
going to be important. In this context, the role of proxy
advisory firms would also be important, which was
nowhere in existence in India till about 3 years back. But
now more and more proxy firms are coming up. Globally
they play a big role in lending voice to the small investors
or the minority investors. In a related context, another
measure that we have taken, by way of illustration, is the
requirement for information and disclosure of pledged
shares. This may not sound very significant, but if we see
17
4TH SUBIR RAHA MEMORIAL LECTURE
major scams and developments that followed, we discover
that lack of disclosure about promoter’s shareholding has
been a major cause of shareholder’s losing their value.
So we have placed importance to pledged shares. Now
we have stipulated that not only pledging of share but
also creation of any kind of encumbrance should also be
disclosed. And I must add here that we have firms in India
with high degree of legal acumen who come out with
some new name, which they say is neither a pledge nor an
encumbrance. But I am sure that this cat and mouse game
won’t last for long and that the regulator will be able to
catch up with this.
SEBI has also provided for peer review of auditors,
compulsory demat of promoter shareholdings, approval of
CFO’s appointment by the audit committee, and disclosure
regarding agreement with media companies. These were
ways through which investors can be misled. Another
recent measure that has been taken is about ensuring
minimum public shareholding in listed companies. This
has been under discussion since the year 2000. Listed
companies in India, raising money from public, were
having as low as 3 - 5 % public shareholding. Naturally the
float was less. Therefore, for variety of reasons, especially
from corporate governance point of view, SEBI insisted
and gave 3 years as deadline to the companies to comply
with minimum public shareholding norm of 25 %. Of
these, 105 failed to meet the deadline. On this 4th of
June, with the deadline ending on 3rd June, an order was
passed against these 105 companies and the promoters
or the managers who were responsible. It was also taken
into account that the orders passed did not compromise
the interest of the minority shareholders. SEBI has been
assured by the Government of India that they would
follow these guidelines for PSUs and within the timeline
stipulated for them.
Similarly, SEBI has recently taken certain decisions
concerning the Buyback Regulations, which are going
to help in a big way in ensuring that the corporate
governance norms in that particular company are
diligently followed. Our analysis shows that earlier
many companies used to announce a buyback process
and the time gap used to be about 1 year. Also, there
was no minimum restriction on how much you can buy
and it became a price support mechanism rather than a
mechanism to buy back the shares and return the money
to the shareholders.
I would like to end now by saying that regulations will
continue to evolve and the regulators will continue to act
but it is very important that the promoters, the directors
and the seniors managers, all realize that it is better to
develop a culture where they don’t fall on the wrong side
of the regulator or the wrong side of law. If that culture
is maintained and those standards are built in, then the
good news is that the markets will reward such firms. It is
economically advantageous in the medium to long term if
a company is perceived to be a company which is ethical,
which follows laws, which follows higher standards.
Corporate governance makes more demand on the
managers, the board and the promoters but the good thing
is that it will also help rewarding the company, including
the shareholders.
I once again want to thank you all and Mr. Vasudeva for
inviting me and patiently listening to me. I wish you all the
best.
18
4TH SUBIR RAHA MEMORIAL LECTURE
Q: Why can’t SEBI fix the price based on valuations of
the companies rather than based on disclosures because
markets are sentiment driven and they really don’t grow
by the disclosure, the public in India is also sentimental
and it goes by the market sentiments. So till the market
really matures the public is also mature to buy certain
shares whether from primary market or secondary
market. Such sins will keep on happening and how SEBI
really takes account and care of such issues?
If you are arguing in favour of a merit based regime where
the price of an IPO is fixed by the regulator or by the
government, I think you are behind the curve by more
than 2 decades. This will not work. Suppose SEBI decided
the price and then the price falls below the expected level
and then people will want someone to compensate. People
will demand their money to be compensated in case of
such an occurrence. The underlying idea of asking for
price determination is same. Who is going to compensate,
do you expect SEBI to compensate, Government of India
to compensate or the company to compensate? So let us
understand the development that has taken place and you
should also look outside India. Outside India in how many
countries is the price fixed by the regulators? We can’t be an
open market, where I welcome foreign inflows and money to
come into our capital market, and fixing prices at same time.
Market forces have to determine the true value of an IPO.
I have two-three deliberations on your point. One, the
disclosure wasn’t perfect. Maybe as a regulator we failed
in ensuring correct disclosure. If correct disclosures are
made these won’t happen. I mentioned about a company
which claimed that it rose close to Rs. 24,000 crores from
3 crore investors, the action against this company started
because the company filed for an IPO. The public response
that we have got is against it. So we shouldn’t argue about
something which is not doable. What we can argue is what
measure SEBI is going take to ensure that the disclosures
are made and what measures SEBI is going to take to
ensure that post listing manipulation doesn’t happen.
I will finish this by putting forward one point. SEBI has
taken a measure that on the opening day of an IPO the
volatility will be reduced to preopen call auction market.
And nine or ten issues that have come out after this rule, is
that the volatility have come back to required level. There
are challenges but we can’t get back to price fixation.
Q: I will like to commend the initiation of clause 55,
last year, that focuses on promotion of sustainability
among the corporates and that concern will need to be
kept in mind by all corporates, which works for the well
being of the environment and the people, while being
committed to profits. How will you make sure that the
investor community especially the large funds and large
institutional investors also build into their decision
making processes, elements of sustainable thinking?
Because ultimately unless the investing community
impresses upon corporate that they have to align with
these larger principles the transformation will not be
rapid enough or soon enough.
What you are talking is absolutely desirable but we
have taken some baby steps right now, e.g., what SEBI
has done is by view of providing disclosures by certain
top companies. Even if you see the Companies Bill that
provides for giving 2% of the average net profit of the
three years to investors that is also by way of disclosure.
It is not that if you don’t invest that money, the money
would be impounded by the government and invested
in a particular manner. I think let the Companies Bill
pass, things will evolve. What I want to be with you on
is that there is huge demand now that corporates have
to be conscious of the social responsibility but this is an
evolving area and has not reached the desired maturity
level or say Finland for example.
19
4TH SUBIR RAHA MEMORIAL LECTURE
It’s an honor. I remember the day when Global Compact
Network India was formed in 2003 and Mr. Subir
Raha was the first person to sign the memorandum of
association. I think we have come a long way, and the
dream that Mr. Subir Raha had, I think we have tried
to fulfill it to a great extent. It is very appropriate that
GCNI initiated a series of lecture and today is the 4th
lecture in this series. I thank Mr. Sinha for very kindly
Vote of Thanks by Dr. Uddesh Kohli
Senior Adviser, United Nations Global Compact
agreeing to be with us this evening and giving us some
insights about how SEBI has been functioning and
how it will take care of the investor’s interest as well as
effective corporate governance ensuring that we follow
best practices. Also I would like to thank Ms. Grande
for being with us, and last but not the least I would
like to thank you all for being here and making this
programme a success.
(L to R): Mr. Sudhir Vasudeva, Mr. U.K. Sinha, Ms. Lise Grande, Dr. S P S Bakshi and Dr. Uddesh Kohli
20
4TH SUBIR RAHA MEMORIAL LECTURE
Profiles
U.K. Sinha
Chairman, Securities and Exchange Board of India
Mr. U.K. Sinha was appointed as Chairman of Securities & Exchange Board of
India with effect from February 18, 2011.
Chairman Mr. Sinha, formerly from the Indian Administrative Service - the
civil service in India, brings with him rich experience in the financial markets
for more than a decade. Prior to taking over as Chairman at SEBI, he was
Chairman & Managing Director of UTI Asset Management Company Ltd. and
Chairman of Association of Mutual Funds in India. He has earlier held several
key positions with distinction in the Ministry of Finance, Government of India
and has actively contributed to the financial sector reforms in the country. He
is also credited with starting the micro pension movement in India.
He was also the Chairman of the Working Group on Foreign Investment
in India formed by the Government of India. He was a member of several
committees set up by the Government of India including the Committees
on Liquidity Management, Foreign Institutional Investors, Corporate Bond
Market and Investor Protection.
Mr. Sinha is also currently Chairman of the Asia Pacific Regional Committee of
International Organization of Securities Commissions (IOSCO).
21
4TH SUBIR RAHA MEMORIAL LECTURE
Profiles
Dr. S. P. S. Bakshi
Chairman-cum-Managing Director, Engineering Projects (India) Ltd.
Dr. S. P. S. Bakshi, Chairman-cum-Managing Director, Engineering Projects (India) Ltd.,
A Govt. of India Enterprise, is an M. Tech & MBA(HRD) with nearly 33 years of rich and
comprehensive professional experience in implementation of Infrastructure Projects on
turnkey basis. Prior to joining EPIL, he had worked with NHAI & AAI at senior positions
implementing prestigious Airport & Highway projects. He has been conferred upon
Degree of Doctor of Philosophy (Honoris Causa) by Singhania University, Rajasthan.
Dr. Bakshi is an active member of various International & National professional bodies
like the Institution of Engineers, India; the Institute of Transportation Engineers, USA;
Indian Road Congress, etc. He holds various offices as:
Board of Director, International Road Federation, Geneva,
Vice President, Construction Industry Development Council (CIDC),
Vice President, Indian Building Congress, and
Vice President, Global Compact Network India.
Dr. Bakshi is the recipient of many prestigious awards in recognition of his contribution
towards Construction industry.
Mr. Sudhir Vasudeva
President, Global Compact Network India and
Chairman & Managing Director, ONGC
Mr. Sudhir Vasudeva heads the country’s highest profit making firm, ONGC, and is
credited with many path-breaking initiatives in complex offshore project management.
Under the professional stewardship of Mr. Vasudeva, ONGC today is the highest Profit
making and highest Dividend paying company of the country. It also remains among
the top in the Indian bourses in terms of Market Valuation. Mr. Vasudeva’s priority is
to ensure energy security by improving production from ageing fields and fast-track
development of deepwater and small and marginal fields. A firm believer in transparency
and ethical business practices, Mr. Vasudeva is the first business leader from Indian
PSUs to be a Member of the Board of the United Nation’s Global Compact, the largest
voluntary corporate citizenship initiative in the world championing the cause of
responsible business behaviour through its Ten Principles in the areas of human rights,
labour standards, the environment and anti-corruption. He is also the President of Global
Compact Network India.
22
4TH SUBIR RAHA MEMORIAL LECTURE
Dr. Uddesh Kohli
Senior Adviser, UNGC
Dr. Uddesh Kohli, B.E. (Hons), MBA and Ph.D. in Economics, is presently the Chairman
Emeritus of Construction Industry Development Council, Chairman of Construction
Industry Arbitration Council and Engineering Council of India. He is also Secretary
General of International Federation of Training & Development Organizations (IFTDO)
and Senior Adviser in Global Compact Office of UN Secretary General, promoting this
Programme in India. He is Independent Director on the Boards of several companies and
a Member of the Board of Governors of IIM, Kozhikode.
Dr. Kohli has been Adviser, Planning Commission, the Chairman & Managing Director
of Power Finance Corporation (PFC), Chairman of Standing Conference of Public
Enterprises (SCOPE) and Consultancy Development Centre, President of Council of
Indian Employers (CIE) and All India Management Association and Member of the
Board of Governors of the Indian Institute of Management, Bangalore. He has worked as
Consultant with several United Nations organizations and the Asian Development Bank.
His wide ranging specialization includes corporate governance, strategic management,
development planning, project planning, appraisal & management, finance, energy,
power systems, corporate citizenship, reforms and restructuring, public systems, and
training. He is author of several books and articles.
An HRD expert, Dr. Kohli is the President Emeritus of Indian Society for Training &
Development (ISTD). He has been the President of the Asian Regional Training and
Development Organization (ARTDO), and President and Chairman of the Board of
IFTDO.
Ms. Lise Grande
UN Resident Coordinator and UNDP
Resident Representative in India
Ms. Lise Grande is the UN Resident Coordinator and UNDP Resident Representative
in India. She has worked for the United Nations since 1994, serving in Armenia,
Angola, Democratic Republic of Congo, East Timor, Haiti, Occupied Palestine, South
Sudan, Sudan and Tajikistan. She also worked for the Office for the Coordination of
Humanitarian Affairs (OCHA) for seven years, and was involved in some of the United
Nations’ largest humanitarian operations. She then served as Resident Coordinator and
Resident Representative for the United Nations Development Programme (UNDP) in
Armenia. Ms. Lise served for three years as Chief of the Integrated Office for the United
Nations peacekeeping operation in the DRC. In her last assignment she served as the
Deputy Special Representative of the Secretary General, Resident and Humanitarian
Coordinator and UNDP Resident Representative in South Sudan.
Profiles
23
4TH SUBIR RAHA MEMORIAL LECTURE
Supported by:
Scope Complex, Core 5, 6th floor (ONGC Office)
7 Institutional Area, Lodhi Road, New Delhi - 110003
www.globalcompact.in

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4th Subir Raha Memorial Lecture

  • 1. EXPANDING PARADIGM OF CORPORATE GOVERNANCE 1st July 2013 New Delhi by Mr. U.K.Sinha Chairman Securities and Exchange Board of India 4thSubirRaha MemorialLecture
  • 2. 2 4TH SUBIR RAHA MEMORIAL LECTURE The Global Compact Network, India was formed in November 2003 and was registered as a non-profit society to function as the Indian local network of the UN Global Compact programme. It is the first local network in the world to be established with full legal recognition. Global Compact Network India (GCNI) is a country level platform for businesses, civil society organizations, public sector and aids in aligning stakeholders’ practices towards the Ten Universally Accepted Principles of UNGC in the areas of Human Rights, Labour, Environment and Anti – corruption. At present, the India network ranks among the top 3, out of the 101 local networks in the world, and has emerged as the largest corporate citizenship and social responsibility organization in the country with a pan India membership of 126 organizations, who have strengthened their commitment to the UN’s Global Compact Principles by becoming proud signatories of the local network, GCNI. Visit www.globalcompact.in Transcribed by: Corporate Shiksha Project Coordination: Jhumki Dutta Designed and Printed by: Roots Advertising Supported by: Copyright © 2013 The Global Compact Network India Office Scope Complex, Core 5, 6th Floor (ONGC Office), 7 Institutional Area Lodhi Road, New Delhi Email: gcnindia@gmail.com Disclaimer: This publication is intended strictly for learning purposes. The inclusion of company names and/ or examples does not constitute an endorsement of the individual companies by the Global Compact Network India Office. The material in this publication may be quoted and used provided there is proper attribution. About Global Compact Network India
  • 3. Late Mr. Subir Raha 1948-2010 In Memory
  • 4. 4 4TH SUBIR RAHA MEMORIAL LECTURE Introduction The Subir Raha Memorial Lecture is an annual event held to honour Late Mr. Subir Raha, former CMD, ONGC and the Founder President, Global Compact Network India. Mr. Raha set up the organization in November 2003 and led it till May 2006. His visualization and forethought has been instrumental in leading the GCNI to become one of the first networks of the United Nations Global Compact, a legal entity. Late Mr. Subir Raha, led ONGC towards the achievement of multiple milestones during his tenure. He also led ONGC from a sectoral E&P company to become an Integrated Energy Major on a global scale; acquiring many equity assets overseas. His vision and foresight made ONGC the first Indian Corporate to lead the agenda on responsible business in India. In memory of Late Mr. Subir Raha, an annual lecture series was started by Global Compact Network India (GCNI) in 2010 and since then three memorial lectures have been organized by GCNI. On 7th July, 2010, the first Subir Raha Memorial Lecture was delivered by Mr. Nandan Nilekani, Chairman, UIDAI, Govt. of India, at Scope Complex in New Delhi. He addressed a packed auditorium wherein he talked about ‘Unique Identification Project – Experiences and Lessons for Transparency’, along with Mr. R S Sharma, CMD, ONGC and President, GCNI and Governing Council members, senior and eminent corporate executives and students. The event received wide coverage in regional and national press. Subsequently, on 27th June, 2011, GCNI hosted the Second Subir Raha Memorial Lecture at Scope Complex, New Delhi. The Vice Chairman of Tata Steel Limited and a longtime friend of Mr. Raha, Mr. B Muthuraman was the keynote speaker and he focused on issues of corporate governance and responsibility of companies towards community as well as his personal experiences with Mr. Raha. The Third Subir Raha Memorial Lecture was held on 6th November 2012, where Dr. Sam Pitroda, Adviser to the Prime Minister of India on Public Information Infrastructure and Innovations addressed a full house on the critical theme of ‘Sustainable Development and Inclusive Growth in 21st Century: Possibilities and Challenges for India’. The lecture since its inception has been attended by Corporate Leaders, CMDs and Senior Managerial Personnel from leading private and public sector companies. The informative value of the lecture has also drawn students from leading academic institutes and development professional from non-governmental organizations. The memorial lecture coincides with Annual General Body Meeting (AGM) of the GCNI.
  • 5. 5 4TH SUBIR RAHA MEMORIAL LECTURE Mr. U.K. Sinha, Chairman, SEBI, Ms. Lise Grande, UN Resident Coordinator in India, Dr. Uddesh Kohli, Senior Adviser, United Nations Global Compact, members of the Global Compact Network India, colleagues from ONGC, friends from the media, my young friends from the student community, ladies and gentlemen. As President of Global Compact Network India, it is my pleasant duty to welcome you to the 4th Subir Raha Memorial Lecture to honour the memory of the erstwhile charismatic and beloved Chairman and Managing Director of ONGC as well as Founding President of the Global Compact Network India. Though he has left us for a better world, his vision, deeds and actions continue to inspire and motivate us even today. Each year, two institutions that have benefited immensely from the leadership of Mr. Raha, PETROTECH Society and GCNI, host a memorial lecture to honour his memory. Later this year, on August 28, PETROTECH Society will also host its 4th Subir Raha Memorial Lecture that will be delivered by Dr. Anil Kakodkar, Chairman, Solar Energy Corporation India, while we at the Global Compact Network India are indeed honoured to welcome Mr. U.K. Sinha to deliver today’s lecture. The hydrocarbon sector knew Mr. Raha well as an industry leader who straddled both the upstream and downstream sectors, a rare combination, with great expertise and distinction. My colleagues from the hydrocarbon sector know Mr. Raha well; however colleagues from the Global Compact fraternity may not be so well acquainted and therefore allow me a brief introduction of this illustrious industry leader. Mr. Raha started his career in the Indian Oil Corporation Limited as a graduate trainee and rose to become its Director (Human Resources) before joining ONGC as its Chairman and Managing Director in 2001 and led India’s largest Public Sector Enterprise for five years. Under his watch, ONGC’s market capitalisation zoomed to become the highest among Corporate India. With intimate knowledge of the refining and marketing sector, he led the acquisition of Mangalore Refineries and Petrochemicals Limited, a Private Sector Company, led an aggressive deep water exploration campaign that placed ONGC amongst the few operators globally that had undertaken such deep exploration forays and initiated action on arresting declining production from our ageing producing oil fields, and initiated Improved Oil Recovery and Enhanced Oil Recovery projects. Thanks to his initiative, today ONGC has not only managed to arrest its declining production, but actually added nearly 80 MMT of oil from these projects. One of his pioneering ‘Gas – to – Wire’ projects, ONGC Tripura Power Company’s 726 MW facility at Palatana was recently inaugurated by the Hon’ble President of India. All this was achieved in his term of five years and it is the momentum that he provided to the organisation that continues to serve us well even today. I was privileged to serve with Mr. Raha as Chief of Corporate Communications of ONGC at Delhi reporting directly Welcome Speech by Mr. Sudhir Vasudeva President, Global Compact Network India and Chairman & Managing Director, ONGC
  • 6. 6 4TH SUBIR RAHA MEMORIAL LECTURE to him. The learning for me during this was profound. I treasure this legacy each day and thank. Our guest today, Mr. U.K. Sinha, Chairman, Securities & Exchange Board of India, quite honestly, needs no introduction as he is a newsmaker practically every single day. I approached Mr. Sinha during SEBI’s Silver Jubilee celebrations in Mumbai to deliver this lecture and sir, I am extremely grateful to you that you graciously accepted our invitation. As host, I reserve the privilege of a formal, albeit brief introduction of Mr. Sinha to the House. Mr. Sinha was appointed Chairman, SEBI on February 18, 2011. Prior to this assignment, he was Chairman & Managing Director of UTI Asset Management Company Ltd. and Chairman of Association of Mutual Funds in India. As an IAS officer, he earlier held several key positions with distinction in the Ministry of Finance, Government of India and actively contributed to financial sector reforms in the country. He is also credited with starting the micro pension movement in India. He has served as Chairman of the Working Group on Foreign Investment in India formed by the Government of India, and was member of several committees set up by the Government of India including the Committees on Liquidity Management, Foreign Institutional Investors, Corporate Bond Market and Investor Protection. Just the other day it was reported in the national press that at Mr. Sinha’s initiative, SEBI has allowed small and medium enterprises to list their shares without an initial public offer. This move will surely boost sentiment across the country’s start-up ecosystem and is also a welcome news for entrepreneurs from the Global Compact fraternity focused on sustainable development initiatives. I am hopeful that with todays interaction, Mr. Sinha’s connect with the Global Compact fraternity will strengthen further and lead to a better understanding of the work we do. This tether will surely strengthen going forward and we will seek SEBI’s support for some of our key initiatives that we are presently working on that include Global Compact Awards and composite ranking of industry on the triple bottom line concept. Today, Mr. Sinha has chosen to speak on ‘Expanding Paradigm of Corporate Governance’, a subject close to his heart. Corporate Governance is now slowly but surely
  • 7. 7 4TH SUBIR RAHA MEMORIAL LECTURE migrating from the time when this exotic sounding phrase was much bandied about in Board Rooms, but was invariably given the go – by in implementation. The last decade has witnessed much progress as norms and formal guidelines have emerged, and gradually from the ‘desirable’ it is moving toward mandatory compliance. Spencer Stuart, a US based executive search firm has tracked progress on corporate governance issues for more than two decades and publishes each year an annual Spencer Stuart Board Index of ‘S & P 500 Companies’. It is now in its 27th edition released in 2012 in which it presents the inter-temporal performance of companies for the past decade i.e. since 2002 to 2012. Allow me to share a few of its findings. • On gender diversity of the Board, it reports that in 2012 the figure stood at 17%, up from 12% in 2003. • The percentage of independent directors has increased from 79% in 2002 to 84% in 2012. • In 2002, the CEO was the only non-independent director on 31% of S&P 500 boards compared with 59% of boards today. • In 2002, one-quarter of S&P 500 boards separated the chairman and CEO roles, compared with 43% today. • Meanwhile, 23% of S&P 500 boards in 2012 have a non-executive chairman who is truly independent. The financial oversight of boards has increased as is evident from the following findings: • The percentage of chief financial officers, treasurers or other financial executives serving as the audit committee chair increased from 4% in 2002 to 33% in 2012. • In 2003, 21% of boards reported having a financial expert — 146 financial experts in total — versus in 2012, when 100% of S&P 500 boards report having at least one financial expert for a total of 1,096. • Fewer active CEOs and other top corporate leaders are serving as audit committee chair. Active CEOs, chairs, presidents and COOs made up 27% of audit committee chairs in 2002 versus 10% in 2012. A few other notable findings are: • Audit committees met more often than in 2002. On average, S&P 500 audit committees had five meetings in 2002 versus 8.7 in 2012. • CEOs are now much more focused on managing their own companies as the average S&P 500 CEO in 2012 sat on 0.6 outside boards that is half the 1.2 average in 2002.
  • 8. 8 4TH SUBIR RAHA MEMORIAL LECTURE • The percentage of S&P 500 boards with a nominating committee made up entirely with independent directors rose from 75% in 2002 to 99.6% in 2012. • Average number of board meetings each year increased from 7.5 to 8.3, up by 3%. • One-quarter of new independent directors are active CEOs, COOs, chairmen, presidents and vice chairmen, down from 41% a decade ago. • Division / subsidiary presidents and other line and functional leaders now make up 22% of all new directors, versus 7% a decade ago. • Retired executives and those with financial and global experience also grew popular. In addition, the report lists the following top five Governance issues that required most attention from Boards in 2012: • Executive Compensation • Board’s role in corporate strategy discussions • CEO succession planning • Director recruitment • Say on Pay Though there are other reports that capture findings of annual surveys, I chose this report as it captures the 10 years trend and gives us incremental change over a decade. This is a small sliver from the report, but is indicative of progress that corporate governance has made over the past decade. In US public company boards today, are more independent from management, more financially savvy, more diverse and older. I could not access a similar report on Indian companies, but I suspect that the trend may be somewhat similar, though the pace may be a tad slower as the pace of change in the US was prompted primarily by enactment of the Sarbanes-Oxley Act and new exchange listing requirements and though in India Clause 49 stipulations came into force in 2003, we still await the new Companies Act to come into force shortly. We in the public sector space have been governed by Clause 49 stipulations since 2003 when it came into force as well as by the DPE guidelines on Corporate Governance that came into force in 2010. On performance appraisal of Boards on corporate governance, many rating companies have been offering services almost since a decade, but principally on account of process of non–uniformity, they have not gained much acceptance. However, The Institute of Company Secretaries of India (ICSI) has broached the idea of a standardised corporate governance rating model and is in discussion with SEBI on its design and implementation. Mr. Sinha will surely speak more about this in his address. In summation, corporate governance has been making steady progress and is driven more by stipulation and compliance rather than volunteerism and this trend is likely to continue. This subject has a natural convergence with the Ten Universal Principles of the United Nations Global Compact movement on Human Rights, Labour, Sustainability and Anti–corruption, and we therefore offer to undertake outreach and capacity building initiatives in association with SEBI. Sir, I thank you again for so graciously accepting our invitation and welcome all patrons once again to the 4th Subir Raha Memorial Lecture.
  • 9. 9 4TH SUBIR RAHA MEMORIAL LECTURE Theme Setting Speech by Ms. Lise Grande UN Resident Coordinator and UNDP Resident Representative in India Allow me to start my comments by paying respect to distinguished colleagues at the podium Mr. U.K. Sinha, Chairman, Securities and Exchange Board of India, Mr. Sudhir Vasudeva, CMD, ONGC, Dr. Uddesh Kohli and Dr. S.P.S. Bakshi, CMD, Engineering Projects India Limited. As the head of 27 United Nation agencies that have the privilege of working in India, it’s an honour for me to be a part of 4th Subir Raha Memorial Lecture. I had the privilege of being at the 3rd Memorial Lecture last year not long after I first arrived in India and I was deeply impressed with the tributes that were paid to a person of remarkable vision, drive and passion. Subir Raha was the man with the mission who settled for nothing short than the best and brought those values to bear at the enterprise he led. Today ONGC is not only India’s most valuable public sector enterprise but also the one that is respected globally. It features on Fortune 2012’s Most Admired list and ranked high on the Forbes 2000 list of world’s largest companies last year. All of us look forward today to hear the keynote address from Mr. Sinha, the Chairman of SEBI on the important theme of ‘Expanding the Paradigm of Corporate Governance’. This opportunity perhaps in my capacity as the head of UN family in India will allow me to share my reflections of the many reasons why governance the theme of this lecture is so important globally. It is long been the view of UN and other members that democratic governance is the necessary foundation for sustainable transformative development. The historical record and fact is very clear on this point. The countries where governance is in deficits the gains that are made through development are often either superficial or worst, and are at risk of being reversed. The record confirms that the only way to ensure that development is both transformative and irreversible is by entering democratic governance in all aspects of the public domain and also in the public sector. Democratic governance is the key to development because of the reasons we all know. Human rights are exercised and protected best in countries with high level of governance. Public participation and policy making is highest and inclusivity is broadest in countries with high levels of democratic governance. The delivery of public goods is almost better in countries with high level of democratic governance and corruption is better kept in check to improve accountability and transparency and citizen participation. Studies done by the UN conform on the flip side that in countries where, there are problems of deficits in governance, development is slower and is less sustainable. Study shows the governance deficit which usually takes the form of corruption, we all know about this divert of public resources for private gain, but it perhaps would be beneficial to remind ourselves just how high the cost is globally of this form of corruption. The UN estimates that it would take 94 billion dollars to meet globally all the Millennium Development Goals targets on education, health and poverty, every year however at least 1 trillion dollar is lost through elicit financial flows. This is more than 10 times the amount required to meet the basic needs of the people living in poverty, across the world. The economic cost of corruption is only part of the story. The true story and the true cost are far deeper and far higher.
  • 10. 10 4TH SUBIR RAHA MEMORIAL LECTURE There is no question about this. Corruption is devastating for a country trying to develop. It corrodes the social value. It undermines the trust of people, the government and the people who serve. Corruption impacts the core the hardest and it impacts them the most. It means less access to jobs, justice and fewer opportunities. In the past, we have lost the most due to rapid degradation of natural resources that happens when environmental laws and regulations are circumvented. Since corruption globally undermines development, the governments and corporations across the globe are working towards putting in place mechanisms that promotes and ensures good governance. There is a major debate underway about what should replace now the Millennium Development Goals of 20Gs which is due to expire on 2015. The goals were agreed by all the countries of the world in year 2000. The goals talk about 8 specific commitments that countries have made to reduce poverty, provide education, to improve health and reduce environmental degradation. With the goals about to expire, people all over the place are debating what should replace them. In fact UN as a part of this is facilitating the largest ever global consultation. There are 750 million people from around the world including India who are talking about what kind of goals should be agreed for the next generation. In the 100 countries where this consultation is taking place, the one thing that absolutely everybody agrees upon is that governance has to be the necessary foundation for development. Everywhere people want transparency and accountability from their public officials and from the private sector. And they all want to participate in policy making. This demand cannot be ignored. Even now across the globe, millions of people are coming out on the streets demanding better governance. Meeting the demands of the people for better governance in public and private sector is becoming the highest priority of the companies, that’s why this lecture is so important to all of us tonight.
  • 11. 11 4TH SUBIR RAHA MEMORIAL LECTURE Ladies and gentlemen, I am indeed very grateful to Global Compact Network India and particularly Mr. Vasudeva for inviting me to this event today. I didn’t have occasions to meet Mr. Raha frequently but I had a few opportunities to interact with him particularly when I was working with the Ministry of Finance in the capital market division. That was also the time when ONGC went for its Initial Public Offering (IPO). I noticed that Mr. Raha exuded energy and a lot of commitment and that he always looked at the big picture. We all know that he was responsible for transforming ONGC from an organization working in one particular sector to a global energy player. My homage to Mr. Raha in particular and my good wishes and compliments to ONGC . When Mr. Vasudeva approached me for this particular event, he kept the topic very open. I chose to select the theme “Expanding Paradigm of Corporate Governance” considering its growing relevance in today’s world. In this respect, while trying not to be very technical, I will make an attempt to explain what I understand is the emerging scenario and the direction we should be moving towards and why. If we look at the developments during the last decade or so, both in India and outside, we will discover that society has been in a flux. We will discover that both in social and political life, demands for good governance are being made from completely unexpected quarters. Questions are being raised from corners which nobody could have imagined even 5 years earlier. The challenges to established governance patterns are happening in unimaginable fashions, e.g. from Tahrir Square in Cairo to Taksim Square in Istanbul. The society seems to be in a state of turmoil and people are increasingly demanding good governance. They want that people at the helm should live up to the expectations bestowed on them. And this is happening in a much more structured way and with much more frequency than anybody could have ever thought. When bus fare was hiked in Brazil, more than 1 million people came on the streets in protest. Who could have anticipated such a thing to happen in the past. The final story of Tahrir Square has not unfolded because we can see that new developments are taking place every day. All this has also been aided by modern technology, by social media and by IT. If a water canon is being used at one particular corner anywhere, within seconds it goes viral all over the world and people are passing on their comments, whether it is in Alleppy or in Guwahati, almost instantaneously. Another important thing is that if we look at the history of social change in India during the last 60-70 years or globally during the last 100 years, generally students have been at the forefront. But what we are noticing during the last 5 years is that this has now gone much beyond. Young professionals, homemakers, people who have never moved 4th Subir Raha Memorial Lecture by Mr. U.K. Sinha Chairman, Securities and Exchange Board of India
  • 12. 12 4TH SUBIR RAHA MEMORIAL LECTURE out of their homes for any social or political event or any social or political cause, are there on the streets today. You may perhaps be aware that if a political party had to organize any event in a city then it had to garner people by planning for their transportation and taking care of their lodging and boarding. But the events that we are seeing today have no such demands. People are coming in a spontaneous way. It was seen at the India Gate or at the Ramlila Maidan that nobody from the organizers was preparing and distributing food. In fact the people who were there to participate, themselves offered and managed the whole show. This is a major development. The people who never came out of their homes, offices and workplaces, are now coming out in a big way and they are all educated people, they have their own work, their professions but they are ready to gather to show their anger or disapproval. What I also know is that, if I can borrow a term from pedagogy called Continuous and Comprehensive Evaluation (CCE), society now is demanding CCE from the people who they have made in charge of the society, their political life or for any assignment which they are giving to them. So, a person in charge of an organization or any place of responsibility is being continuously evaluated. And because of this, democracy is getting a new meaning. Earlier if you were appointed to a post you knew that you were there for a certain period of time and you will be evaluated after the term ends, when you were seeking re-election. However, today the right to recall, the right to reject, are the rights that are being talked about in the mainframe agenda very effectively and very loudly. What has happened is that because of all this, the voice against corruption, voice against malfeasance, etc. have become more organized. And these are happening globally, not just in India. It seems something has evolved in the last five to ten years which is fanning these events all over the world. And what people are frowning upon is arbitrariness, they are frowning upon nepotism. Also the comfort zone in which people in position used to find themselves, is no longer there. They are getting challenged everywhere and are being challenged on a continual basis. I will take the example of civil servants and talk in the context of India to make a point. Civil servants in India have got a legal and constitutional protection for any work done by them in due discharge of their duties. Today that is getting challenged. People are being able to challenge it successfully. For example, civil servants earlier had an advantage of Conduct Rule, which prescribed who he should inform and what he should inform. There was an Official Secrets Act as well. So, there were well laid down rules and policies for what information he can share with somebody and what he cannot. But today all those things are eroding because from the Official Secrets Act, we have now come to the Right to Information Act. Now we have come to a situation where whistleblower policy is getting approved and recognized. And we have also seen scenarios where a number of senior Government functionaries both administrative and political are being prosecuted. This only exhibits that society’s tolerance level has come to the brink. Society will no more tolerate activities which they feel are either not desirable or are not as per the rules of the game. Earlier, we elected a government, selected someone to a post and let him run the post. But now that traditional old fatalism has gone away and gone away in a big way. Now people are challenging the actions. And there are now new guardians. The new guardians are the media, courts of law, public interest litigations, RTI and so on. These things are coming out and once again when I talk about them, I am not talking about only India but all over the world. The point is, if in our social and political life, if such established norms are getting challenged in a very evocative manner all over the world, then it is quite natural that the governance of corporates will also get challenged in a similar way. It is quite natural and quite logical that if the society at large is demanding a certain level of performance, the same yardstick, same principles and same objectives will apply when we are looking at the governance of corporates. People now want more and more effective say in decision making and now the paradigm of governance is expanding. In fact, it has expanded in such a way that many of us have failed to
  • 13. 13 4TH SUBIR RAHA MEMORIAL LECTURE take note of its impact and the direction in which it is likely to move unless corporations start taking effective actions. I also find that, if for example, firms in Wall Street have indulged in malpractices, have indulged in activities which are not strictly legal and the CEO and senior managers expect that their bonuses should rise in the same way as in the past, it is not going to happen. This is going to be seriously challenged. And part of the reason for this feeling among shareholders, promoters and public is because of the severity and frequency of instances of market misconduct, severity of malfeasance coming to notice. Starting from Enron to Lehman Brothers, we see how small investors have suffered. You look at the matters in 2008. Somebody was running Ponzi schemes, taking money from new investors and giving it to old investors. This was not a good business model. The promoter was thriving on this model for 15 years but someday it had to crash. You can look at the case of MF Global. Almost USD 1 Billion of the client money was used by the proprietor as his own money. It was invested badly and then the whole money was lost. You have famous examples of insider trading at Galleon, Goldman Sachs and Procter and Gamble. And you look at the furore and the public reaction that happened thereafter. Also, look at the White Whale Case involving a trader for J.P. Morgan Chase & Co. where reportedly more than USD 9 Billion were lost because there was complete failure of corporate supervision and of the authorities that were supposed to carry out risk management. And it was not as if, one day, one person decided to take away USD 9 Billion from the corpus. Rather, the whole atmosphere regarding supervision had failed. UBS is another example where USD 2.3 Billion were understood to be lost due to unauthorized speculative trading. We also have examples of Securities and Future Commission (SFC) of Hong Kong taking action against Citigroup and whole lot of other things. In India, during the last two three years, we have examples of manipulations in GDR, manipulations in IPOs on opening day, etc. It is becoming socially difficult to accept this. We have examples during the last year or so of collective investment schemes in West Bengal and Assam which raised money in a manner that cannot be justified. They floated a company and claimed that they were working in real estate, working in time share and they were completely unregulated, completely unregistered with any regulator in the financial sector. They were raising thousands of crores of rupees from public. Naturally the regulator had to take action, issue banning order and ask for refund of the money. We have also found, for example, misuse of related party transactions; and when I am talking about it, it is not confined to one particular class of promoters because it is a general feeling that this happens in promoter driven companies. We have examples where a business unit, a component of a company, which had a much higher value was given off to the parent company which was outside India for a song. If these sorts of things keep happening, whether in India or outside India, naturally there will be a huge demand for change. And it is in this context that when we talk about corporate governance we have to be conscious that the discourse on corporate governance has to undergo a complete change. Initially, there were the first generation of corporate governance reforms, where rules had to be prescribed, regulations had to be framed and guidelines that could be referred to had to be issued. In the second generation, the dialogue and discussions shifted to legal issues. The expanding paradigm is now shifting from pure rule based corporate governance regime to a regime where people are demanding true and real corporate democracy. Demand is also being raised for taking care of all the stakeholders and in a sustainable manner. It is not only about taking care of the promoter group and expecting that everybody is going to be quiet. Like the example I gave about public life where earlier you elected a person and then just relaxed, it is not about having one Annual General Meeting (AGM) and then keeping quiet throughout the year. It is not going to be the case. People will find new avenues, new methods and new ways to raise their voice. So, when we are talking about corporate governance we have to think about these
  • 14. 14 4TH SUBIR RAHA MEMORIAL LECTURE new realities. And the board and shareholders have to start monitoring the performance. They have to monitor how the continuous voice and say of the shareholders are being heard and accepted. In this background, there are several dimensions. One, regulations are prescribed by the regulators and then you know how those regulations have been implemented. Second, there is serious enforcement action by regulator for violations. These two are external. So far as enforcement is concerned, it has to act more as a deterrent rather than as a continuous guide. If we look at data both in India and outside, we will find more and more examples of enforcement actions becoming more and more severe. Who could have imagined that in the Galleons case, some well recognized and well respected people would be held responsible and the criminal law justice system of USA would be coming in full force. I won’t be surprised if the same things happen in India. In fact a current debate is going on that in case of defaulters, besides civil actions and civil penalty, criminal actions should also be taken. It is there in the statute in a very soft way. Let us be ready, as the demand of the society is that it should come in a very hard way now onward. Those days are not far off. If you keenly observe the data, you will discover that year after year, month after month the number of cases that are being tried and the amounts which are being imposed as penalty, are going up substantially. Even in case of India, this amount has gone up. In some of the cases where action has been taken, you will find that it was very difficult for people to comprehend that such big corporations, such promoters can also be brought to law. On one hand, the question of deterrence through enforcement action will be there but, on the other, no society and no corporation should envisage that their activity will only be governed through deterrence. Their activities should rather be self governed. There are two aspects. One is the regulations framed by a regulator which have to be enforced, but more important is the internal governance system of the corporation. The important point here is that the internal governance system and the regulations should complement each other. They have to work together. Some of you must have seen the report submitted by the Financial Sector Legislative Reforms Commission (FSLRC). It has made an important point in the report. Are you aware, for example, that the Capital Market Regulator or SEBI has the components of three arms of government? Government has a legislative wing that looks into the legislation, another wing that looks after the judicial part and the third is the policy execution part. The structure of law today is that SEBI, for example, has all the three components. We are permitted by the parliament to frame regulation, and those regulations have the force of law. Then we have got powers and responsibility to investigate a matter, like a policeman investigates. And once the investigation is over, we also have power to work in a quasi judicial capacity and pass orders. So, FSLRC has said that since all these powers are in one place, it is important that it should be applied in a judicious way. So they have said, for example, that regulation making should be in consultation with the wider society. They have emphasized that there should be very active consultations on regulations. They have also said, for example, those of you who are students of law or constitutional history would understand, that not only consultation, there should be a clause by clause statement of objects and reasons as to why a particular clause has been provided for in the law, what is the intent, what is the objective, what are the recommendations. So, while regulation drafting will go on, and regulations will have to keep track of the developments as well as challenges in the society and corporate world, when so much debate is going on internal governance of a regulator, it is natural that for corporates as well, the most important thing is internal governance mechanism. If you see the developments in the USA from the Sarbanes – Oxley Act to the Dodd Frank Act, a number of changes have happened on corporate governance and it is quite natural that we in India should also start
  • 15. 15 4TH SUBIR RAHA MEMORIAL LECTURE preparing ourselves. I am reminded that if salaries and perks of politicians or civil servants are increased and it is increased in a manner that the society is not ready to accept, i.e. it is enhanced in a steep manner, and on the other hand the perception in the people’s mind is that they are starving and that an increasing number of people are below the poverty line, then there will be a furore in this country or any other country for that matter. So, just because you have the authority, you can no longer abrogate all the privileges to yourself or majority of the privileges to yourself. Let us apply the same principle to corporate world. It stands to reason that if a company’s bottom line or performance has not been good and year after year, the company is awarding the employees, especially senior employees, such that their bonuses are going up, there is bound to be a protest. When we are talking of corporate governance, these things have to be kept in mind. These are the new paradigms which have emerged. Same principles have to be applied. Coming back to India, I will tell you about the changes that SEBI has tried to bring in the area of corporate governance in the country. And we also have the Companies Bill. I said in the beginning that I will not be technical. So, I will just mention a few things to understand the direction in which the things are going on. If you see the Companies Bill or what SEBI is trying to do, you will discover that for independent directors for example, key issues are, what percentage of the board should be independent directors, what are the qualifications of an independent director, what should be their term, for how many years can they be there, what is the criteria of independence? The role of the audit committee is also becoming important, what should be the composition of the audit committee, what role should they have in the appointment of the Chief Financial Officer (CFO), why should they need a certification from the CFO; these are the questions that are being addressed. How many committees of the boards should be there? And in these committees who should be representing and what should be the modalities of the independent directors in these committees? Disclosures are also very important. These are some of the things that are getting addressed now through the Companies Bill and SEBI’s guidelines. About two days back, I was in Chandigarh and was addressing an investor’s conference. An elderly gentleman, who said that he was an ex-army officer, remarked that the earlier days when the Controller of Capital Issues sitting in the North Block in the Ministry of Finance used to decide the price of an IPO were good. Why has SEBI given this disclosure based system when there is no certainty about the price? He gave examples of investments that he made in some companies, names of which I have never heard. I was in fact surprised who induced him to make these investments in the companies. But his feeling was why the prices were not fixed by SEBI, which means he wanted a guaranteed return on his IPO investments, but the rule of the country is that these things are based on disclosure and our responsibility as a regulator is that everything material has to be disclosed and to ensure that everything that is being disclosed has to be correct. Disclosures have to be more and more important in the minds of the people. Company boards and managements have to be very careful and aligned with the need of disclosures and making timely disclosures. You may know that we have requirement of disclosure, some of which are event based and some of which are periodical. The important thing is, do we have a
  • 16. 16 4TH SUBIR RAHA MEMORIAL LECTURE good culture of disclosures? In the absence of that culture, people will challenge you and people will take it up to a different level. Besides regulatory disclosures, there are some disclosures that are not regulatory requirements. So, people should ask themselves sitting on the board or as senior managers, whether they are disclosing because they intend to comply in a routine manner or are they doing it to gain trust, i.e. whatever the company says has to be trusted by the whole world. If our answer is the second one, then I think the company has an advantage. The requirements of corporate social responsibility, requirements of rotation of auditors, and also the requirement in the Companies Bill to have a director representing the small investors are all matters of details. But what is the underlying idea? The underlying idea is that shareholder’s democracy has to be taken to the next level and if a company is found lacking in it, the company is bound to suffer. The company is bound to suffer in the business, in the interaction with the regulators and the society at large. I am also finding increasingly, both in India and outside India, that for abusive related party transaction, the focus of regulators globally is shifting away from penalizing the company to penalizing individuals. This is a very major change and I will like to focus your attention on this. If you look at things 5 years back, the companies were getting penalized and in many cases they would have a settlement with the regulators and the enforcement action would be avoided. But now the needle is changing in some other direction. Now it’s no longer confined to the company, now the individual accountability is becoming more and more, the rule of the game, not only in India but globally. One area where serious action and improvement is required is the area of related party transactions. I would urge that every company must set up the mechanism to deal with related party transactions. Because the regulators may prescribe, like take it to the board, take it to the stakeholder, let the minority shareholders vote for it, let the majority be out. All these could be prescribed but, my friends, the actual remedy is to build the real culture in your company and if we are able to build that culture, rest of the things will follow. While part of things that I said are about the Companies Bill and what is happening outside India, a question can arise in your mind – what is SEBI’s view on these matters? To answer this, I will draw your attention to a SEBI regulation with regard to governance of stock exchanges in India which has come out last year and those of you who would like to read it, read it in terms of corporate governance in India. SEBI has prescribed that minimum 50 % of directors should be independent, Chairman of the Board should be an independent director, the compensation committee should be headed by an independent director and it should have majority of independent directors. The risk committee and various other committees of the board have to be decided in that particular manner. This is the destination which SEBI would like corporate India to reach. I also assure you that we are not going to do what proves to be disruptive. It is not that we are going to change those things tomorrow, but if some of you want to read about SEBI’s direction of thinking in these areas then you can read The Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012 (SECC Regulations), especially the governance part. Reading this would give anyone a fair idea about the destination and direction that we would want to reach. Another important thing that I would like to draw your attention towards is the role of institutional investors. You will find that SEBI has come out with guidelines that mutual funds companies must have a policy of voting. And when they are voting as an investor in a company, we have also prescribed that their voting record should be displayed on their websites about what particular resolution and in what particular manner they have voted. So, the institutional investors have to play an important role. We are in dialogue with other regulators who regulate large institutional investors, and jointly we would like to act together so that institutional investors lend a voice to other minority holders and provide a counter point to promoters. All of you know that in the Asian region, we have got a higher percentage of directors who represent shareholders with large shareholding, called as promoter directors. In India, this situation is accentuated because we have almost 50 % promoter shareholding, on an average, in the Indian listed companies. So, the role of institutional investors is going to be important. In this context, the role of proxy advisory firms would also be important, which was nowhere in existence in India till about 3 years back. But now more and more proxy firms are coming up. Globally they play a big role in lending voice to the small investors or the minority investors. In a related context, another measure that we have taken, by way of illustration, is the requirement for information and disclosure of pledged shares. This may not sound very significant, but if we see
  • 17. 17 4TH SUBIR RAHA MEMORIAL LECTURE major scams and developments that followed, we discover that lack of disclosure about promoter’s shareholding has been a major cause of shareholder’s losing their value. So we have placed importance to pledged shares. Now we have stipulated that not only pledging of share but also creation of any kind of encumbrance should also be disclosed. And I must add here that we have firms in India with high degree of legal acumen who come out with some new name, which they say is neither a pledge nor an encumbrance. But I am sure that this cat and mouse game won’t last for long and that the regulator will be able to catch up with this. SEBI has also provided for peer review of auditors, compulsory demat of promoter shareholdings, approval of CFO’s appointment by the audit committee, and disclosure regarding agreement with media companies. These were ways through which investors can be misled. Another recent measure that has been taken is about ensuring minimum public shareholding in listed companies. This has been under discussion since the year 2000. Listed companies in India, raising money from public, were having as low as 3 - 5 % public shareholding. Naturally the float was less. Therefore, for variety of reasons, especially from corporate governance point of view, SEBI insisted and gave 3 years as deadline to the companies to comply with minimum public shareholding norm of 25 %. Of these, 105 failed to meet the deadline. On this 4th of June, with the deadline ending on 3rd June, an order was passed against these 105 companies and the promoters or the managers who were responsible. It was also taken into account that the orders passed did not compromise the interest of the minority shareholders. SEBI has been assured by the Government of India that they would follow these guidelines for PSUs and within the timeline stipulated for them. Similarly, SEBI has recently taken certain decisions concerning the Buyback Regulations, which are going to help in a big way in ensuring that the corporate governance norms in that particular company are diligently followed. Our analysis shows that earlier many companies used to announce a buyback process and the time gap used to be about 1 year. Also, there was no minimum restriction on how much you can buy and it became a price support mechanism rather than a mechanism to buy back the shares and return the money to the shareholders. I would like to end now by saying that regulations will continue to evolve and the regulators will continue to act but it is very important that the promoters, the directors and the seniors managers, all realize that it is better to develop a culture where they don’t fall on the wrong side of the regulator or the wrong side of law. If that culture is maintained and those standards are built in, then the good news is that the markets will reward such firms. It is economically advantageous in the medium to long term if a company is perceived to be a company which is ethical, which follows laws, which follows higher standards. Corporate governance makes more demand on the managers, the board and the promoters but the good thing is that it will also help rewarding the company, including the shareholders. I once again want to thank you all and Mr. Vasudeva for inviting me and patiently listening to me. I wish you all the best.
  • 18. 18 4TH SUBIR RAHA MEMORIAL LECTURE Q: Why can’t SEBI fix the price based on valuations of the companies rather than based on disclosures because markets are sentiment driven and they really don’t grow by the disclosure, the public in India is also sentimental and it goes by the market sentiments. So till the market really matures the public is also mature to buy certain shares whether from primary market or secondary market. Such sins will keep on happening and how SEBI really takes account and care of such issues? If you are arguing in favour of a merit based regime where the price of an IPO is fixed by the regulator or by the government, I think you are behind the curve by more than 2 decades. This will not work. Suppose SEBI decided the price and then the price falls below the expected level and then people will want someone to compensate. People will demand their money to be compensated in case of such an occurrence. The underlying idea of asking for price determination is same. Who is going to compensate, do you expect SEBI to compensate, Government of India to compensate or the company to compensate? So let us understand the development that has taken place and you should also look outside India. Outside India in how many countries is the price fixed by the regulators? We can’t be an open market, where I welcome foreign inflows and money to come into our capital market, and fixing prices at same time. Market forces have to determine the true value of an IPO. I have two-three deliberations on your point. One, the disclosure wasn’t perfect. Maybe as a regulator we failed in ensuring correct disclosure. If correct disclosures are made these won’t happen. I mentioned about a company which claimed that it rose close to Rs. 24,000 crores from 3 crore investors, the action against this company started because the company filed for an IPO. The public response that we have got is against it. So we shouldn’t argue about something which is not doable. What we can argue is what measure SEBI is going take to ensure that the disclosures are made and what measures SEBI is going to take to ensure that post listing manipulation doesn’t happen. I will finish this by putting forward one point. SEBI has taken a measure that on the opening day of an IPO the volatility will be reduced to preopen call auction market. And nine or ten issues that have come out after this rule, is that the volatility have come back to required level. There are challenges but we can’t get back to price fixation. Q: I will like to commend the initiation of clause 55, last year, that focuses on promotion of sustainability among the corporates and that concern will need to be kept in mind by all corporates, which works for the well being of the environment and the people, while being committed to profits. How will you make sure that the investor community especially the large funds and large institutional investors also build into their decision making processes, elements of sustainable thinking? Because ultimately unless the investing community impresses upon corporate that they have to align with these larger principles the transformation will not be rapid enough or soon enough. What you are talking is absolutely desirable but we have taken some baby steps right now, e.g., what SEBI has done is by view of providing disclosures by certain top companies. Even if you see the Companies Bill that provides for giving 2% of the average net profit of the three years to investors that is also by way of disclosure. It is not that if you don’t invest that money, the money would be impounded by the government and invested in a particular manner. I think let the Companies Bill pass, things will evolve. What I want to be with you on is that there is huge demand now that corporates have to be conscious of the social responsibility but this is an evolving area and has not reached the desired maturity level or say Finland for example.
  • 19. 19 4TH SUBIR RAHA MEMORIAL LECTURE It’s an honor. I remember the day when Global Compact Network India was formed in 2003 and Mr. Subir Raha was the first person to sign the memorandum of association. I think we have come a long way, and the dream that Mr. Subir Raha had, I think we have tried to fulfill it to a great extent. It is very appropriate that GCNI initiated a series of lecture and today is the 4th lecture in this series. I thank Mr. Sinha for very kindly Vote of Thanks by Dr. Uddesh Kohli Senior Adviser, United Nations Global Compact agreeing to be with us this evening and giving us some insights about how SEBI has been functioning and how it will take care of the investor’s interest as well as effective corporate governance ensuring that we follow best practices. Also I would like to thank Ms. Grande for being with us, and last but not the least I would like to thank you all for being here and making this programme a success. (L to R): Mr. Sudhir Vasudeva, Mr. U.K. Sinha, Ms. Lise Grande, Dr. S P S Bakshi and Dr. Uddesh Kohli
  • 20. 20 4TH SUBIR RAHA MEMORIAL LECTURE Profiles U.K. Sinha Chairman, Securities and Exchange Board of India Mr. U.K. Sinha was appointed as Chairman of Securities & Exchange Board of India with effect from February 18, 2011. Chairman Mr. Sinha, formerly from the Indian Administrative Service - the civil service in India, brings with him rich experience in the financial markets for more than a decade. Prior to taking over as Chairman at SEBI, he was Chairman & Managing Director of UTI Asset Management Company Ltd. and Chairman of Association of Mutual Funds in India. He has earlier held several key positions with distinction in the Ministry of Finance, Government of India and has actively contributed to the financial sector reforms in the country. He is also credited with starting the micro pension movement in India. He was also the Chairman of the Working Group on Foreign Investment in India formed by the Government of India. He was a member of several committees set up by the Government of India including the Committees on Liquidity Management, Foreign Institutional Investors, Corporate Bond Market and Investor Protection. Mr. Sinha is also currently Chairman of the Asia Pacific Regional Committee of International Organization of Securities Commissions (IOSCO).
  • 21. 21 4TH SUBIR RAHA MEMORIAL LECTURE Profiles Dr. S. P. S. Bakshi Chairman-cum-Managing Director, Engineering Projects (India) Ltd. Dr. S. P. S. Bakshi, Chairman-cum-Managing Director, Engineering Projects (India) Ltd., A Govt. of India Enterprise, is an M. Tech & MBA(HRD) with nearly 33 years of rich and comprehensive professional experience in implementation of Infrastructure Projects on turnkey basis. Prior to joining EPIL, he had worked with NHAI & AAI at senior positions implementing prestigious Airport & Highway projects. He has been conferred upon Degree of Doctor of Philosophy (Honoris Causa) by Singhania University, Rajasthan. Dr. Bakshi is an active member of various International & National professional bodies like the Institution of Engineers, India; the Institute of Transportation Engineers, USA; Indian Road Congress, etc. He holds various offices as: Board of Director, International Road Federation, Geneva, Vice President, Construction Industry Development Council (CIDC), Vice President, Indian Building Congress, and Vice President, Global Compact Network India. Dr. Bakshi is the recipient of many prestigious awards in recognition of his contribution towards Construction industry. Mr. Sudhir Vasudeva President, Global Compact Network India and Chairman & Managing Director, ONGC Mr. Sudhir Vasudeva heads the country’s highest profit making firm, ONGC, and is credited with many path-breaking initiatives in complex offshore project management. Under the professional stewardship of Mr. Vasudeva, ONGC today is the highest Profit making and highest Dividend paying company of the country. It also remains among the top in the Indian bourses in terms of Market Valuation. Mr. Vasudeva’s priority is to ensure energy security by improving production from ageing fields and fast-track development of deepwater and small and marginal fields. A firm believer in transparency and ethical business practices, Mr. Vasudeva is the first business leader from Indian PSUs to be a Member of the Board of the United Nation’s Global Compact, the largest voluntary corporate citizenship initiative in the world championing the cause of responsible business behaviour through its Ten Principles in the areas of human rights, labour standards, the environment and anti-corruption. He is also the President of Global Compact Network India.
  • 22. 22 4TH SUBIR RAHA MEMORIAL LECTURE Dr. Uddesh Kohli Senior Adviser, UNGC Dr. Uddesh Kohli, B.E. (Hons), MBA and Ph.D. in Economics, is presently the Chairman Emeritus of Construction Industry Development Council, Chairman of Construction Industry Arbitration Council and Engineering Council of India. He is also Secretary General of International Federation of Training & Development Organizations (IFTDO) and Senior Adviser in Global Compact Office of UN Secretary General, promoting this Programme in India. He is Independent Director on the Boards of several companies and a Member of the Board of Governors of IIM, Kozhikode. Dr. Kohli has been Adviser, Planning Commission, the Chairman & Managing Director of Power Finance Corporation (PFC), Chairman of Standing Conference of Public Enterprises (SCOPE) and Consultancy Development Centre, President of Council of Indian Employers (CIE) and All India Management Association and Member of the Board of Governors of the Indian Institute of Management, Bangalore. He has worked as Consultant with several United Nations organizations and the Asian Development Bank. His wide ranging specialization includes corporate governance, strategic management, development planning, project planning, appraisal & management, finance, energy, power systems, corporate citizenship, reforms and restructuring, public systems, and training. He is author of several books and articles. An HRD expert, Dr. Kohli is the President Emeritus of Indian Society for Training & Development (ISTD). He has been the President of the Asian Regional Training and Development Organization (ARTDO), and President and Chairman of the Board of IFTDO. Ms. Lise Grande UN Resident Coordinator and UNDP Resident Representative in India Ms. Lise Grande is the UN Resident Coordinator and UNDP Resident Representative in India. She has worked for the United Nations since 1994, serving in Armenia, Angola, Democratic Republic of Congo, East Timor, Haiti, Occupied Palestine, South Sudan, Sudan and Tajikistan. She also worked for the Office for the Coordination of Humanitarian Affairs (OCHA) for seven years, and was involved in some of the United Nations’ largest humanitarian operations. She then served as Resident Coordinator and Resident Representative for the United Nations Development Programme (UNDP) in Armenia. Ms. Lise served for three years as Chief of the Integrated Office for the United Nations peacekeeping operation in the DRC. In her last assignment she served as the Deputy Special Representative of the Secretary General, Resident and Humanitarian Coordinator and UNDP Resident Representative in South Sudan. Profiles
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