Does Corporate Governance really stays the same in the reality as it's been explained to students...? Such cases really raise many questions on that note.

2. Introduction
 Chanda Kochhar is currently the Managing Director (MD) and
the Chief Executive Officer (CEO) of ICICI bank. ICICI bank is
India’s largest private bank and overall second largest bank in
the country.
 She is widely recognised for her role in shaping the retail
banking sector in India and for her leadership of the ICICI
Group, as well as her contributions to various forums in India
and Globally.
 In 2014, she has been named among fortune’s 50 most
powerful women in business women in the fourth consecutive
year. Under the leadership of Kochhar, ICICI has transformed
itself from corporate bank into a retail bank, and now a
universal bank.

3. The leading private sector bank of the country is never
bereft(unbeloved) of women in senior management.
Beginning with Lalita Gupte, the group has many women
executives- Kalpana Morparia, Shikha Sharma, Chanda Kochhar
and Renuka Ramnath.
Though the legendary CEO, K.V. Kamath groomed the next
generation leaders- Vishakha Mulye and Madhabi Puri-Buch, it is
Kochhar who made new as his successor.

4. Problem: with Rajiv Kochhar
 The CBI questioned ICICI bank CEO Chanda Kochhar’s brother-in-
law Rajiv Kochhar in connection with a preliminary enquiry (PE) into
allegations of nepotism and corruption in loans granted by the
private sector lender to the Videocon Group.
 Questioned and then let off.
 This came days after the agency questioned a few ICICI Bank
executives to ascertain whether there was any wrongdoing in the
bank issuing a Rs 3250 cr loan to Videocon Group in 2012.
 Rajiv Kochhar, an NRI, is the CEO of Singapore- based Avista
Advisory Group which advises companies on financial
restructuring, mergers and acquisitions, and fund-raising.

5. Contd.
 It was alleged that the company may have benefited from its founder’s
relationship with the ICICI bank CEO and got the mandate to restructure
foreign currency- denominated debt deals of seven companies, all
borrowers of the bank, as part of quid pro quo.
 It was further alleged that the company may have got a commission of as
much as 5% for brokering loans from ICICI bank.
 Kochhar had denied any links with ICICI bank and allegations of any
wrongdoing.
 He had said that his company dealt with only international investors and
not Indian banks, and that he did not do business with his brother
Deepak, Chanda Kochhar’s husband and founder director of NuPower
Renewables, so there was no question of favouritism and conflict of
interest.

6. Problem: with Deepak and Dhoot
 In this case, the agency had registered a PE about two months ago into
dealings between Deepak Kochhar, Dhoot and unidentified bank officials.
 The complaint in this regard was first made by investor Arvind Gupta in
2016 in a letter to the PM, the Enforcement Directorate, the CBI, the
Reserve Bank of India and other government agencies, seeking a probe
into the matter.
 The ICICI bank has twice refuted(rejected) allegations that it had given a
loan to the Videocon Group due to the group’s dealing with the bank
CEO’s husband.
 Bank Chairman MK Sharma said Chanda Kochhar had made all the
necessary disclosure. The bank said that it was only one of consortium of
20 lenders led by State Bank of India that had granted about Rs 40000 Cr
in loans to the Videocon Group. It said the amount lent by ICICI bank was
less than 10% of the total amount.

7. Problem: with Chanda Kochhar
 Question of Propriety:
 Now, for the first time, she has her back to the wall. And her silence is as
surprising as it is eloquent.
 Yes, the board of directors has come to her support. Their defence is on
these lines- there was no conflict of interest as Videocon was not an
investor in NuPower, the joint venture; that the credit committee had
many independent directors; that the loan was part of a consortium; and
that she made disclosures as required under various laws.
 The arguments are cleverly worded but this is an issue that was never only
about legality. It was about Ethics. Propriety demanded that she should
have disclosed to the board her ‘interest’ in the Videocon loan on the
grounds that her husband had a business dealing with the group.

8. Contd.
 Second, the highest standards of Corporate Governance
demand that she should have recused herself from the
discussion at the board and voting on the deal.
 To merely say that the board committee sanctioning the loan
was chaired by someone else or that the committee had many
independent directors doesn’t let her off the hook. A proposal
worth Rs 3250 Cr doesn’t get passed at the board level in any
bank without it being backed or pushed by top officials.

9. What’s Next?
 There is no easy way of saying it- but the way out of this whole mess is for
her to resign.
 Perhaps the Board may have to suggest it to her informally and provide
her an honourable exit.
 The current climate of public resentment as well as intolerance for grey
zones with regard to bad loans may demand nothing less.
 The damage to her as well as the bank’s reputation is colossal. Her moral
standing and ability to demand total integrity from her staff and her
effectiveness as a leader stands weakened. And the damage goes beyond
just affecting the morale of the bank staff. What about those who looked
up to her as a role model and aspired to reach the top?
 Think of the setback to those who have been arguing for privatisation of
public sector banks on the grounds that they are cesspools of corruption
and ineff.

10. Vikram Patel