The document discusses the importance of gender diversity on corporate boards, highlighting the legal mandates in India for female representation and the positive impacts on company performance. Despite progress, India still lags behind developed countries in female board representation, with only 13% of directors in the Nifty 500 being women. It emphasizes the need for diverse perspectives in decision-making and the role of women directors as role models, while also acknowledging the challenges faced due to tokenism and family connections in board appointments.

1. Corporate
Governance :
Women on Board

2.  Desiree Lymon - Roll No 11
 Sandhya Natesan – Roll No 18
 Aarsi Shah - Roll No 19
 Kshama Shetty - Roll No 22
 Sushila Vaylure - Roll No 25
 Shilpa Vishwakarma - Roll No 27
 Praveen Batulkar - Roll No 31

3.  Good corporate governance helps firms improve performance, drive growth,
manage risks, attract and retain investors, and reduce financial crises. To be truly
effective, a board requires a diversity of skills, cultures, and views to make smart
decisions with lasting impact
 Now when we talk about diversity, one of the most debated topics in India is the
gender-diversity in the corporate boards. Previously opportunities for women
were limited.
 In the 21th century engagement of woman in the workplace has also been noticed.
Very few women are engaged in high profile business, but the Government by the
enactment of various laws has mandated the presence of at least 1 woman
director on the Board, and its effect can be seen as the improvement in the
financial performance of the Company

4.  Fortune 500 companies with the highest representation of women on board
attained significantly higher financial performance than those with the lowest
representation of women on board
 Amongst profitable companies a move from zero women leaders to 30% was
observed to have increased net revenue margin by 30%

5. The Companies Act 2013 under section 149(1) has stipulated that it is mandatory to appoint at
least one woman director as a board member in certain types of companies
The penalty for non-compliance of provision extends to a fine of Rs.10,000 with a further fine of
Rs.1000 per day if the contravention continues
CRITERIA
A company, whether a public company or a private concern, will be required to mandatorily appoint
at least one woman director if it fulfills any of the following criteria:
 If it is a listed company whose securities are listed on any stock exchange
 If it is a company having paid-up capital of Rupees one hundred crore or more, and a turnover of
Rupees three hundred crores or more
A Woman Director can be appointed during the time of company registration or after
incorporation by the Board Members and the Shareholders

6. Roles of Women Directors
 Women director has to play the role like any other director. Women can take up a role of
Nominee Director who will be nominated by a party in the company to take care of its interest.
Also, Women can take up a role of Independent Director who is not liable to retire by rotation.
 Women Director can hold a maximum of twenty directorships that includes the sub-limit of ten
public companies. Any contravention on this part shall be subjected to a fine ranging between
Rs.5000-Rs.25000
Term of Women Director
 A woman director can hold the position of Director until her next Annual General Meeting from
the date of appointment
 She is also entitled to seek for reappointment at the general meeting
 The tenure of women director is liable to retirement by rotation similar to other directors
 Like any other director, a Woman Director can also tender her resignation any time before the
expiry of her term by giving a notice to the company

7.  India is one of the first developing countries to have enforced
a quota – the legal framework
 13% of directors in the NIFTY 500 are women
 21% of directors in the S&P 500 (USA) are women
 The Healthcare sector has an average of 1.4 women directors
on the board – highest in India

19.  The data suggests that India still lags on some key metrics. Only 21% of
NIFTY 500 boards have two or more women as compared to ~80% in some
other markets. On average, India has 1.2 women directors on boards,
which is significantly less than its European and US peers. Even on
committee memberships, women directors are underrepresented in India.
 India Inc. has made a good start in adopting gender diversity. Although, it
is one of the first developing countries to push for female representation,
it still has some way to go to catch up with developed markets, where the
average proportion of women directors generally ranges between 20%-
40%.

21.  1 Individual
a. Demographics - Women directors are significantly younger than their male counterparts. However,
Women insiders hold fewer directorships, have less powerful titles, occupy more staff positions, and
earn less than men.
b. Social capital - Female directors were significantly more likely to have a title than male directors,
whether academic, aristocratic or civic or political. However this is not the case presently. In the US,
there is a preference for “branded women” directors, i.e., those with Ivy League universities, signaling
upper class status
c. Human Capital - Peterson and Philpot (2007) conclude that the women currently holding 13.2 per
cent of US Fortune 500 directorships are as highly qualified as men, coming from various positions of
power and authority in public and private organizations (Branson, 2006), government, law firms, not-for-
profit organizations, and academia.

22.  Board
a. Structure and Size - A consistent finding is that the larger the board, the greater the number of
female directors, however some countries cap the number of directors on their boards.
b. Roles - Earlier studies suggests that men and women have different board roles, with women
less likely to serve on key committees and more likely to be on public affairs committees, gender is
no longer a significant factor in the likelihood of being on the nomination, compensation, finance,
or audit committees.
c. Composition - Corporate governance reforms in the US and recommendations made in the UK
have resulted in a better balance between executive and non-executive positions and greater
diversity

23. Individual
 Token & Minority Members: Women and others different to the dominant group are likely to face tokenism when
they are the sole representative of their group characteristic. The dominant group tends to see women first as female,
embodying the sex role stereotype, and only later as individuals. This makes it difficult for women directors to be
heard, and importantly, listened to on an equal basis with other board members. Such issues are reduced when there
is more than one female director. They refer to a critical mass, as when there were two or more women and found an
impact on male colleagues, who were less likely to dismiss comments made by a woman and an impact in the
boardroom, where the culture was said to have been warmer and more open to wider discussions.
 Role models: Women directors are role models who inspire others. Role modelling differs from mentoring
where there is direct contact between partners, but many mentors are also role models. Some women directors
are careful about their role modelling behaviours, so they present an accomplished self
 Diversity supporters: While women at lower levels in firms may hope that female directors will advocate
women’s issues, there is evidence that this may be that many senior women are reluctant to accept. The agenda
is to see their role with the same priorities as those of male directors, protecting shareholder value.

24. Board
 Governance performance: private sector, public sector, and not-for-profit boards reveals that boards
with three or more women are significantly different from all male boards. Boards with two or more
female directors place more importance on the use of search consultants than other boards, which is
likely to reduce the influence of the old boys’ network and increase transparency of selection. Boards
with women directors are also more likely to have higher levels of board accountability, with formal
limits to authority and formal director orientation programs. Boards with three or more females are
likely to ensure more effective communication among the board and its stakeholders.
 Decision making: Better corporate governance is achievable through sharing a broader and different
range of experiences and opinions. Homogenous boards tend not to recognize how similarly
members think because these values are the norm for them. Women have different experiences of
the workplace, marketplace, public services and community, and therefore women directors bring a
different voice to debates and decision making
 On Board independence: Women directors can enhance the independence of the board. Past study
shows that women are likely to take the role seriously, preparing conscientiously for meetings.
Women directors also frequently ask questions, meaning that decisions are less likely to be nodded
through. CEOs report that women become more vocal and active as directors when there are three
or more females.

25. Firm
 Corporate financial performance: Many researchers explore the impact of women directors on firm level
financial performance, reporting mixed results. There is certainly a relationship between the presence of
women directors and higher market capitalization.
 Female director appointment announcements: the share value of the company enhances when
the new appointment is female. on shareholder value, finding a more negative reaction to a female CEO
compared to a male CEO and to female top team appointments, but less negative to a female CEO
appointed from within the firm, compared to an outside hire.
 Recruitment and Selection: The presence of female directors symbolizes career possibilities to prospective
recruits and also contributes to increased retention of women. This is important when the economic cost of
losing a well-qualified woman is estimated as .at least one and a half times her salary

26. We did not find any example of the impact of women directors at the industry level. However, we did find examples at the
environmental level.
 Citizens: Women’s presence as directors signifies that women play a full part as citizens of organizations and
society. However, for them to have voice as citizens, the environment needs to be open to their influence, and
in the past, the women who succeeded were pioneers or “travellers in a male world”. More recently the trend is
for “superwomen”: highly paid, working all hours, and flying around the globe. But for many, that comes at a
personal cost, either not having children or outsourcing childcare.
 Talent: Women directors are part of the talent pool for other directorships. Executive directors may seek their first
nonexecutive post, or plan to move into a portfolio career with several NED positions. As part of the talent pool,
women influence perceptions held by search consultants about the appropriateness of women for board
appointments. They also influence and normalize the attitudes of chairs and CEOs that women should be part of the
talent pool at all levels.
 Symbols in Media: When women are appointed to corporate boards, there is often a press fanfare that the
glass ceiling has at last been broken, which Catalyst and Female FTSE indices clearly disprove with the almost
imperceptible change in the proportion of women executive directors in last 10 years. Female director’s
photographs are frequently displayed in the press, often alongside comments on their clothes, hairstyles, and
family status, using space that could be better allocated to their achievements and actions

27. The report suggests link between female number on board and corporate governance
credentials.
More gender balanced board tended to:
 Pay more attention to audit and risk oversight
 More often considered the needs of more categories of stakeholders.
 Examine a wider range of management and organizational performance.
 94% of boards with three or more women insist on conflict-of-interest guidelines.
 It is also found that 72% of board with 2 or more women conducts formal board performance evaluations
while only 49% of all male board do.
 Organization that provide board of directors with formal orientation programme have a greater% age of
women directors than do organizations with no such programme.
 Qualified female candidates do make it onto boards despite many obstacles in their ways, the pathway to
boardroom can be full-time company director, Private and Public Consultancy, Non-profit board works,
they need to do better job of publicizing themselves and seeking recognition for their achievements

28. Effective- companies with women directors deal more effectively with risk. Not only do they better address the concerns of customers, employees,
shareholders, and the local community, but also, they tend to focus on long-term priorities.
Understand need of women employees- Women directors are likely to be more in tune with women’s needs than men, which helps develop
successful products and services.
Higher returns- companies in the United Kingdom, United States and India by the accountancy firm Grant Thornton found companies perform
better when they have at least one female executive on the board.Companies with strong female leadership deliver a 36% higher return on equity,
according to the index provider MSCI.
Less scandal- The research also shows that companies with more women on their boards are less likely to be caught up in corporate scandals –
companies ranked in the bottom quarter in terms of gender diversity on their boards were hit by 24% more governance-related controversies than
average.
Role model: If women are promoted into positions of power,
they can act as positive role models for others.
Once on the board, women are more likely to hire more women –
Female directors serve as role models, and therefore, improve female employees’
performance and boost companies’ images.
As per MSCI DATA

29.  When the law made it mandatory for “at least one woman director”, there were concerns that this may
result in companies placing someone from the promoter-director families, or from within on the board
to comply.
 No to new face-Most companies do not support fresh faces on board. It is a real tragedy in corporate
India where there is an old women’s club when it comes to board,”
 Restricted powers- If women are employed through quotas, they will be seen as "token", will be less
respected and will have less power
 Glass ceiling- Instating a quota might lend businesses to view them as a ceiling rather than a floor on
the number of women, stalling progress on equality in the long run.
 Lack of talent- pipeline of qualified women is small, As a result of their lobbying, they got the next best
option: a chance to keep it all in the family and not have to search for an independent woman
director.If more companies end up taking the family route, the well-intentioned law will result in a
perverse consequence—boards with greater representation from the promoter family.
 This brought women on the political and social stream of the country but in the majority of the case
they turned out to be mere puppets in the hands of their male relatives

30.  Women directors can create a network. They need to be able to reach out and seek advice from other
women.
 Female directors should use their position and experience to inspire and advise company women.
 Female directors should bring women's workplace issues to the board as a legitimate and pressing business
concern.
 Succession planning
 It is crucial that women aspiring to directorships obtain broad experience in core business areas.

31. ICICI bank MD and CEO Chanda Kochhar

32.  Kochhar joined 1984 as management trainee and she rose through ranks.
 Elevated to BOD 2001.Became joint MD & CEO from 2007 to 2009.
 Allegations - RS 3250 crore loan granted to Videocon group 2012.
 Controversy related to loans granted by ICICI Bank to the Videocon Group.
It turns out that Videocon Group had dealings with NuPower Renewables -
a company promoted by Chanda Kochhar’s husband Deepak Kochhar

33.  Chennai-based Tractors and Farm Equipment, with Mallika Srinivasan at the
helm as chairman and CEO.
 The world’s third largest tractor manufacturer by volumes. Under her leadership,
it has become a lean and resilient organization that can withstand the cyclicality
of the tractor business.
 The company has not only diversified into associated businesses like farm
machinery, diesel engines, batteries, and plastic gears, but has also made
acquisitions along the way.
 Her latest acquisition is the renowned Serbian tractor and agriculture equipment
brand, Industrija Masina i Traktora, which will play a key role in the company’s
strategic and growth plans.

34. 
https://www.catalyst.org/knowledge/women-corporate-boards
 http://womanforward.org/wp-content/uploads/2017/09/The-contribution-of-women-on-
boards.pdf
 http://www.legalservicesindia.com/article/1434/Reservation-For-Women-In-The-Board-Of-
Directors.html
 https://sloanreview.mit.edu/article/why-the-influence-of-women-on-boards-still-lags/
 https://www.fortuneindia.com/bystander/chanda-kochhar-lonely-at-the-top/102553
 https://docs.wixstatic.com/ugd/09d5d3_bff9bfcbf6604b948bd8464a0a84d8e6.pdf
 https://m.timesofindia.com/business/india-business/india-lags-in-board-gender-
diversity/amp_articleshow/57337247.cms
 https://sloanreview.mit.edu/article/why-the-influence-of-women-on-boards-still-lags/

35. Thank you
Questions welcomed!!