Volume XIX No.

12/2014 `45/-

Times

A Journal of the

INSTITUTE OF DIRECTORS

December 2014 India

Chief Guest The Rt Hon Theresa May MP, Secretary of State for the Home Department, Govt. of UK presenting the Golden Peacock Awards in London.
From L to R: Nikhil Sahni, Senior President, Govt. Relationship Management, YES Bank Ltd., The Rt Hon Alok Sharma, Member Parliament for Reading West,
House of Commons, UK, Lt Gen J S Ahluwalia, PVSM (Retd.), President, Institute of Directors, India, Rt. Hon. Baroness Verma, Parliamentary Under Secretary
of State for Energy & Climate Change, Govt of UK, Rt. Hon. Sir Richard Needham, Chairman, Golden Peacock Global Awards, Chairman Advisory Group, Stern
UK and Vice Chair, NEC Europe, The Rt Hon Shailesh Vara MP, Parliamentary Under-Secretary of State, Ministry of Justice, Govt of UK

IOD

Recognitions

&Achievements
P: 17

Gopichand P Hinduja
Co-Chairman
Hinduja Group of Companies
Union Minister for Commerce and Industry Minister of
State for Finance and Corporate Affairs Govt. of India
opening the Global Convention at House of Lords, UK

This month's Articles

tailored for you
Corporate Governance
*The Rt Hon Lord Swraj Paul
of Marylebone, PC

Pg: 5

Institute Of Directors

Chairman & MD
Shahnaz Husain Group of Companies

One-day National Convention on

Corporate Governance and Sustainability

& IOD Annual Meet
on 20 December 2014, Hotel Ashok, New Delhi
9th International Conference on

Corporate Social Responsibility

on 19 - 20 January 2015 at Hotel Taj Lands End, Mumbai (India)

Corporate Fraud, Audit

& Vigil Mechanism

14th London Global Convention on

Corporate Governance & Sustainability

*Andrew Ratcliffe

A Report

Pg: 9

Padma Shree Shahnaz Husain

Pg: 17

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Executive Director & CEO

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Chief Guest Honble Mrs Nirmala Sitharaman

Roshni Nadar Malhotra

Building
Tomorrows
Boards

www.iodonline.com

FROM

THE

EDITOR

Business can do better through

Corporate Governance
Sustainability is not an isolated concept and the responsibility for the same is now being shared by
governments and corporate boards on equal footing. Rio+20 has emphasised on sustainable
development goals through sustainability which is the process for attaining final goal. Sustainability
cannot be limited to tokenism, but it has to be implemented as a comprehensive policy for clear cut
priorities. It is no more an option but forms the basic essence of business operations. The need to
demystify sustainability is extremely important. One of the easier routes is to organise CSR professionals
so that they can persuade boards to achieve sustainability goal.

EDITORIAL BOARD
Lt Gen JS Ahluwalia, PVSM (Retd.)
Pradeep Chaturvedi
Manoj K. Raut
Ashok Kapur, IAS (Retd.)
EDITOR
Pradeep Chaturvedi
SUB EDITOR
Reji Mathew
MANAGER DESIGN
Teena Lejo

IOD (HEAD OFFICE)

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The importance of sustainability approach is important even in financial services and the CFOs should also
assume leadership role. Six of the most important topics in accountancy are sustainability related. The
existing system of financial statements is necessary, but not sufficient for sustainable government. To
secure our future properly, we must act now. The Boards must develop a risk appetite and deal with risk
related issues. The Companies Act 2013 of India has brought around changes to make boards more
dynamic and effective. This is also an effort to align the functioning of Indian companies with that of the
global players by sharing the principles of governance. Indirectly that is also an effort to promote India as a
profitable investment destination.
Many an experts focus on integrated and holistic thinking endeavouring to see situation as a whole and
more of a focus upon behaviours. Various contributors stress the importance of boards and their chairs as
they try to reconcile and synthesise contending interests, build collective views and determine a
sustainable way forward. The visions and goals that are articulated, the objectives that are set and the
policies that are agreed must meet interests of different stakeholders to engage them and enable a
company to build mutually beneficial relationships. Formulating strategies, policies and guidelines is one
thing. Ensuring that their implementation and/or observance occurs is quite another.
As the Government of India is establishing priorities and formulating implementation plans, it is good time
to raise issues and articulate requirements. As we are seeking to build overseas businesses the global
perspectives on corporate governance highlight the value of establishing core principles that can be
adapted to suit the requirement of local jurisdiction and ensure consistency across international
operations. At the same time it is in the interest of businesses with global reach and/or aspirations that
the general direction of travel is reasonable and appropriate. Ensuring that what emerges is practical and
proportionate, does not distort decision making and does not unnecessarily become onerous may require
some participation in the process. Silent, muted or blatantly self-serving voices may be ignored.
IOD's Global Convention on Corporate Governance and Sustainability in London in October 2014 was an
ideal opportunity to identify the leadership approach for effective cooperation and promoting larger IndoUK businesses based on moral and ethical business practices. To consolidate further and create
confidence in Indian business community, IOD is organising National Convention on Corporate
Governance and Sustainability on 20 December, 2014 in New Delhi. That will give an opportunity to share
the views of international community with a focus to create a win-win situation for Indian and other global
corporates
Pradeep Chaturvedi
Vice President, IOD

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CONTENTS

STATE CHAPTERS
Kerala: (M) 09446488181
Tamil Nadu: (M) 09840295802

Corporate Governance

The Rt Hon Lord Swraj Paul of Marylebone, PC

Corporate Fraud, Audit & Vigil Mechanism

Andrew Ratcliffe
th

14 London Global Convention

9
17

A Report

CSR in Sanitation - A perspective

33

Deepak Balan

Emerging Role of Company Secretaries in the Boardrooms

Rajeev Jain FCS

Golden Peacock Awards, Winners - Highlights of Achievements 2014

35
39

article CORPORATE
Governance

CORPORATE
Governance

*The Rt Hon Lord Swraj Paul of Marylebone, PC

The election result in India in May has presented an unparalleled
opportunity for India. I am sure the work IOD, India is doing will have the
endorsement of Prime Minister Narendra Modi, Finance Minister Arun
Jaitley and the government team who are all keen to strengthen
corporate discipline and reduce corruption.
Just last week, the Finance Minister said in a television interview that:
We are for the market economy but with a social conscience. This is
where the Institute of Directors in India can play a very important role in
providing the leadership and preparing the corporate environment.
The issue of corporate governance is central to any programme or
policy that seeks to advance the Indian economy. In this context, it is
useful to get some perspective because the past helps us to shape the
future.
I would like to remind this audience what corporate governance was like
back in the 1980s when I was one of the first NRIs to substantially
invest in India. The business community got scared because it exposed
the fact that they were running public companies like private fiefdoms.
No corporate governance, no shareholders interest, no transparent
financial reporting. Corporate abuse was rampant in most of those
companies.
The so-called owners, who had very small shareholdings of their own,
felt threatened when this became widely known. They began lobbying
campaigns to keep out the expat community and they largely
succeeded.
By 1991 when the financial crisis meant foreign exchange was running
out, India had no option to but to introduce reforms to attract overseas
investment. Finance Minister Manmohan Singh realised the
advantages and launched new policies, but did not have the political
strength to uphold them, so they were unsustainable.
Also, policy makers did not seem to recognise the difference between
Stock Market investment and real tangible investment in
infrastructure, industry and the like.
As a result, a lot of money poured into the stock market which pleased
the establishment and made them richer. But it was speculative and
often 'hot' money.
After 1998, Mr Vajpayee again resurrected the reform process to bring
foreign investment into the economy. Again the business lobby was
still too strong to allow him to make much progress. He was also
constrained by a coalition government caught up in internal politics.
Now, at long last, things have changed.
We now have a one party government, and a prime minister who
appears determined to make Indian expatriates feel welcome in their

homeland. Encouraging expatriate involvement could help ignite the

engine of economic growth.
At the same time the Prime Minister has pledged an end to corruption
and an end to the illicit flow of funds which are a disgrace to a proud
nation.
We have a mature and very experienced President, having held every
important portfolio; a deeply committed Prime Minister, and a Finance
Minister who is widely regarded as highly competent. All of them are
determined to make India a fairer society, and secure for the nation its
due place in the world.
Their efforts have generated high hopes. For the first time in a long
while, these expectations appear to be within reach.
If these expectations are to be realised, a few basic changes are
needed.
India now has to simplify the rules and make sure that all inward
investment whether in infrastructure, business, health, education,
research etc conforms to those rules. When it does not, it must be
disallowed. Investment that enriches itself but does little or nothing
for society does nothing for India today.
It is also time to end the process where every case has to be individually
considered by the government before approval. This is time consuming
and opens the door for local lobbyists to stall proceedings. It also
creates opportunity for corruption. A lot of companies trying to invest
in India have suffered from this and it has unfortunately given India a
bad name.
Yet major opportunities for business are in prospect. The Prime
Minister has said that just like Corporate Social Responsibility there
should also be Corporate Government Responsibility.
And this is
something we should strongly support.
As someone who has been in the manufacturing business for a long
time, I am glad the Prime Minister is concerned that manufacturing
business has been leaving India in the past four years. He is committed
to its return and has asked businesses that were thinking of moving out
to stay and prosper under his new regime.
I think the Prime Minister appreciates that industrial growth will create
long term jobs and security for the young people of India. He has
emphasised that it is the government's responsibility to do that.
So let us all help to provide that stable manufacturing base which will
provide the jobs our young people so desperately want.
Let us manufacture and invest in the goods that India needs and can
also export to other nations things like ecologically sound low cost
construction, low cost vehicles, solar energy, clean biological sanitation

and water management systems.

Above all, let us have honest investment where production costs are for
real, where competition is open and where there is room for everybody.
We must all pledge that we want clean businesses free of corruption.
For too long India has been burdened with an old, cosy, family-andfavourites, under-the-table style of doing and managing business. For
the first time I now have confidence that that is going to change.
Symbolic gestures are also very important. I hope the next step will be
to grant expats an Indian passport. If not for all of them, then surely for
those who invest a certain minimum amount of money to set up
industries in India. It would probably be too late to be of any benefit to
me, but it will certainly help and encourage the younger generation of
entrepreneurs.
There is another area where the IoD's expertise will be helpful. Many of
the top universities are extremely keen to forge links with India.
The two universities of which I am Chancellor the University of
Wolverhampton and the University of Westminster have been working
with India to set up new programmes and opportunities for our young
people. Both the rewards and the reciprocity have been very
encouraging.

by providing top class education can a nation build a sustainable future.

We need to draw on every resource to accomplish this.
In the Western world, many Indian academics hold very high positions including a president of a leading university in the United States. The
most eminent institutions in the U.K, U.S., Europe and elsewhere have a
fair share of Indian faculty across all disciplines. These are invaluable
links and great pools of expertise that should be given the maximum
assistance to engage with India.
Let us all work together to make India strong, to consider NRIs as
partners and not as a challenge. We have lost 30 years. Let us work
hard to recover them.
I wanted to share these thoughts with you because I believe we are now
at a turning point in modern Indian history. If we make the best use of
the present opportunities, we will achieve what I know everyone in this
room wants India that is good for its people, good for the global Indian
community and good for the world.
The Institute of Directors has created an outstanding organisation and I
think you have all the criteria in place to play a great role in developing a
new future for India. I wish you all success in your efforts.

*The Rt Hon Lord Swraj Paul of Marylebone, PC

Founder & Chairman, The Caparo Group Plc , UK

Such initiatives must be vigorously advanced. I feel strongly that only

UPCOMING EVENTS 2014

National Convention on
Corporate Governance &
Sustainability
Also
IOD Annual Meet

20 December 2014
New Delhi

9th International Conference

on CORPORATE SOCIAL
RESPONSIBILITY

25th World Congress on

TOTAL QUALITY AND
LEADERSHIP

Also presentation of
Golden Peacock Awards for Corporate
Social Responsibility (both National
& Global )& HR Excellence

Also presentation of Golden Peacock

Awards for Quality, Training &
Innovative Product / Service

19 - 20 January 2015
Mumbai, (India)

29 - 30 April 2015
Dubai, (UAE)

17th World Congress on

ENVIRONMENT
MANAGEMENT

Golden Peacock Awards

Masterclass for Directors

Last Date of Submission of

Applications for

leading to Certified Corporate

Directorship

Also presentation of
Golden Peacock Awards on
Environment Management,
Occupational Health & Safety
and Eco- Innovation

Global Awards

for latest schedule please visit :

www.iodonline.com

11 - 12 July 2015
New Delhi, (India)

Golden Peacock Global Award for

Corporate Social Responsibility (GPGACSR)

National Awards

Golden Peacock Award for

124th Chennai

: 05 - 07 December, 2014

Corporate Social Responsibility (GPACSR)

Golden Peacock HR Excellence Award (GPHREA)

125th Delhi

: 05 - 07 December, 2014

10th December 2014

126th Bangalore : 23 - 25 January, 2015

For more information visit us at:

www.goldenpeacockawards.com

127th Mumbai

: 30 January - 01 February, 2015

www.iodonline.com

article

CORPORATE

Fraud, Audit & Vigil Mechanism

CORPORATE
Fraud, Audit & Vigil Mechanism
*Andrew Ratcliffe
Introduction
So my perspectives are principally as an accountant, and in my day job,
as an auditor but I hope they are useful to you as board members. The
role of our members, as auditors and accountants, is not primarily
directed at the detection of criminal behaviour, but their professional
competence includes risk assessment, controls and reporting which
are all important tools in that fight.
It is worth reminding ourselves of the three particular problems of fraud
and corruption:
first, individuals are imperfect; there will always be people
who are dishonest;
second, organisations are also imperfect, no matter how
hard we try, someone can often find an opportunity for fraud
through a flaw in procedures that no-one realised was there:
and
third, that someone will then do all they can to conceal what
they have done.
This seems to have led to an historical attitude that fraud and
corruption are an inevitable part of doing business and that any
preventative regime is bound to fail.
I think we need to reconsider that point of view, as these problems are
greater than they have ever been:
The rapid rise of global markets and developing digital
information technologies mean that fraud and corruption
now evolves and spreads faster than ever before.
The economic pressures following the downturn in 2008
have unfortunately increased the likelihood of dishonesty in
order to achieve corporate objectives or for personal gain.

launch of new products. Input and challenge from outside the

organisation will always bring fresh perspectives. In my experience this
is an area where many companies still have significant opportunities to
improve. Too often, I have seen risk assessments which have degraded
into a box ticking compliance exercise.
Preventative measures start with a strong control environment which
sets the company's attitude to unethical behaviour. In 2010 ICAEW
published a research paper, Real Integrity, which looks at how to embed
ethics in organisations. This highlighted that you need more than tone
at the top. That tone must be embodied in a clearly written and
advertised code of conduct that is visibly advocated by senior
management in what they say and what they do.
There should be strong procedural controls which address the areas
that the risk assessment has identified. Such controls might include
increased documentation or authorisation and ensuring that there are
no inappropriate combinations of duties. Particular attention should be
given to controls over IT access. Controls should address not only the
prevention of theft or manipulation, but also make any subsequent
concealment as difficult as possible. One of many advantages of
double entry book-keeping is that if someone makes a dishonest credit
entry, they have to make a corresponding debit entry somewhere. So
there must be good controls over reconciliations, inter-account
transfers and suspense accounts.

Prevention
Preventative controls should be highly visible so that they are a
deterrent to temptation. Checking these controls is an essential part of
the work of internal audit.
An enterprise should require more reporting, at a more detailed level, of
the operation and findings of their fraud and corruption controls than
would be the case for other internal controls. Particularly in a devolved
enterprise, local risks can easily get you into trouble globally and so the
quality of local decision making must be transparent.

And it is clear that law enforcers and regulators certainly don't accept
that historical view. The scrutiny of those holding senior roles in
corporate management or governance, of what they do and how they do
it, has never been higher.

The Counterpoint to Prevention is Detection

I accept that the risk of fraud and corruption risks is virtually impossible
to eradicate, but the traditional methods of combating it needs to be
continually updated with newer strategies that are focused and
relevant. An enterprise must be resilient: it must have the best strategy
possible to prevent, detect and respond to fraud and corruption; and it
must be sure it will survive if fraud or corruption do occur.

Historically, detective controls have principally been investigations by

internal audit and whistleblowing procedures. These are still important.
Regulators and law enforcement agencies place particular emphasis
on effective whistleblowing hotlines. All whistleblowing matters must
be properly followed up and cross checked against each other to see if
any patterns are emerging.

Such strategies are rooted in an effective assessment of the risks of

fraud and corruption which is regularly refreshed. It must be responsive
to major changes in a company such as entry into new markets or the

Most importantly, employees must have confidence that their position

will not be jeopardised by making a report. There have been too many
examples of whistle-blowers being disadvantaged for doing the right

thing and silence may unfortunately be the path of least resistance. At

ICAEW, we have support and enquiry services to assist our members
who become aware of crime, helping them make the right judgements
including whistleblowing and supporting them subsequently.
However, detective controls are now developing beyond whistleblowing.
Digital technologies offer new opportunities in the fight against fraud
and corruption. These technologies enable a systematic search, dire
ted by the risk assessment to look for indications, or combinations of
indications, that fraud may be taking place.
Let me give an example of an actual case: a company that was
concerned about one of the commonest forms of fraud: invalid
payments to bogus suppliers. The team obtained data for about
50,000 transactions and screened them against 20 indicators of
unusual behaviour. For example:
Early payments.

it have taken to manually examine 50,000 transactions and how sure

could you ever be that this had been done consistently?
Increasing numbers of companies are now establishing continuous
monitoring processes such as this and are getting richer data about
what is going on their company. This can give the bonus of identifying
opportunities for operational efficiencies.
Let me conclude with a few words about how a company should
respond to fraud or corruption when it comes to light. Surprises will
happen and, given the speed at which the media can take hold of a
story, it is easy for a company to lose control of events. These are vital
moments for a company's reputation.
Most importantly a company needs a plan. In a very compressed period
of time, as well as investigating the matter fully and trying to recover any
misappropriated assets, senior management will need to respond to
many other demands including:

Round sum amounts.

Immediate regulatory reporting requirements.

Duplicate vendor names.

Law enforcement agencies in respect of individuals who may

be charged.

Invoices close to approval limits.

Multiple payments within the company's normal transaction
cycle.
The hardest part was getting the data in a form, and of a sufficient
quality, to be interrogated. Once this was done, 37 of the 50,000
transactions were quickly highlighted as having a concerningly large
combination of those unusual indicators. Senior management were
able to review these in the course of a morning and of the 37, 33 were
valid with reasonable explanations. However, the remaining four were
not so easily explained.
Further investigation uncovered a procurement fraud. The data
interrogation had not itself identified all the fraudulent transactions;
but it did mean that the subsequent investigation was very focussed
and consequently more effective and efficient.

The media, who will be desperate to be first with the news.

Communicating with all stakeholders whose confidence in the
company will have been damaged.
And, making sure that the appropriate lessons are learnedfor
the future.
This is a formidable list and not something that management and
boards should be trying to do for the first time when it is real. So it is
important that not only is there a plan, but that it is regularly tested.
Ladies and gentlemen I hope those thoughts have been useful and I
look forward to the discussion.

Consider the alternative without the use of technology. How long would

*Andrew Ratcliffe: Deputy - President, The Institute of

Chartered Accountants in England & Wales (ICAEW) &
Sr Partner, PricewaterhouseCoopers LLP

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Golden Peacock Awards

Golden Peacock Award for
Social Leadership 2014
Shiv Nadar was born in Tamil Nadu, is scholastically-gifted. He was part of the elite DCM
management trainee system. In 1976, eight young men left DCM to create HCL with a
compelling vision that the microprocessor would change the world.
He made HCL an engine of invention. Under his leadership, HCL revolutionized Indian
technology and product innovation, with many world firsts to its credit the first 8-bit
microprocessor-based computer, the first Relational Database Management System,
client- server architecture in 1984, world's first fine-grained multi-processor UNIX
installation. HCL played a key role in supporting India's telecom revolution through the
creation of the largest mobile distribution network with Nokia. HCL Technologies is
currently a top IT services company and a global leader in Engineering & R&D Services.
In the last three decades, HCL has evolved into a $6.5-billion global enterprise with over
95,000 professionals from 102 diverse nationalities, who operate from 70 countries.
After playing a key role in putting India on the global technology map, HCL has diversified
into HCL Healthcare.
In 1994, he established the philanthropic Shiv Nadar Foundation. Today the Foundation
is a significant driver of social change and transformational education through its
landmark institutions spanning from schools to universities. The Shiv Nadar University
has been identified as India's first Ivy League institution.

Roshni Nadar Malhotra

Executive Director & CEO, HCL Corporation

receiving award on behalf of

Shiv N adar, Founder & Chairman

HCL Corporation & Shiv Nadar Foundation

In recognition of his pioneering role in business and philanthropy in India and across the
globe, he has received several honours, notable being the Padma Bhushan from the
President of India, the BNP Paribas Grand Prize for Individual Philanthropy, the AIMA
Managing India Corporate Citizen Award, and the ICSI Lifetime Achievement Award for
excellence in Corporate Governance.

Golden Peacock Women

Entrepreneurial Leadership Award 2014
Shahnaz Husain is the pioneer of organic beauty care in India, and has achieved
unprecedented international acclaim for her practical application of Ayurveda, the ancient
Indian system of herbal healing. Today, she heads the largest organization of its kind in the
world, with a chain of over 400 franchises worldwide, as well as Ayurvedic formulations for
skin, hair, body and health care. Currently, the Shahnaz Husain Group operates in more
than 100 countries worldwide.
She trained for ten years in cosmetic therapy and cosmetology, at Helena Rubinstein,
Swarzkopf, Christine Valmy, Lancome and Lean of Copenhagen, adopting the principle of
"Care and Cure". She has evolved nearly 375 formulations for general beauty care, treatment
of skin and scalp disorders, health and fitness.
She has received several prestigious international Awards including the Outstanding
Ayurvedic Innovation Award at the House of Commons, the Woman of the Year Asian
Achievers Award, as well as the prestigious Olympia Award for Outstanding Contribution in
Ayurveda and Plant Cosmetics at the Olympia Show in London.
Her other international Awards include the Arch of Europe International Gold Star in Madrid,
the Quality Excellence Award in Geneva, Cannes and London, Golden America Award in New
York, the Outstanding Woman Entrepreneur Award in London, Woman of the Millenium Award
in USA, and the WQC International Star Award in Paris the Asia's Leading Woman in
BusinessAward from WIL Forum Asia, in Malaysia, and the Outstanding Ayurvedic
Innovation Award, from the China Chamber of Commerce.
She was honoured with the Padma Shree Award by the Government of India. Recently, she
achieved the dual honour of speaking at the House of Lords and House of Commons. and was
invited to the U.S. President Obama's Summit of Entrepreneurs in Washington, in 2010.

Shahnaz Husain
Founder & CMD, Shahnaz Husain
Group of Companies

13

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IOD Distinguished Fellow 2014

Gopichand P Hinduja Co-Chairman, Hinduja Group of Companies Chairman, Hinduja
Automotive Limited, UK
Gopichand P Hinduja, fondly known as 'GP' in business circles, is the Co-Chairman of the
Hinduja Group of Companies.
GP joined the family business in Mumbai in 1959. He was one of the architects of the
transformation of the Group from an Indo-Middle East trading operation into a multi-billion
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capacity in India.
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Law from the University of Westminster, and Honorary Doctorate of Economics from
Richmond College, London. GP's personal interests are trekking, music and swimming.

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A Report
Institute Of Directors, India presents

14th London Global Convention

Theme:

BOARDS TO LEAD: Effective Corporate Governance and Sustainability

on 28 - 31 October, 2014

Hon'ble Mrs Nirmala Sitharaman, Union Minister of State (IC) for Commerce and
Industry, Govt. of India releasing the Convention Souvenir during the 14th London Global
Convention along with Lt Gen J S Ahluwalia, PVSM ( Retd), President, Institute of
Directors.

Hon'ble Mrs Nirmala Sitharaman, and The Rt. Hon. Baroness Verma, Parliamentary
Under Secretary of State, Ministry of Energy & Climate Change, Govt of UK during the
Global Business Meet at House of Lords.

First Day Proceedings 28th October, 2014

The Rt. Hon. Baroness Verma in her Welcome Address lauded the efforts
of IOD, India in bringing together global investors under one roof over
the last few years and how it has grown today and connects with global
leaders. She dwelt on the theme of investors working together and
sharing their experiences, challenges and opportunities. She added that
the Boards must evolve with changing times, and 'doing business as
before' will no longer work in the emerging global market.

The Institute of Directors, India organised it's annual 14th London Global
Convention, on Corporate Governance and Sustainability in London,
from 28th to 31st October, 2104. The theme of the Convention was
BOARDS TO LEAD: Effective Corporate Governance and Sustainability.
The 14th London Global Convention commenced with Global Business
Meet at the House of Lords, Westminster, London. The Chief Guest was
Hon'ble Ms. Nirmala Sitharaman, Union Minister for Commerce and
Industry (Independent Charge), Minister of State for Finance and
Corporate Affairs, Govt. of India. Amongst those who also addressed the
Business Meet included The Rt. Hon. Baroness Verma, Parliamentary
Under Secretary of State, Ministry of Energy & Climate Change, Govt. of
UK, Rt. Hon. Patricia Hewitt, Chair, UK-India Business Council (UKIBC),
Hon'ble Angad Paul, Group CEO, Caparo Group Plc. UK, Mr. Nikhil Sahni,
Senior President, Govt Relationship Management, YES Bank, India and
Dr. R. Seetharaman, Group CEO, Doha Bank, Qatar. His Excellency Mr.
Ranjan Mathai, IFS, India's High Commissioner to UK was the Special
Guest at the Meet. Our other special dignitaries included The Rt Hon
Lord Swraj Paul of Marylebone, PC and Mr. Gopichand P Hinduja, CoChairman, Hinduja Group of Companies, also graced the occasion.

Lt. Gen J. S. Ahluwalia, PVSM (retd), President, Institute of Directors,

India delivered the Opening Address where he outlined the role of IOD,
India in promoting the board functioning to be more ethical, transparent
and effective. He also elaborated on the Golden Peacock Awards, which
have today become a benchmark of good corporate governance not only
in India, but globally. This is evident from the large number of companies
that participate in the Award process from all over India, and now also
globally. Almost 1000 applications are received annually, and around 25
countries participate in the Global GP Awards.
Rt. Hon. Patricia Hewitt informed the international gathering that UK
had emerged as the largest foreign investor in India. She visualized a
long-term and profitable partnership between the two countries. She

A large number of countries participated both in the Business Meet and

Global Convention. The countries included, besides India, UK, USA,
France, Pakistan, Singapore, South Africa, Thailand, Kenya, Latvia, UAE,
Greece, Qatar, Saudi Arabia, Portugal, Switzerland, Japan, Greece etc.
Hon'ble Ms. Nirmala Sitharaman in her Chief Guest address outlined the
policy of the new government in India, which is investor-friendly. She
outlined the concept of Make-in-India as the cornerstone of the new
industrial policy, as enunciated by the Prime Minister of India. She also
outlined the changes brought about in the Indian Companies Act, 2013
to make the boards more dynamic and effective. She stressed how both
India and UK 'shared the principle of governance'. This adds to the
dimension of India as a profitable investment destination. She also
commented on the role of Independent Directors as the emerging modern
concept of board functioning, which is a core competence of IOD, India.

Distinguished quests during the Global Business Meet at House of Lords. From L to R:- Rt.
Hon. Baroness Verma, Gopichand P Hinduja, Co-Chairman, Hinduja Group of Companies,
Hon'ble Mrs Nirmala Sitharaman, Rt. Hon. Sir Richard Needham, Chairman, Golden
Peacock Global Awards, Chairman Advisory Group, Stern UK and Vice Chair, NEC Europe
and The Rt Hon Lord Swraj Paul of Marylebone, PC, Founder & Chairman, The Caparo
Group Plc , UK

17

GALAXY OF

SPEAKERS

10

11

12

13

14

15

16

17

18

19

20

1. The Rt Hon Theresa May MP, Secretary of State for the Home Department, Govt. of UK
2. Hon'ble Mrs Nirmala Sitharaman, Union Minister for Commerce and Industry, Minister of
State for Finance and Corporate Affairs, Govt. of India
3. The Rt. Hon. Baroness Verma, Parliamentary Under Secretary of State,Ministry of Energy &
Climate Change, Govt of UK
4. H.E. Ranjan Mathai, High Commissioner of India to UK
5. The Rt Hon Lord Swraj Paul of Marylebone, PC, Founder & Chairman, The Caparo Group Plc , UK
6. The Rt Hon Alok Sharma, Member Parliament for Reading West House of Commons, UK
7. John Griffith-Jones, Chairman, Financial Conduct Authority (FCA), UK
8. Lord Karan Bilimoria, CBE, DL, Founder, Cobra Beer & Chairman Cobra Beer Partnership Ltd, UK
9. Mr. Sunil Kant Munjal, Jt. Managing Director, Hero MotoCorp Ltd
10. Dr. R. Seetharaman, Group Chief Executive Officer, Doha Bank, Qatar

11.
12.
13.
14.
15.
16.
17.
18.
19.
20.

Professor Sir Andrew Likierman, Dean, London Business School(LBS),UK

Professor Dame Julia King, DBE FREng, Vice-Chancellor, Aston University
Prof David J. Maguire, Vice Chancellor, University of Greenwich, UK
Professor Paul Boyle FBA FRSE, Vice Chancellor, University of Leicester & Ex Chief
Executive of the Economic and Social Research Council and President of Science Europe
Maxine Mawhinney, BBC TV News Anchor & Presenter, UK
Dr. Santrupt Misra, CEO, Carbon Black Business and Director, Group HR, Aditya Birla
Group, India
R. Sridharan, President, The Institute of Company Secretaries of India (ICSI)
Dr. A S Durga Prasad, President, The Institute of Cost Accountants of India
S Chakraborty, Chief Executive, Innovative Financial Advisors
Nikhil Sahni, Senior President, Govt Relationship Management, YES Bank Limited

18

lauded the role of IOD, India in promoting this partnership.

Dr. R. Seetharaman, Group CEO, Doha Bank, Qatar invited the IOD, India
and the gathered international audience to Qatar as an important
investment destination. He informed that the total GDP of the six Gulf
States was equal to the GDP of India, and, IOD India needs to expand its
efforts in this direction. He would welcome the IOD, India and its
associates to extend their operations to Qatar, and other Gulf states.
Mr. Nikhil Sahni, Senior President, YES Bank outlined the vision of the
YES BANK which was guided by fair play and stake holder participation.
He affirmed that his Bank's policy is guided by CSR and the 'Code of Best
Practices' as outlined by the regulatory agencies in India, including the
RBI, SEBI etc. To encourage stakeholder participation, his Bank has set up
Investor Groups which can even question Board's policies. He practically
addresses 'water management' as an overriding CSR priority.

Rt Hon Patricia Hewitt, Chair, UK India Business Council (UKIBC), delivering the
keynote address at the Global Business Meet.

Hon. Angad Paul, MD & Group CEO, Caparo Group Plc, UK outlined the
philosophy of his Group, which has emerged as one of the largest
business groups in UK today. He emphasized that his organization is
guided more by innate correct values rather than rules that make them
more transparent. He added that what is needed is common sense and
not new laws. The stakeholders judge you today not by what you say but
what you do.

Hon Angad Paul, Group Chief Executive Officer, Caparo Group Plc. UK, addressing at
the Global Business Meet.

Mr Nikhil Sahni, Senior President, Govt Relationship Management, YES Bank Ltd.
addressing at the Global Business Meet.

In the evening of the 28th October, 2014, the IOD, India and all the
delegates were Guests of the Institute of Chartered Accountants of
England & Wales, at their office in Moorgate Place, London on the first
day, where a Reception was hosted by ICAEW. The ICAEW is the largest
such body in the world, with around 1,40,000 members.
Mr. Andrew Ratcliffe, Deputy President, chaired the Special Session
organized on Corporate Integrated Reporting, which was the theme of
the session. A number of senior members of the ICAEW addressed the
Session including Mr. Neil Stevenson, Brand Director, IIRC, Ms. Veronica
Poole, FCA, Senior Accounting Technical Partner, Deloitte, Ms. Kathryn
Cearns, FCA, Consultant Accountant and Mr. Alan Teixeira, Technical
Director, IASB.
Mr. Ratcliffe, described the theme as concise communication of value
creation. It was aimed at next generation. Mr. Stevenson described it as
non-financial reporting which would have a direct impact on the
organization and its performance. Mr. Teixeira explained that the
existing mode of reporting is only partial, and is not a long-term
sustainable business model. Ms. Cearns informed that the new
reporting incremental system built trust, not only amongst private but
also the public sector. Integrated reporting promotes integrated
thinking. Ms. Poole explained that it removes trust deficit in business,
which has been growing between the business and civil society,
especially after the global financial collapse of 2008-09. It promotes
'responsible capitalism' and intangible assets of organizations, which is
80% of the total business value.
Lt. Gen. Ahluwalia in his thanks address stated that IR should cover not
only listed companies but all organizations. It is the ongoing endeavour
of IOD, India to promote the concept amongst all the players, so that it
leads eventually to a holistic and conclusive reporting.

Dr. R. Seetharaman, Group Chief Executive Officer, Doha Bank, Qatar, addressing at
the Global Business Meet.

After the Special Session, a MoU was signed between ICAEW and the
IOD, India for long-term partnership and to work together in promoting
on the concept of IR and boardroom issues. It was followed by a
Reception hosted by Mr. Andrew Ratcliffe and other office bearers and
members of ICAEW.

19

The Rt Hon Lord Swraj Paul with Rt Hon Patricia Hewitt

th

Hon Angad Paul with Hon'ble Mrs Nirmala Sitharaman

Second Day Proceedings 29 October, 2014

needs a strong base in skilled manpower to be competitive.

The Global Convention on 'Corporate Governance and Sustainability'

was formally inaugurated by His Excellency Mr. Ranjan Mathai IFS, High
Commissioner of India to UK. The Opening Session on Wednesday, the
th
29 October, 2014 was addressed by Lt. Gen J S Ahluwalia, PVSM (Retd),
President, Institute of Directors, India, The Rt. Hon. Swaraj Paul of
Marylebone, PC, Founder and Chairman, Caparo Group Plc., Professor
Paul Boyle, FBA FRSE, Vice-Chancellor, University of Leicester & ex-Chief
Executive of the Economic and Social Research Council and President of
'Science Europe', Mr. S. Chakraborty, Chief Executive, Innovative
Financial Advisors. The Rt. Hon'ble Baroness Verma, Senior Minister for
Energy & Climate Change, Govt. of UK and Chairperson, IOD India
Advisory Committee (International Operations) chaired the Opening
Session.

The Rt Hon Lord Swraj Paul of Marylebone, PC, built on the concept of
market economy with a social conscience, as explained by the new
Finance Minister of India. Investments should no longer be merely 'selfcentered' but what he termed as 'honest investments' where there is a
stake not only for the organization but all the stakeholders and the
society at large. We must aim to create long-term jobs and security for
the youth of India.

Lt. Gen Ahluwalia in his Welcome Address explained the wide

acceptance of the IOD, India's mission in improving boardroom
functioning and the emerging importance of training of Directors. He
stressed that the focus of IOD in India is towards training of Directors,
especially Independent Directors. He outlined the emerging role of the
Boards as effective monitors of corporate functioning and the authors of
'Integrated Strategy'. He outlined the leadership role of the company
boards and their strategic vision in creating the right values and
promoting trust and transparency in the entire organization.
H.E Mr. Ranjan Mathai in his Inaugural Address stressed the importance
of the Board's role in translating vision into reality. He stressed the
importance of government-industry partnership for not only increasing
GDP, but also value addition to business. He gave the novel idea of
villages as the growth hubs of the future, as a challenge for the new
Ministry of Skill and Entrepreneurship Development in India. India

Global Business Meet at House of Lords

Professor Paul Boyle Vice-Chancellor of University of Leicester

delivered the convention theme address and stressed upon the
importance of social innovation, not merely technological innovation. He
also stressed the importance of research in science, and provision of
adequate funding so that it promotes what he termed as Innovative
Economy. He cited the example of UK, which is a pioneer in the field,
spending 16% of the total investment globally with just 1% population.
Mr. S. Chakraborty, CEO, Finnovation, outlined the equilibrium of
Nature, which is at the core of development. He questioned the GDP as
the sole indicator of development. He outlined the concept of 'human
dividend', and not merely dividend. He gave out the concept of
Profitable Sustainability.
The Rt. Hon. Baroness Verma once again complimented the IOD, India
for promoting UK-India relations. She especially mentioned the IOD's
Leadership Training Programmes in India which were based on shared
values between UK & India. Partnerships allow best practices to be
adopted widely.
The next session was the Keynote Session on the sub-theme of 'Global
Perspectives on Corporate Governance'. It was a high powered session
chaired by Dr. Mohan Kaul, Executive Chairman, Commonwealth
Investment Corporation, UK. The other keynote speakers were Ms.

Global Business Meet at House of Lords. Seen with Presidents of ICSI, ICAI, CSIA

20

Special Session on 'Corporate Integrated Reporting': An Emerging Global Trend.From L: Alan Teixeira, Technical Director, IASB, Kathryn Cearns FCA, Consultant Accountant,
Andrew Ratcliffe, Deputy President, ICAEW, Veronica Poole FCA, Senior Accounting Technical Partner, Deloitte and Neil Stevenson, Brand Director, IIRC

Jessica Fries, Executive Chairman, the Prince's Accounting for

Sustainability Project (A4S), Mr. Simon Osborne FCIS, Chief Executive,
the Institute of Chartered Secretaries and Administrators (ICSA), UK, Dr.
R. Seetharaman, Group Chief Executive Officer, Doha Bank, Qatar and
Mr. Ian Ball, Chairman of the Working Group & Board Member,
International Integrated Reporting Council (IIRC).
Dr. Kaul quoted the definition of Corporate Governance, as given by the
OECD. He added that business development and the board are
synonymous in developed markets. Businesses should be effectively
controlled and directed. Ms. Fries stressed the importance of
Sustainability approach even in financial services and said that the CFOs
should also assume leadership role. ACCA reports point out to the fact
that six of the most important topics in Accountancy are Sustainability
related. To secure our future properly, we must act here and now. Mr.
Osborne stressed that boards must develop a risk appetite and also risk
tolerance. Diversity in the board should be promoted through greater
international effort and co-operation and not through quotas. Executive
pay must not be exorbitant. Fat bonuses are more of a bane than a boon.
Dr. Seetharaman stressed that Corporate and Global Governance are
interlinked. The convergence between developed and developing
economies must be promoted. Crisis often creates more ethical and
moral practices. Mr. Ball cautioned that existing system of financial
statements is necessary, but not sufficient for sustainable governance.
The session was followed by an active interaction with the audience.
The next Plenary Session was a panel discussion chaired by Lord Michael

Global Business Meet at House of Lords

Hastings, Baron Hastings of Scarisbrick, CBE, Global Head of Citizenship,

KPMG International. It was another high-powered panel, including Mr.
Sunil Kant Munjal, Joint Managing Director, Hero Motor Corporation
Ltd. & Chairman, Hero Corporate Service Ltd, India, Mr. Atul Temurnikar,
Co-Founder & Executive Chairman, Global Schools Foundation,
Singapore,
Ms. Sue Almond, Director ACCA and Dr Sabine Dembkowski, Managing
Partner, Better Boards Ltd., London and Dr. Jeremy Pearce, Senior
Lecturer, Lincoln Business School, University of Lincoln, UK.
Lord Hastings spoke on the sub-theme of 'Boardroom Leadership', and
the importance of brand building. He said the misreporting of financial
information always causes enormous problems for the boards. He
wondered if the corporates in India have the developed skilld to fully
implement the new Indian Companies Act, 2013. Mr. Munjal stated that
companies are like individuals, which need a moral compass. Family
values are very important, which ultimately become the organizational
values. Our Company has one of the highest ratings - we are people
focused and see people as assets. Ms. Almond stressed that the
stakeholders must hold boards to account. Effective boards must be so
designed as to achieve creation and optimization of sustainable
stakeholder value. Mr. Temurnikar stressed the importance of wellrounded development, which can be provided by affordable education.
Even school leadership needs input from boards and communities. The
main challenge today was to standardize the teaching methods across
countries and cultures. Dr. Dembkowski stressed the importance of right

Global Business Meet at House of Lords

21

behaviour to make the boards more effective. She laid stress on the
values and skills, that complement each other. She further emphasized
the system of open feedback. Dr. Pears defined the board as a nexus of
decisions. The quantum of decisions is important, and corporate
success implies great leadership.
The next Plenary Session of the day was again a panel discussion on the
sub-theme of the 'Role of the Board in Promoting Sustainability'. It was
chaired by Maxine Mawhinney, BBC TV News Anchor & Presenter, UK.
Other panelists were Rt Hon Patricia Hewitt, Chair, UK India Business
Council (UKIBC), Dr. Santrupt Misra, CEO, Carbon Black Business and
Director, Group HR, Aditya Birla Group, India, Mr. Tim Balcon, Chief
Executive, Institute of Environmental Management and Assessment
(IEMA), UK, Mr. S Y Siddiqui, Chief Mentor, Maruti Suzuki India Ltd., Mr.
Jon Williams, Partner-Sustainability & Climate Change, PwC LLP, Ms.
Claudine Blamey, Chair, Institute of Corporate Responsibility and
Sustainability, UK.

Prof. Vlatka Hlupic, Professor of Business and Management, University of

Westminster, Dr. Tatyana Boikova, Associate Professor, Baltic International
Academy, Latvia and Dr Shaheena Janjuha-Jivraj, Associate Professor Henley
Business School, Co-founder Boardwalk.

Participants with ICAEW Deputy President Mr. Andrew Ratcliffe

Andrew Ratcliffe, Deputy President,

ICAEW, UK

Lt Gen J S Ahluwalia

Dr. J. N. Mishra, Deputy Managing Director, State Bank of India informed

that the SBI has already started innovative banking department. We
must shift from individual banking to community banking.
Ms. Mawhinney briefly touched on the role of board in promoting a
Sustainable Strategy. This will lead to inclusive growth. Ms. Patricia
Hewitt stated that business can do better, by doing good. It is important
to always observe right behaviour, communications and conversations.
All conversations should be honest, and the board must ensure
individual as well as collective responsibility. When you become more
sustainable, your costs fall. Dr. Misra stated that Sustainability is not an
isolated concept. The responsibility for the same is shifting from
government to boards. Sustainability must not be limited to tokenism,
but must be implemented as a comprehensive policy with clear-cut
priorities. Everything is integrated. Mr. Balcon stated that Sustainability
is not an option any longer, but is the lifeblood of the business. Mr.
Siddiqui stressed that the boards have moved from their earlier passive
role to an active role now. Sustainability is now all about the next
generation. We must delete the past. Mr. Williams outlined the threat
of climate change, and the increasing danger from carbon emissions. The
boards must reorient themselves so that the climate change does not hit
the world food supply. The boards must reset targets and ensure internal
reporting. Some megatrends compel sustainability-demographic
change, shifting global power, rapid urbanization. Ms. Blamey stressed
the need to demystify Sustainability and avoid jargon. The CSR
professionals must be organized, so that they can persuade boards to
achieve sustainability goals.
The next session was again a panel discussion on the sub-theme of
'Corporate Fraud, Audit and Vigil Mechanism'. It was chaired by Mr.
Anthony Harbinson, FCCA, President, Association of Chartered Certified
Accountants (ACCA) and former Chair, (CCAB), UK. The other panelists
were Mr. Andrew Ratcliffe, Deputy - President, The Institute of
Chartered Accountants in England & Wales (ICAEW) & Sr Partner,
PricewaterhouseCoopers LLP, Mr. Peter Van Veen, Director,
Transparency International, UK, Dr. A S Durga Prasad, President, the
Institute of Cost Accountants of India, Prof Colin Coulson-Thomas,
Chairman, Audit and Risk Committee, United Learning, UK and Mr. M. P.
Vijay Kumar, Chief Financial Officer, Sify Technologies Ltd., India.
Mr. Harbinson guided the discussion on the increasing corporate fraud
and the need for a very alert vigil mechanism. Mr. Ratcliffe stressed the
importance of preventive checks for minimizing fraud. He mentioned the
necessity of advertising a Code of Conduct for the organizations.
Preventive measures are the first step. Mr. Peter Veen stated that

Participants at Welcome Reception

22

Participants with Rt. Hon. Lord Rana & Rt. Hon. Sir Richard Needham

The Rt. Hon. Baroness Verma (L) presenting a bouquet to H.E. Mr Ranjan Mathai, High
Commissioner of India to UK. The Rt Hon Lord Swraj Paul and Lt Gen J S Ahluwalia
can also be seen.

corruption is a global phenomenon. For this purpose, there should be a

'Bribe Payers Index'. He also outlined the broad provisions of the latest
UK Bribery Act. Dr. Prasad stressed the importance of providing
protection to whistle blowers. The senior management must always
'walk the talk' in this connection. Prof Colin Coulson-Thomas highlighted
the wide gap between rhetoric and reality, and pointed out that most of
the government systems are frail. Mr. Kumar said that it would be
desirable for organizations to own up all such cases. Corruption can't be
fully eliminated but can only be minimized.

community, the Parsis of India, doing charity beyond compare. This is the
way to eventual success. CSR should be more of an instinct, rather than
imposed from above. Ms. Moore outlined the need for evolving a global
strategy for a 'smarter planet'. She stressed the importance of building a
'Corporate Service Corps', as a fulltime occupation. Mr. Elman listed 55
charities globally (in 2007) as involved in having a global perspective. This
was plan 'A', and there can be no plan 'B'. There should be a target fixing in
each area of activity, especially for 'carbon neutrality'. Ms. Longley stated
that CSR is good for business and makes for a 'Responsible Business'. It
should cover the entire organization, and not be limited to a single
department. Dr. Boikova similarly stressed that CSR needs to be taken to
new heights. There is an uneven distribution of global wealth, which
makes it imperative for CSR to be given due weightage. Mr. Ellis stressed
the importance of charitable initiatives. He added that it is important to
measure CSR.

The last plenary session of the first day was on the sub-theme of 'CSR as a
Tool for Sustainable Development'. It was a high-powered panel, chaired
by Mr. S. Chakraborty, Chief Executive, Innovative Financial Advisors,
India, Lord Karan Bilimoria, CBE, DL , Founder, Cobra Beer & Chairman,
Cobra Beer Partnership Ltd, UK who delivered the Special Address. The
other panelists were Ms.Celia Moore, Director, Corporate Citizenship
and Corporate Affairs, EMEA, IBM UK & Chair, CSR, Europe, Mr.Adam
Elman, Global Head of 'Plan A' Delivery, Marks and Spencer plc (M&S),
Ms. Anita Longley, Director of Corporate Responsibility, 'RWE npower'
and Board Director at Corporate Responsibility Group, UK, Dr. Tatyana
Boikova, Associate Professor, European Studies Department, Baltic
International Academy, Latvia and Mr. Richard Ellis, Director of Group
CSR, Alliance Boots, UK.

The main event of the second day was the 'Golden Peacock Awards Nite'.
The Rt. Hon. Theresa May, MP, Secretary of State for the Home
Department, Govt. of UK and the Home Minister in the Cabinet of Prime
Minister David Cameron graced the function as the Chief Guest. She
presented the famed 'Golden Peacock Awards' for Corporate
Governance, Sustainability and Innovation Management. Both Global
and National Awards, were presented.

Mr. Chakraborty quoted Mahatma Gandhi, the Father of Indian Nation,

that CSR can be enforced more by example and not by muscle power. CSR
must involve all levels, especially the labour force. Sustainability does
not lead to decrease in profits. Lord Bilimoria gave out the philosophy of
his Cobra Group, that it is better to fail doing the right thing, than to
succeed by doing wrong things. He outlined the philosophy of his

The Rt. Hon'ble Ms. May also conferred the IOD's Distinguished
Fellowship Award on Mr. Gopichand P. Hinduja, Co-Chairman, Hinduja
Group of Companies. He was honoured for his public service, and the first
NRI investor in India who turned around a sick Indian company (Ashok
Leyland) into one of the most successful industrial enterprises in India
today. He received the Fellowship in person.

Prof Paul Boyle, Vice Chancellor, University of Leicester delivering the theme address
during the Opening Session of London Global Convention 2014

S. Chakraborty, Chief Executive, Innovative Financial Advisors delivering the special

address during the Opening Session of London Global Convention 2014.

23

Keynote Session on 'Global perspectives on Corporate Governance', L to R :- Simon

Osborne FCIS, Chief Executive, The Institute of Chartered Secretaries and Administrators
(ICSA), UK, Dr Mohan Kaul, Executive Chairman, Commonwealth Investment Corporation,
UK, Jessica Fries, Executive Chairman, The Prince's Accounting for Sustainability Project
(A4S), Dr. R. Seetharaman, Group Chief Executive Officer, Doha Bank, Qatar and Ian Ball,
Chairman of the Working Group & Board Member, International Integrated Reporting
Council (IIRC)

Plenary Session on 'Corporate Governance : Boardroom Leadership', L to R : - Sue

Almond, Director - External Affairs, ACCA, Dr Sabine Dembkowski, Managing Partner,
Better Boards Ltd., UK, Sunil Kant Munjal, Lord Michael Hastings, Global Head of
Citizenship, KPMG International, Atul Temurnikar, Co-Founder & Executive Chairman,
Global Schools Foundation, Singapore and Dr. Jeremy Pearce, University of Lincoln, UK

The Rt. Hon'ble Ms. May also conferred the Leadership Award on the
eminent Indian industrialist, Mr. Shiv S. Nadar, Founder and Chairman,
Hindustan Computers Limited. He was honoured for the world's first 8bit microprocessor-based computer, the first Relational Database
Management System, client- server architecture in 1984, world's first
fine-grained multi-processor UNIX installation. The Award was received
personally by his daughter, Ms. Roshni Nadar Malhotra, Executive
Director and the CEO of HCL Corporation who had flown in all the way to
London from India.

Hon. Sir Richard Needham, Chairman, Golden Peacock Global Awards

Jury and Chairman, Advisory Group, Stern, UK and Vice Chair, NEC
Europe, Mr. Nikhil Sahni, Senior President, Govt Relationship
Management, YES Bank Limited, India, The Rt. Hon. Baroness Verma
and Hon'ble Mr. Alok Sharma, Member Parliament for Reading West,
House of Commons, UK.

The Rt. Hon'ble Ms. May also conferred the Entrepreneur Leadership
Award on the eminent Indian Ms. Shahnaz Husain, Padma Shree, CMD,
Shahnaz Husain Group of Companies, India. She was recognized for
introducing the traditional Indian wisdom, as contained in the Ayurveda
to the world. Ms. Husain and her family had flown all the way to London,
to receive this Award, in person. She was accompanied by her relations
and senior executives of her Group.
The Rt. Hon'ble Ms. May addressed the large international gathering on
the importance of such initiatives, to promote closer UK- India cooperation. She informed the international gathering that as a result of
such initiatives by Indian organizations like IOD, India, her government
had decided to introduce super-fast visa processing for India, which
would process all urgent Visa applications in 24 hrs.
The Rt. Hon'ble Ms. May informed the international gathering that UK
had emerged the single largest investor in India, where the total
investment now stand at 16 billion pound, an impressive figure. Both
countries have historical business and trade ties, and shared common
liberal, democratic values.
The other dignitaries who spoke at the Awards ceremony included Rt.

The Rt Hon Shailesh Vara MP, Parliamentary Under-Secretary of State,

Ministry of Justice, Govt of UK was the Special Guest at the Awards
Ceremony.
Sir Richard delivered the Welcome Address. Mr. Nikhil Sahni elaborated
on the efforts of his bank, i.e. YES Bank towards promoting fair and
transparent lending practices, and the special efforts towards customer
care.
Hon'ble Mr. Alok Sharma MP also addressed the gathering. He equated
sustainability with culture. He stressed the need for gain & equitable
treatment for all those who serve in organization, and singled out the
banking sector where the differential in the remuneration package was
huge, and growing amongst the higher & lower echelons.
The Awards Nite concluded with presentation of Golden Peacock
Awards, both to Global and National winners, amongst business and
industry. The citations for the Awards were read by Dr. Graham Wilson,
the eminent management expert, UK working on Leadership
Organizational Development at Oxford, UK.
Amongst the Global winners who won the Award, were senior
representatives of business and industry from UK, USA, France, Saudi
Arabia, Portugal, Japan, South Africa, Thailand, Qatar, UAE etc. The list of
such winners is mentioned in detail separately in this issue. A list of
Indian winners is also mentioned separately in this issue.
The Awards Nite concluded with a formal Banquet for all the
distinguished VIPs, speakers, delegates and their families.
th

Third Day 30 October, 2014

The Convention on 30th October, 2014 commenced with a Morning
Session address by Prof David J. Maguire, Vice Chancellor, University of
Greenwich, UK. The sub-theme was 'Strategizing Sustainability & CSR:
Leadership & Lessons Learnt'. Prof. Maguire dwelt at length on 'Good
Governance in Higher Education for Sustainable Success'. He stressed
that Human Rights must form a part of CSR. He outlined the concept of
Food Miles to drive home the point that people must be encouraged to
buy local produce for Sustainability. This will reduce the increasing stress
on environment, through unnecessary transportation, fuel costs etc.
Sunil Kant Munjal and Lord Michael Hastings after the session.
Also seen Lt Gen J S Ahluwalia

24

Meet the needs of the present generation without compromising the

needs of the next generation.
The Special Address was followed by case study presentations by the
winners of the GP Awards for Sustainability Excellence. The senior
management of the following Indian companies gave their case study
presentations:
I) Hindustan Coca-Cola Beverages Pvt. Ltd.
ii) Mahindra & Mahindra Ltd.
iii) State Bank of India
iv) GlaxoSmithKline Consumer Healthcare Ltd.
v) Oil & Natural Gas Corporation Ltd
vi) YES Bank Limited
The next Plenary Session was a high-powered panel discussion on the
sub-theme of 'Principled Corporate Governance: A Game Changer'. It
was Chaired by Dr Larry Taylor, PhD, Board Member, NACD, USA &
Chairman of the Board, the Creighton Group Inc., California, USA. He
spoke at length on the 'The New Breed of Independent Corporate
Directors and the Tone-at-the-Bottom'. The other co-panelists were Mr.

Plenary Session on 'Corporate Fraud, Audit & Vigil Mechanism' L to R : - Prof Colin CoulsonThomas, Chairman, Audit and Risk Committee, United Learning, UK, Dr. A S Durga
Prasad, President, The Institute of Cost Accountants of India, Andrew Ratcliffe, Anthony
Harbinson, FCCA, President, ACCA, M. P. Vijay Kumar, Chief Financial Officer, Sify
Technologies Ltd., India and Peter Van Veen, Director Business Strategy, Transparency
International

Plenary Session on 'The Role of the Board in Promoting Sustainability', L to R : - Jon

Williams, Partner-Sustainability & Climate Change, PwC, S Y Siddiqui, Chief Mentor,
Maruti Suzuki India Ltd., Tim Balcon, Chief Executive, IEMA, Maxine Mawhinney, BBC TV
News Anchor & Presenter, UK, Rt Hon Patricia Hewitt, Dr. Santrupt Misra, CEO, Carbon
Black Business and Director, Group HR, Aditya Birla Group, India and Claudine Blamey,
Chair, Institute of Corporate Responsibility and Sustainability, UK

Vimal Wakhlu, Chairman & Managing Director, Telecom Consultants

India Ltd., India, Mr. Michael Parker, Co-Founder & CEO, Parkers Imports
& Exports Ltd, UK, Ms. Sharon Constancon, Managing Director, Valufin
Ltd., UK, Dr Shaheena Janjuha-Jivraj, Associate Professor, Henley
Business School, Co-founder Boardwalk and Mr. Mohammad Abdullah
Yusuff, Chairman, Pakistan Institute of Corporate Governance.
Dr. Taylor termed the role of directors of a board as a higher calling. He
added that the Independent Directors must pledge allegiance to protect
the free market capitalist system. The board must be of the right size, as
overboarding causes problems for the organization. Mr. Wakhlu cited
the example of 100 million telephones installed in India but questioned
it's Sustainability. The import of its equipment etc. makes it
unsustainable. Mr. Parker stated that banking was the first industry
which necessitated the need for regulators. This nearly caused the
biggest collapse in Western civilization, by a policy of limitless bonuses
and tax free perks etc. Ms. Constancon cautioned against
overboarding and multiple boards, where Independent Directors are
taking on responsibilities in excess of their capacities. Dr. Jivraj was of the
opinion that a compulsory quota on gender basis is not desirable. Boards
should be gender neutral, and it is important to recruit only the right
candidate. Dr. Abdullah stated that there should be separate rules for
public sector boards regarding the Independent Directors. The
employees must also have a representative on the board. The post of
Chairman and CEO should preferably be split.
The second Plenary Session of the day was again a panel discussion on a
topical subject and sub-theme: 'Emerging Role of Company Secretaries
in the Boardrooms'. It was Chaired by Prof Andrew P Kakabadse,
Professor of Governance and Leadership, Henley Business School, the
University of Reading. The other co-panelists were Carina Wessels,
President, Corporate Secretaries International Association, Mr. R.
Sridharan, President, The Institute of Company Secretaries of India
(ICSI), Mr. Rajeev Jain FCS, CEO, GVK Mumbai International Airport,
India, Mr. Peter Swabey, Director Policy & Research, the Institute of
Chartered Secretaries and Administrators (ICSA), UK and Mr. Lalit Jain,
Senior Vice President and Company Secretary, Jubilant Life Sciences Ltd,
India.

Plenary Session on 'CSR as a tool for Sustainable Business Development', L to R:- Dr.
Tatyana Boikova, Associate Professor, Baltic International Academy, Latvia, Anita
Longley, Director of Corporate Responsibility, RWE npower, UK, Adam Elman, Marks and
Spencer plc, S. Chakraborty, Chief Executive, Innovative Financial Advisors, India, Lord
Karan Bilimoria, CBE, DL , Founder, Cobra Beer, Celia Moore, Director Corporate
Citizenship and Corporate Affairs, EMEA, IBM UK and Richard Ellis, Director of Group
CSR, Alliance Boots

Prof. Kakabadse steered the discussion on the vital role of the company
secretary in running the board. He stressed that it is the company
secretary that maintains the boardroom integrity and ethics. Ms. Carina
stated that though the company secretary is entrenched in law, but his
role is still evolving. Worldwide, the company secretary is termed as the
gatekeeper of Good Corporate Governance. Dr. Sridharan described a
company secretary as the conscience of the board. His role has been

25

Eminent guests on the dais during the Golden Peacock Awards Nite, L to R.: Nikhil Sahni, The
Rt Hon Alok Sharma, Member Parliament for Reading West, UK, Lt Gen J S Ahluwalia, The Rt
Hon Theresa May MP, Secretary of State for the Home Department, Govt. of UK, Rt. Hon.
Baroness Verma, Rt. Hon. Sir Richard Needham and The Rt Hon Shailesh Vara MP,
Parliamentary Under-Secretary of State, Ministry of Justice, Govt of UK

Session on 'Principled Corporate Governance: A Game Changer', L to R:- Dr Larry Taylor, Board
Member, NACD, USA, Vimal Wakhlu, Chairman & Managing Director, Telecom Consultants
India Ltd., Michael Parker, Co-Founder & CEO, Parkers Imports & Exports Ltd, UK, Sharon
Constancon, Managing Director, Valufin Ltd., UK, Mohammad Abdullah Yusuf, Chairman,
Pakistan Institute of Corporate Governance and Dr Shaheena Janjuha-Jivraj, Associate
Professor, Henley Business School

recognized as a compliance professional and main advisor to the Board,

according to the new Indian Companies Act, 2013. This is unique for
India. Mr. Rajeev Jain described the new Indian Companies Act, 2013, as
path-breaking. He added that the role of company secretary is not only
evolving, but is also widening. Mr. Swabey described him as the eyes
and ears of the CEO and the Board. He described him as a polymath,
whose role is growing. Mr. Lalit Jain pointed out that the role of a
company secretary is pivotal, because he has to uphold not only law but
also professional ethics, culture and ethos of the organization.

promote competition and make markets work'. Mr. Jones traced the
history of regulation, and how it had influenced the behaviour of
corporates. He also mentioned the failure of regulation leading to the
collapse of the global economy in 2008-09. The FCA is the watchdog of
corporate ethics, and without its existence, good corporate governance
would not be possible. Hid rule should be predictable but he should let it
be thrown that penalty would be severe.

The next session was a Special Session organized to enable the

international gathering to hear and interact with two of the top thinkers
in Europe today. Professor Sir Andrew Likierman, Dean, London
Business School (LBS), UK delivered his erudite address on the subtheme 'Measuring the Success of the Board'. Sir Andrew stated that all
boards are not the same, but country-specific and culture-specific. The
first task before the board is to identify emerging markets and business.
Secondly, to build good stakeholder relationships, especially in
organizations of 'founding families'. Rather than have permanent
committees for various tasks, it would be desirable to have ad-hoc
committees. Thirdly, the board members must be encouraged to think
strategically, and challenge constructively. Lastly, a system must be in
place to have an independent board evaluation.
The second eminent speaker at the Special Session was Mr. John
Griffith-Jones, Chairman, Financial Conduct Authority (FCA), UK. He
spoke on the sub-theme: 'Corporate Governance & Sustainability- to

Plenary Session on 'Emerging Role of Company Secretaries in the Boardrooms', L to R: Prof Andrew P Kakabadse, Professor of Governance and Leadership, The University of
Reading, Carina Wessels, President, CSIA, R. Sridharan, President, ICSI, Rajeev Jain, CEO,
GVK Mumbai International Airport, India, Peter Swabey, Director Policy & Research,
ICSA, UK and Lalit Jain, Senior Vice President and Company Secretary, Jubilant Life
Sciences Ltd, India

The next plenary session was a panel discussion on the sub-theme

'Corporate Governance and Business Ethics'. Ms. Sue Milton, Corporate
Governance Lead, Incoming Thought Ltd, UK and former Advisor at Bank
of England chaired the discussion. Mr. Paul Moxey, Head of Corporate
Governance and Risk Management, ACCA, UK & Visiting Professor at
London South Bank University, delivered the Special Address on the subtheme 'Creating Value through Governance- towards a new
Accountability'. The other senior co-panelists were Mr. Rakesh
Chaudhry, Senior Director, IILM Institute for Higher Education, Delhi,
India, Ms. Sue Kean, Chief Risk Officer, Old Mutual Group, UK, Mr. Sunil
Bahri, CEO, Kaizensox Business Excellence, Dubai , UAE, Dr Rosamund
Thomas, Director, Centre for Business and Public Sector Ethics, UK and
Prof. Vlatka Hlupic, Professor of Business and Management, University
of Westminster , UK.
Ms. Milton stressed the importance of encouraging new ideas and
opinions in the boardroom. The brand and the product must match, so
that the organization earns credibility. Mr. Moxey cautioned against the
growing complexity of corporate governance. The boards must be

John Griffith-Jones, Chairman, Financial Conduct Authority and Prof Sir Andrew
Likierman, Dean, London Business School

26

Plenary Session on 'Corporate Governance and Business Ethics' L to R:- Paul Moxey,
Head of Corporate Governance, ACCA, Rakesh Chaudhry, Senior Director, IILM Institute
for Higher Education, India, Sue Kean, Chief Risk Officer, Old Mutual Group, UK, Sue
Milton, Corporate Governance Lead, Incoming Thought Ltd, UK, Sunil Bahri, CEO,
Kaizensox Business Excellence, Dubai , UAE, Dr Rosamund Thomas, Director, Centre for
Business and Public Sector Ethics, UK and Prof. Vlatka Hlupic, Professor of Business
and Management, University of Westminster , UK

Plenary Session on 'Embedding CSR and Ethical Ethos in the Boardroom', L to R :Charlotte Palmer, Peterborough City Council, UK, Ajay Poddar, Managing Director,
Syenergy Environics Ltd., India, Paul Palmarozza, Partner, Principled Business, UK,
Professor Dame Julia King, Vice-Chancellor, Aston University, Michael Spanos,
Managing Partner, Global Sustain and David J Brunnen, Director, Foundation for
Information Society Policy, UK

assessed to ensure that they encourage value creation. The main focus of
the board must be to develop a long-term perspective and to involve
institutional shareholders in its long-term vision. Mr. Chaudhry
explained that the question of Sustainability can be understood only
through a well thought-out plan on a general basis. He gave the example
that the individual states in India use more water for farming than Israel,
with less productivity. All the levels of management must be involved in
the issue of Sustainability, and the organization must have overall goals.
Ms. Keane emphasized the importance of a 'Code of Conduct', which
should be embedded 360 degrees in the organization. The approach
should be 'top down', and feedback should be a continuous process. Mr.
Bahri cited the 'seven principles' of the traditional Japanese art of
management including contribution to society, fairness and honesty,
team spirit, relentless improvement, courtesy, adaptability and
gratitude. Good Governance Follows Good Ethics. Dr. Thomas
emphasized the importance of having competent and capable women
on the board, rather than just women. Self Regulation is Better Than
Legislation. Prof. Vlatka emphasized that boards should display
leadership, not autocracy. They should move from people-related to
process-related issues. The management should move from people to
purpose.

panelists were Ms. Charlotte, Future City Manager, Peterborough City

Council, Mr. Vincent Neate, Partner, Climate Change & Sustainability,
KPMG LLP, UK, Mr. Ajay Poddar, Managing Director, Syenergy Environics
Ltd., India, Mr. Paul Palmarozza, Partner, Principled Business, UK and Mr.
Michael Spanos, Managing Partner, Global Sustain, Greece.

The last session was a Panel Discussion on the sub-theme 'Embedding

CSR and Ethical Ethos in the Boardroom'. It was chaired by Professor
Dame Julia King, DBE FREng, Vice-Chancellor, Aston University. The
Special Address was delivered by Mr. David J Brunnen, Director,
Foundation for Information Society Policy, UK. The other high-level

Institute of Directors, India signed MoU with Global Organization of People of Indian
Origin (GOPIO)

Prof. Dame King led the discussion on the need for embedding CSR in the
boardroom, and promoting 'ethical ethos'. She stressed the immediate
importance of the CSR agenda for all organizations. Mr. Brunnen spoke in
the context of 100 smart cities to be developed in India, and the
importance of the idea. To achieve this objective, it is important to
unleash the power of municipalities and local government. We need
not wait for a crisis but make use of collaborative advantage. Ms.
Charlotte gave out the concept of open city. She emphasized that it is
important to involve people with ideas and keep all the data in the public
domain. Mr. Poddar gave out the concept of 'sick building syndrome'. He
stressed the importance of embedding anti-radiation measures, in CSR.
He also stressed the importance of geo-biology, where 1 % improvement
in employees' health led to 4 % improvement in productivity. Cancer is a
disease of location. Mr. Palmarozza quoted the Bhagwad Gita, which is
the Sacred Book of ancient India. He explained that best business is value
based. He also quoted the Dalai Lama, to say that greed is addictive.
Money has replaced morals. He mentioned Mahatma Gandhi as a
model of leadership. Mr. Spanos stressed the benefits of collaboration
between organizations and all stakeholders. We must respect both
natural and human capital and Optimize, not maximize shareholder
value.

Prof Colin Coulson-Thomas,

Director General - UK & Europe Operations
IOD, India

Dr. Graham Wilson, Leadership &

Organization Development ,OXFORD, UK

27

NATIONAL SPACE CENTRE

In front of National Space Centre Study Tour to University of Leicester

Interactive Session on Asian Business Community

The last session of the concluding day was the Valedictory Session. It was
chaired by Rt. Hon. Baroness Verma. Prof Colin Coulson-Thomas,
Director General - UK & Europe Operations Institute of Directors, India
gave out a brief Summary of the Convention Recommendations. A
special address was delivered by Dr. V. Aravind, MBA, Phd, MFP (USA),
MIMA, FWAT, a leading industrialist and Chairman of the Aravind Group
of Industries, India. He stated that CSR is also important for small
businesses, and this way it can supplement government efforts towards
growth and development. Innovation is not merely R&D, but an overall
policy.
Rt. Hon. Baroness Verma in her Valedictory Address once again
complimented the IOD, India for organizing this landmark event in
London. She made the important point that companies in their
recruitment of key personnel must widen the ambit, to bring in the best
talent in the boards, from all over the globe.
Lt. Gen. Ahluwalia in his concluding remarks thanked all the speakers,
delegates, participants and winners of the Golden Peacock Awards for
their overwhelming support. He particularly mentioned the partnership
support extended by many organizations in UK and Europe.
He especially thanked the BBC, which was represented by Ms. Maxine
Mawhinney, BBC TV News Anchor & Presenter, UK. He extended warm
greetings and sincere regards to the Rt Hon Theresa May MP, Secretary
of State for the Home Department, Cabinet Minister in the Prime
Minister David Cameron's Cabinet, Govt. of UK. She had spared her
invaluable time to address the international gathering and encouraged

Participants arrive for the Networking Lunch at National Space Centre

IOD, India to carry forward it's continuing mission of 'Building Better

Boards for Tomorrow'.
He also expressed his sincere thanks to Baroness Verma for her constant
guidance and unstinted support all throughout.
st

Fourth Day 31 October, 2014

st

The last day event on 31 October was a Business Study Tour of the
University of Leicester, at Leicester city. All the delegates were treated as
Guests of the University and received by Professor Andy Abbot, Deputy
Pro-Vice Chancellor (Enterprise), University of Leicester. Professor Paul
Boyle Vice-Chancellor of University of Leicester delivered the welcome
address and others who addressed the gathering include Prof. Abbot,
Ms. Elain Crewe, Head of Continuing, Professional Development, and
Mr. Peter Jackson, Professor of Eco and Strategy, School of
Management, University of Leicester. They addressed the gathering on
the importance of enterprise and research, as also on the role of
management strategies for boardroom structures.
The next round of presentations was chaired by Mr. Uday Dholakia,
Chair, Leicester Asian Business Association, and Indo British Trade
Council. The detailed presentations were made by Mr. Samir Dani,
Professor of Logistics and Supply Chain Management, University of
Huddersfield and Mr. Anil Lall, Engineering Manager, Axis Group(TBC).
After a working lunch, the delegates were escorted to the National Space
Centre, and conducted around the space museum.
The afternoon was devoted to MIRA Technology Park Enterprise Zone.
The delegates were addressed by Mr. Terry Spall, Commercial Director,

28

A group of participants during the Business Study Tour to University of Leicester

MIRA, Ms. Helen Atkinson, Professor and Head of the School of

Engineering, College of Science and Engineering, University of Leicester
and Mr. Paul Monks, Professor of Atmospheric Chemistry and Earth
Observation Science, Department of Chemistry, University of Leicester.
They all made detailed presentations on MIRA Technologies and how it
had fostered high-tech industries in UK and elsewhere. The delegates
were back to London by 6 PM.

Participants gather prior to the Interactive Session at the University of Leicester

The speakers and the delegates from as many as 16 countries, thanked

the IOD, India for the very educative and interesting 4 days Convention,
and expressed the hope that this annual event would be repeated in
London next year also, on a still bigger scale.
Compiled by
Ashok Kapur IAS (retd.) , Director General, Institute Of Directors

Ashok Kapur IAS (retd.) , Director General, Institute Of Directors, India

Special Thanks to Sponsors & Partners

Presenting Sponsor

Principal Sponsor

Gold Sponsors

Silver Sponsors

Welcome Reception hosted by

Associate Sponsors

Business Study Tour

To The City Of Leicester

Associate Partner
(Global Business Meet)

University Partner

Online Media Partners

The Institute of Chartered Accountants

in England and Wales

Associate Partners (Academics)

Associate Partners (Supported By)

The Institute of
Cost Accountants of India

29

IOD India and the

ICAEW sign a MoU to work together

The signing took place at the

historic Chartered Accountants'
Hall in central London, and was
attended by Andrew Ratcliffe,
Deputy President at ICAEW,
Vernon Soare, Executive Director
at ICAEW, Jean Ettridge, Head of
International Affairs atICAEW
andLt General J S Ahluwalia,
President, IOD India, Manoj K
Raut, CEO, IOD India, and
Professor Colin Coulson-Thomas,
Director General-UK & Europe,
IOD India.

IOD India and the ICAEW signed a Memorandum

of Understanding on 28 October 2014. The
organisations agreed towork together and explore
further collaborative opportunities to drive higher
standards of transparency and integrity in
business governance.
Andrew Ratcliffe, Deputy President, ICAEW said
IOD India and ICAEW have much incommon. We
both believe in raising quality in corporate
governance. We are both committed to reducing
fraud and corruption. We are both strong
proponents of free trade, of removing restrictive
practices andproportionate regulation.
The history of ICAEW with India goes along way
back as the large stone panelthat runs along the
side of the Chartered Accountants' Halldepicts.So I
can say that India is literally part of the very fabric
of Chartered Accountants' Hall.
In addition to this new relationship with IOD India,

ICAEW works closely with the Institute of

Chartered Accountants of India (ICAI). ICAEW is
proud to have a significant number of students in
India through an active CFAB and ACA programme
as well as the Exclusive Scholarship Programme
run with the support of corporations Grant
Thornton, KPMG, Tata, HDFC, Mahindra and PwC.
Founded in the UK in 1880, ICAEW supports,
develops and promotes over 142,000 chartered
accountants in more than 160 countries
worldwide. ICAEW provides qualifications and
professional development across accountancy,
finance and business. The ACA is one of the most
advanced learning and professional development
programmes available; 83 of FTSE 100
companies have at least one ICAEW Chartered
Accountant on their board and98% of the Best
Global Brands employ ICAEW Chartered
Accountants.

31

article CSR in Sanitation-

A perspective

CSR in SanitationA perspective

* Deepak Balan
The World Health Organization (WHO) and United Nations Children's
Fund (UNICEF) estimate more than 620 million people practicing open
defecation in India which accounts to nearly half the population. In a
country like India, where more than 70% live in villages and among that
26% of them live below the poverty line hence ensuring basic hygiene
for everyone is a task. Poor sanitation affects the health of the people
and overall development of the nation.
The enormous problem of open defecation is prevalent among all socioeconomic groups in rural and urban areas in India, though the bottom
two-wealth quintiles bear the heaviest burden. This well-established
traditional behaviour is deeply
ingrained through a practice, As per the guidelines on
which is transferred through CSR, all profit making
generations. The vulnerable Private as well as Central
and marginalized pay the Public Sector Enterprises
highest price especially including Maharatna CPSEs
women, who are the most are required to select CSR
affected by lack of proper activities and to undertake
sanitation. For instance, a them in a project mode and
large number of girls drop out are required to allocate a
of school because of a lack of budget mandatorily through
separate toilets in the school a Board Resolution as a
for girls. Only 22% of them percentage of previous
manage to complete class of 8 years' net profit in the
or 10. The major reasons cited following manner (Para.
for open defecation includes 1.5.1 of Guidelines on
extreme poverty (the inability Corporate Social
to afford toilets), landlessness Responsibility and
and tenants in housing Sustainability for Central st
without toilets, and deep- Public Sector Enterprise, 1
rooted cultural and social April 2013
norms that have made open defecation acceptable.
Poor sanitation costs India heavily with an increasing number of
patients which thereby hampers the economy in terms of productivity
losses and high expenditure on public health care. The World Bank
approximates India's GDP stand at 1.3 trillion dollars which is currently
ranked 11th in the world. The need of the hour is to reduce the expenses
incurred due to illnesses caused by lack of proper sanitation facilities. It
is estimated that close to 88% of the total disease load in rural areas is
due to poor water and sanitation services, especially improper solid
and liquid waste management. Even with technological advancements,
supply of clean water to rural areas remains to be a challenge in India.
Some of the shocking facts supporting this claim include: Five of the ten top deadly diseases among children (1-14years) in

rural areas are caused due poor water and sanitation facilities.
Almost 1500 children die every day from diarrheal diseases.
As per the 2011 Census, the rural population accessing the toilet
facilities is only 32.70%. The Ministry of Drinking Water and Sanitation
oversees the Nirmal Bharat Abhiyan (NBA). The objective of NBA was to
accelerate the sanitation coverage in the rural areas. NBA envisages
covering the entire community for saturated outcome with a view to
create Nirmal Gram Panchayats. The Honorable Prime Minister Mr.
nd
Narendra Modi announced the Swacch Bharat Campaign on 2
October, 2014. This campaign intends on becoming a mass movement
which looks at cleanliness. The PM said that the pursuit of cleanliness
can be an economic
activity, contributing in
In February , MCA had amended
growth of GDP, reduction
Schedule VII of the Companies
in healthcare cost and a
Act, 2013 and a final set of CSR
source of employment.
activities were outlined. These
The aspect of linking
included activities for improving
cleanliness to tourism and
global interest is visionary.
sanitation -donations to Swach
The 'Swacch Bharat
Bharat Kosh now fall in this
Abhiyan' plans to make
segment, whereas donations
India Open Defecation
towards the Clean Ganga
Free (ODF) by 2019. This
Fund qualify as an `activity for
also involves bringing a
conservation of natural
behavioral change &
resources and maintaining the
change in mindset of 590
quality of water'.
Million persons in rural
Corporate head honchos have
areas, who still defecate in
open. This campaigns
responded enthusiastically to
success is dependent on
the Swach Bharat campaign and
the community who need
have cleaned public places. CSR
to play a key role. In
experts feel that both these
addition to collective
funds -Swach Bharat Kosh and
action which needs to be
Clean Ganga Fund - could attract
furthered by the
sizeable donations from India
Government, corporation
Inc. Donations are also a hassleand the civil society.
Government of India has
decided to work
collectively on the issue of
sanitation and bring it to
centre stage. Even with
past efforts this problem
persists which is symbolic

free way of meeting CSR

obligations, according to experts.
( The Times of India 28/10/2014)

Continued to page: 37

33

article

Emerging Role of
Company Secretaries in the Boardrooms

Emerging Role of
Company Secretaries in
the Boardrooms
* Rajeev Jain FCS
A Company Secretary occupies a unique position in corporate world
where his office remains key point of contact for Board of directors and
for entire organisation. Company Secretary bridges the gap between
the boardroom and the executives, with privileged access to both and is
a Secret Keeper of the Board having access to all information relating
to business of a Company.

directors on all matters relating to governance. To maintain corporate

boardroom integrity and ethics, CS is required to adopt a pragmatic
approach and should remain open to consider all available
avenues.The role of a Company Secretary, is crucial, since he acts as a
facilitator in the entire corporate governance process to ensure that the
corporate entity is run on sound governance principles and practices.

Earlier, role of a Company Secretary was limited to conducting Board

and Shareholders meeting and keeping record of the same with added
on responsibility of ensuring Statutory Compliances. By doing so,
sometimes his position was misunderstood as clerical position.

Anti money laundering and anti terrorism financing

Gradually with increasing demands on Board and Management due to

increased focus on corporate governance, CS profession has got a
renewed recognition and greater visibility. Company Secretary is now
required to be more outward-looking, interacting with major
stakeholders, proxy advisor to Board and Management in major
decisions and in day to day affairs of the Company.
In India, the Companies Act, 2013 has come into force recently
replacing six decades old Companies Act. The new Act puts
responsibility of self-compliance and self-regulation on the shoulders
of the Board and Key Managerial Personnel (KMP). Now Company
Secretary is also a KMP alongwith Executive Directors, CEO and CFO.
CS professionals are swiftly transforming into governance
professionals.
The role of Company Secretary is now centered around three core
areas:
guiding the board members, collectively and individually, with
respect to their duties and responsibilities;
ensuring that organization is complying with the law of the land;
has highest level of Corporate Governance and;
communication between the Company and stakeholders
The role of CS is now shifted from administrative to managerial

Maintaining corporate boardroom integrity and ethics

It is true said that a corporation has no conscience; but a corporation of
conscientiousmen is a corporation of conscience.
Ethical and disciplined corporate behavior with transparency and
adequate disclosures are foundations of boardroom integrity. A
Company Secretary acts as advisor to the board and each individual

The role, functions and responsibilities of a Company Secretary as a key

functionary in the corporate hierarchy has become more significant
with the process of liberalisation and globalisation which has ushered
in a large inflow of foreign capital compounded by the unprecedented
economic growth and consistently improving performance of the
corporate sector.
Being Compliance person, a Company Secretary has a big role in
setting upchecks and balancesand ensuring control within the
organization so that transaction undertaken with the clients /firms
does not have any element of money laundering.It is necessary to
develop policy, procedure and internal environment/awareness to
curb/eradicate Money Laundering from the financial system of the
Company. Company secretary can educate the team to create
awareness and guiding on the steps to be taken to prevent money
laundering and terrorism financing within the system of organization.

Integrating corporate governance into company's operations

The main reasons for upsurge of Corporate Governance are economic
liberalization and demand for new corporate ethos and stricter
compliance with laws of the land coupled with demand for greater
accountability of companies to their stakeholders.The issue of
corporate governance has been in the realm of public discussion for
more thantwo decades when it started with the report of Cadbury
Committee on the financial aspects of Corporate Governance in UK.
In India, SEBI has appointed the committee on Corporate Governance
on May 7, 1999 and thereafter various committees were set up to bring
transparency in corporate functioning specially where public money is
involved. A large number of recommendations of all these committees
have been brought in the statues by the market regulator and today
they have becomeregular corporate practices. With the
implementation of Companies Act, 2013 many of the
requirementshitherto applicable to listed public limited companies
have been made applicable to big size unlisted public limited

35

companiese.g. appointment of Independent directors, requirement of

audit committee, vigil mechanism, more disclosures in directors' report
and annual return etc.
Transparency, disclosure, accountability and integrity are at the core of
the best Corporate Governance practices of any organization. The
Corporate world looks upon especially Company Secretary to provide
the impetus, guidance and direction for achieving best corporate
governance practices and this can take into its fold everything from
legal advice on conflicts of interest, through accounting advice and to
the development of strategy and corporate compliance.

Balancing professionalism and performance in the company

secretaries' roles and functions
A Company Secretary is primarily a conscience keeper since he
possessessensitive information about the company/client he is
associated with. Sometimes he may have to work as a whistle blower
while keeping balance between the professionalism and performance.
A Company Secretary is required to demonstrate his five core values
through performancei.e. reliability, ethics, integrity, ownership and
stakeholder-centric. He is not only for the promoter's wellbeing but also

to be concerned for the wider range of stakeholders- society,

employees, vendors, board management and government etc.

Role of Company Secretary in guiding the corporate as

change agent
It is a duty of a Company Secretary to perform when the perception
changes and come up to the expectation of the regulator, society and
corporation with which he is associated. It is only possible when there is
professionalism. A Company Secretaryhas to actin a manner that
people dealing with him understand and appreciated that he is a
professional who has values to bring transformation with ethics.
The universal clamor for good governance in all forms of human
endeavour has placed enormous premium on the right men and
women to be in charge and also become change agents and company
secretaries are poised to become the natural custodians in this
monumental task. In India, Companies Act, 2013 has completely
redefined roles, responsibilities and duties of Company Secretary apart
from significantly altering their positions in corporate hierarchy.

*Rajeev Jain FCS

CEO, GVK Mumbai International Airport, India

Continuation of Page: 33

of the fact that the Government incentives alone are not enough. The
corporate sector has responded positively to Prime Minister Narendra
Modi's Independence Day call and is building toilets in schools as a part
of corporate social responsibility (CSR) programmes. Two of India's
biggest companies, Tata Consultancy Services and Bharti, committed
Rs 100 crore each to build toilets in schools for girls. Coca-Cola said it
hoped to further build on its ongoing sanitation programme to
construct toilets in schools. To promote better human health and
improve quality of life among people living in rural areas through
improved sanitation measures, including adoption and creation of
Adarsh Gram (model village) for all types of Water and Sanitation
activities is a top priority among the major corporate houses.

There is a growing sense of Corporate Sector's responsibility towards

the community and environment (both ecological and social) in which it
operates by contributing to education, health & sanitation, and social
programs. The ongoing efforts are significant and intended to have an
impact are useful but given the present pace of the programme
implementation, the success is difficult to analyze. The campaign
should be used as a platform to understand what the reasons for a lack
of cleanliness are; an insight must be developed which would ensure
the Swachh Bharat Abhiyan does not remain slogan. There needs to be
more work and contribution done from all shareholders, stakeholders
and the community to give an opinion on the magnitude of the success.

* Deepak Balan, Fiinovation

THE HEART OF CHANGE

Successful large-scale change is a complex affair that happens in eight stages. The flow is this:
push urgency up, put together a guiding team, create the vision and strategies, effectively
communicate the vision and strategies, remove barriers to action, accomplish short-term wins,
keep pushing for wave after wave of change until the work is done, and, finally, create a new
culture to make new behavior stick.
The central challenge in all eight stages is changing peoples behavior. The central challenge is not
strategy, not systems, not culture. There elements and many other can be very important, but the
core problem without question is behaviors what people do, and the need for significant shifts in
what people do, changing behavior is less a matter of giving people analysis to influence their
thoughts than helping them to see a truth to influence their feelings. Both thinking and feeling are
essential.

37

Golden Peacock Awards WINNERS

HIGHLIGHTS OF
A Strategic Tool to Lead the Competition

ACHIEVEMENTS

2014

Golden Peacock Global Award for Excellence in Corporate Governance (GPGAECG)

Energias de Portugal, S.A. (EDP), Portugal
Sector Energy

Mrs. Joana Dinis, In-house Lawyer, Comp. Sectt. & Legal

Dept. Energias de Portugal, S.A. receiving the Award

Energias de Portugal (EDP) is a part of the group which became the first Iberian company to own significant
generating and distribution assets. The company's Board of Directors is assisted by Remuneration Committee,
Financial Matters Committee/ Audit Committee, Corporate Governance/ Sustainability Committee,
Remuneration Committee, Competitiveness and Performance Analysis Committee and Strategy Committee.
Risk is discussed in multiple forums. EDP consolidated earnings before interest, depreciation, tax and
amortization (EBIDTA) rose by 7% to 1072 million Euros in FY13.

Cummins Inc, USA

Sector Engineering

Mr. Jeremy Berenzweig, Dy. Gen. Counsel - Business Units &

Asst. Gen. Counsel - Engine Business Unit, Cummins, Inc.
receiving the Award

Cummins Inc, USA, is a corporation of complementary business units that design, manufacture, distribute and
service diesel and natural gas engines. Board has six standing committees: Executive, Audit, Compensation,
Governance and Nominating, Finance, and Safety, Technology and Environment. It considers risk management a
top priority. Its overall revenue for FY 2011 was 18.05 Billion USD, an increase of 36% over the previous year.
Earnings before interests and tax (EBIT) increased by 54% to 2.56 Billion USD.

Visa Inc., USA

Sector Finance

Ms. Janice VandenBrink, Senior Vice President, Visa Europe

Liaison, Visa Inc. receiving the Award

Visa Inc. is an American multinational financial services corporation. It facilitates electronic funds transfers
throughout the world, most commonly through Visa-branded credit cards and debit cards. 90% of its Board of
Directors are Independent Directors; and every member of its Audit and Risk, Compensation, Nominating and
Corporate Governance Committees are Independent Directors. Board reviews the independence of its
members annually. Board exercises its oversight responsibility for risk both directly and through its three
standing committees. Its operating revenue in FY 2013 was 11,778 million USD.

The Savola Group, Saudi Arabia

Sector FMCG

Mr. Alnour Ali Saad, Sr. Director Corporate Governance &

Board Affairs, The Savola Group receiving the Award

The Savola Group, Saudi Arabia is a private retail group. It is certified to ISO 9001:2008, ISO 22000:2005, and
ISO 14001:2004. It has an effective Audit and Risk Management Committee, recommending to the Board the
application of new accounting policies. It reviews the financial reporting, considers the effectiveness of Group's
internal control system including IT security and supervises Group's internal audit and risk management
function.

IRPC Public Company Ltd, Thailand

Sector Petrochemical

Ms. Monwipa Choopiban, EVP - Corporate Affairs, IRPC

Public Company Ltd. receiving the Award

IRPC Public Company Ltd, Thailand has developed commercial production of synthetic biodiesel. In 2013, the
Board consisted of 17 Directors, 8 of which were Independent Directors and one Executive Director (President).
It has one Woman Director. The Board is assisted by 4 committees viz. Executive Committee, Audit Committee,
Nomination and Remuneration Committee and Corporate Governance Committee. Board has defined and
communicated enterprise risk management policy to all levels of employees using the framework of ISO 31000 Risk
Management Principles and Guidelines. Its revenue from petrochemical products in 2013 was 43550 million Baht.

39

Jubilant Life Sciences Limited, India

Sector Pharmaceuticals

Mr. Lalit Kumar Jain, SVP & Comp. Secy., Jubilant Life
Sciences Ltd. receiving the Award

Jubilant Life Sciences Limited is a public limited company incorporated in 1978 in India. It's Board consists of
Chairman and Managing Director (CMD), Co - Chairman and Managing Director (CCMD), Executive Director
(Manufacturing & Supply Chain), 5 Non- Exec Independent Directors (55.6%) and 1 Woman Director (11.1%). The
company has timely, transparent and regular disclosures. It has a robust whistle-blower policy. The company has a
comprehensive corporate sustainability management system. Its total revenue in FY 2013-14 was over 37 billion
INR.

NTPC Limited, India

Sector Power

Ms. Nandini Sarkar, Addl. Comp. Secy., NTPC Ltd. receiving

the Award

NTPC Limited is the largest thermal power generating company of India, incorporated in 1975 to accelerate
power development in the country. Its current installed capacity is 43, 128 MW. Solar plants with 95 MW total
capacity have already been commissioned. Its Board of Directors has 9 Independent Directors, 7 full time
Functional Directors, 2 Directors nominated by the administrative Ministry of Government of India. Board is
assisted by 10 committees. It has a Woman Director. Its total revenue in FY 2013-14 was 747.08 billion INR.

Thermo Fisher Scientific Inc., USA

Sector Science (Research & Application)
Thermo Fisher Scientific Inc., USA is the world leader in providing science-based solutions. A majority of its
Board of Directors are Independent Directors. Its Board is assisted by the standing committees for Audit,
Compensation, Nominating and Corporate Governance, Strategy and Finance, and Science and Technology. The
Board and its committees manage the company's risk. The company has a strong whistle-blower policy. The
company has 500, 000 products and its annual revenue in 2013 was 16.8 billion USD.
Ms. Sharon Briansky, V. P. & Associate Gen. Counsel,
Thermo Fisher Scientific Inc. receiving the Award

Shiseido Company, Limited, Japan

Sector Cosmetics
Shiseido Company, Limited commenced operations as Japan's first western style pharmacy in 1872. Its Board has 13 Directors, 8 Members are
Directors, who are not employee of company, and 3 are Women Directors and one a foreign national. In FY 2013-14, their net sale was 762 million yen.
The company's Board of Directors is assisted by Advisory Committees on Remuneration, Nomination, CSR, and Corporate Executive Officers. Risk
Management is regularly discussed at Board Meetings. It has 80% women employees, and over 49% female leaders.

Centrica plc, UK
Sector Energy
Centrica plc, supplies energy or services to around 11 million homes and 0.9 million business supply points in UK and North America. The company's
Board of Directors oversees the Group's worldwide operations, through 11 Directors, 6 of which are non-executive and 3 are women. Its Group Risk
Management Committee plays a pivotal role in the governance of risks. Each of its business units has a Business Risk Management Committee. Financial
risks are managed by Group Financial Risk Management Committee. Its group revenue in 2013 was 26,571 million pounds ().

Zurich Insurance Group Limited, Switzerland

Sector Insurance
Zurich Insurance Group Ltd is one of the world's most experienced insurers founded in Switzerland. The Board of Directors has Chairman, ViceChairman and 8 Non-Executive Independent Directors and is assisted by 4 Standing Committees namely for Governance and Nominations,
Remuneration, Audit and Risk. For Risk management, it has a Group Finance and Risk Committee. Its business operating profit in 2013 was 4.7 billion
USD.

41

Golden Peacock Global Award for Sustainability (GPGAS)

KPMG International
Sector Consultancy
KPMG International is a Swiss corporate. It is the coordinating entity for a global network of independent firms.
The Global Board is the principal governance and oversight body. Its key responsibilities include approving
long-term strategy, protecting and enhancing the KPMG brand and approving policies and regulations. The
KPMG International Transparency Report describes its system of quality control, KPMG Climate Change and
Sustainability Services. KPMG is one of the pioneers in sustainability consulting.
Lord Michael Hastings of Scarisbrick CBE, Global Head of
Citizenship, KPMG International receiving the Award

Doha Bank, Qatar

Sector Financial (Banking)

Dr. R. Seetharaman, Group CEO, Doha Bank receiving the

Award

Doha Bank, Qatar a private commercial bank commenced service in 1979. It has implemented the InfraSECURE system a policy based power management solution that can help save power consumption and reduce
the carbon footprint by 864 tons on annual basis. It launched a dedicated Green Bank website:
www.dohagreenbank.com to educate the public further on green culture issues. It has prepared sustainability
report as per GRI Version 4 (Level B). For community, Doha Bank launched Eco - schools program website,
dedicated to the environment, www.ecoschools.com.qa and organized environmental seminars all over the
world.

Dubai Customs, UAE

Sector Government

Mr. Khalil Saqer Bin Gharib, Director Corp. Comm. Dubai

Customs receiving the Award

Dubai Customs, UAE is a government organization engaged in customs administration services. It observes very
high customer satisfaction and operational sustainability and high economic performance, corporate governance
principles, business ethics, employee care, community well-being and environmental conservation. It has made
considerable saving in terms of cost of electricity consumed by switching off lights and replacement by LED
lights. It has prepared sustainability report as per GRI G4 Guidelines, launched in May 2013. The organization
is acknowledged as 100% paperless operational unit.

Oil & Natural Gas Corporation Ltd, India

Sector Oil Production
Oil and Natural Gas Corporation Ltd is an oil sector PSU engaged in exploration and production of generic
products viz. crude, natural gas, LPG, Naptha etc in India and abroad. The corporate policy promotes 4R
philosophy Reduce, Reuse, Recycle, Replenish. It has developed Safety Management System (SMS) based on
OHSAS 18001. It has Sustainable Development Policy and has furnished GRI G 3.0 compliant 'A' level
Sustainability Report. Its net profit in FY 2013-14 was 220 billion Indian Rupees.
Mr. Narain Lal, E.D.-Chief, Carbon Mgmt. & Sust. Grp. Oil &
Natural Gas Corporation Ltd. receiving the Award

Merck & Co., Inc., USA

Sector Pharmaceuticals

Dr. Paul Robinson, E.D. & UK Medical Director, Merck & Co.,
Inc. receiving the Award

Merck & Co. Inc., USA is a leading pharmaceutical company. In 2013 Merck has achieved 16% reduction in
water use, since 2009 and 3 % reduction in GHG emission since 2012. Its target is to reduce water use to 25% and
GHG emission to 15% by 2020. It sent 27% of operations waste to landfills and incinerators, without energy
recovery in 2013. It's sale in 2013 was $ 44 Billion US Dollars. 'Merck for Mothers' is its 10 year, $500 million
initiative, focused on creating a world where no women has to die from complications of pregnancy and
childbirth.

43

Marks and Spencer Group plc, UK

Sector Retail

Mr. Adam Elman, Global Head of Plan A Delivery, Marks and

Spencer Group plc receiving the Award

Marks and Spencer Group plc is an International multichannel retailer. 100% of energy it buys is from renewable
sources - 25% is from small scale sources including its own farmers. This year energy efficiency per square feet
across its stores, offices and warehouses improved by 34% compared to 2006-07. Its water requirement is down
by 10% in 2013-14 and has recycled 100% waste in 2013-14. It signed with UNICEF for a carbon offset project,
which will benefit 40,000 families in Bangladesh. The group revenue of Marks and Spencer group is 10.3 billion
British Pounds () and group profit before tax is 622.9 million British Pounds () in 2013-14.

AXA Group, France

Sector Insurance
AXA Group is a leading global insurance company. AXA Group's position is not only to adapt, but to take advantage of its privileged position to provide
solutions against climate change related risks. AXA has developed many initiatives to address climate related risks through its Insurance and investment
products, services and practices, as well as through the reduction of its internal carbon footprint. For risk prevention, AXA France has founded AXA
Prevention, a non-profit organization.

The Walt Disney Company, USA

Sector Media
The Walt Disney Company is a leading diversified international family entertainment and media enterprise, with five business segments: media
networks, parks and resorts, studio entertainment, consumer products and interactive media. Its commitment is to conduct business focusing on
environmental stewardship and civic engagement. The company aims to conserve water, energy and ecosystems, to reduce greenhouse gas emissions, to
minimize waste and to inspire public consciousness in support of environmental sustainability. Since 2009, the company has invested $ 48 million USD
in carbon offset projects globally, and in forest conservation, reforestation and forest management.

MTN Group, South Africa

Sector Telecommunication
Launched in 1994, the MTN Group is a leading telecom operator, connecting over 207 million subscribers in 22 countries in Africa and the Middle East.
Its Board has Chairman and non- Executive Director and 12 Directors out of which 8 are Independent Directors. Its Group Business Risk Management is
responsible for identification and overall reporting and management of the 23 Principle risks, which impact the MTN Group and regularly report to the
Board via four Board Committees. It has submitted Sustainability report as per UN GRI G3 Guidelines for 2013.

Golden Peacock Award for Excellence in Corporate Governance (GPAECG)

E.I. DuPont India Pvt Ltd, Gurgaon
Sector Chemicals

Mr. Adrian Gough, DuPont Country Leader - UK, E.I. DuPont

Pvt. Ltd. receiving the Award

DuPont India is a wholly owned subsidiary of E.I. DuPont. Strong corporate governance is an integral part of
company's core values. DuPont is committed to having sound corporate governance principles and practices
focusing on attributes like Safety and Health, Environmental Stewardship, and Ethical Behaviour. The Strategic
Leaders Team (SLT) comprises of the Board members and senior business heads. The Business & Operation
Leadership Team (BOLT) has all the business head and senior officials of different support functions of the
organization.

National Buildings Construction Corporation Ltd, New Delhi

Sector Construction

Mr. Dharmendra, Jt. Secy., Ministry of Urban Development,

GOI, receiving the Award on behalf of National Buildings
Construction Corporation Ltd

National Buildings Construction Corporation Ltd (NBCC) is a public sector undertaking. It primarily provides
construction services in three segments (i) Project Management Consultancy (ii) Real Estate Development &
Construction Business and (iii) EPC Contract. Its Board of Directors (BOD) has five Independent Directors (50%
of BOD) and one woman Director. BOD has approved code of Business Conducts and Ethics for all the Directors
and Senior Management of the Company. BOD has also approved Risk Management Policy. Further various
committees of Independent Directors have been constituted by the Board.

45

Engineers India Limited, New Delhi

Sector Consultancy (Engineering)

Mr. G. Poornachandra, Incharge EIL London, Engineers India

Limited receiving the Award

Engineers India Limited (EIL) is a Public Sector Enterprise. It has emerged as Asia's leading design, engineering,
procurement, construction, project management services and turnkey contracting company. EIL's Board of
Directors has 4 Independent Directors (25% of total Directors) and 2 women Directors. BOD has laid down code
of conduct for all the Directors and Senior Management. BOD is assisted by Audit Committee, Remuneration
Committee, Risk Management Committee, and Committees each for Shareholders/ Stakeholders Grievance,
Share Transfer, Investment, HR, CSR and SD.

Larsen & Toubro Limited, Mumbai

Sector Engineering

Mr. Kapil Bakshi, VP & Europe Head, L&T Technology Services

Limited, receiving the Award on behalf of Larsen & Toubro Ltd.

Larsen & Toubro is having business of infrastructure building, transportation, energy, metallurgical and material
handling, information technology, financial services etc. Chairman and CEO post has been separated. The
Company is reporting as per GRI 3.0 for Sustainability with A+ rating. The CSR committee is headed by a
Director. It is complying with the provisions of Companies Act 2013. The Company is taking care of customer
and shareholder complaints seriously.

Canara Bank, Bangalore

Sector Financial (Banking)

Mr. V. S. Krishna Kumar, Executive Director, Canara Bank

receiving the Award

Canara Bank is a nationalized bank. 69% of Directors on board are independent Non-Executive Directors. It has
one woman Director. Its Board of Directors (BOD) is assisted by Audit Committee, Shareholders/ Investors
Grievance Committee, Nomination Committee, Remuneration Committee. BOD has approved a Code of
Conduct/Ethics for all the Board members and the Senior Management. The Bank has implemented Whistle
Blower policy and has extended protection to Whistle Blower. It has a sustainable Development and CSR policy
and its implementation and monitoring is overseen by a sub-committee.

The New India Assurance Co. Ltd, Mumbai

Sector Insurance
The New India Assurance Company Ltd is the leading public sector company (100% owned by Govt. of India) is
in the business of non-life insurance. Its Board of Directors has a Chairman-cum-Managing Director and 2
Executive Directors, one Independent Director, one Ex-officio Director and one Government nominated
Director. Board has a woman Director. The Board is assisted by Audit Committee, Remuneration Committee,
Risk Management Committee, Policy Holders' Protection Committee and CSR Committee.
Mr. Girish Radhakrishnan, Chief Executive, The New India
Assurance Co. Ltd. receiving the Award

Tech Mahindra Limited, Mumbai

Sector IT

Mr. Vikram Nair, SVP, Tech Mahindra Limited receiving the

Award

Tech Mahindra Limited is ranked among the top five IT service providers in India. The company has laid down a
detailed policy on Code of Ethical Business Conduct (CEBC) to be adhered by all the employees, Directors and
other stakeholders. Tech Mahindra's Whistle Blower Policy encourages associates to report any instances of
unethical behaviour, fraud, violation of the company's code of conduct. Tech Mahindra has Zero Tolerance Policy
to sexual harassment at work and strict actions are taken against those who are found guilty. Its Board has one
Woman Director and 5 Independent Directors.

Golden Peacock Award for Sustainability (GPAS)

Mahindra & Mahindra Ltd, Automotive Sector, Mumbai
Sector Automobile

Mr. Umesh Joshi, GM- Sust., CSR , Ethics, Mahindra &

Mahindra Ltd., Automotive Sector receiving the Award

Mahindra & Mahindra is a leading automotive manufacturer. Sustainability being a critical area, Mahindra &
Mahindra believes in bringing out a paradigm shift in the way business operates across the globe. Towards
sustainable product stewardship, Mahindra has developed fuel efficient alternate propulsion vehicles like
electric, CNG, hydrogen, hybrid etc. The work done has direct linkages to the conscious efforts in developing a
sustainable eco-system. The company demonstrates commitment to sustainable practices under GRI framework.

47

Presenting Sponsor

Institute Of Directors

National Convention on

Corporate Governance and

Sustainability

IOD Annual Meet

Saturday, 20th December, 2014, The Ashok Hotel, New Delhi

Theme:

Effective Corporate Governance for

Growth and Sustainability
Timing: 0900hrs -1830hrs
IOD Annual Meet: 1845hrs followed by Dinner

SESSION HIGHLIGHTS
BOARDS TO LEAD EFFECTIVE CORPORATE GOVERNANCE
AND SUSTAINABILITY

Empowering the board : board leadership and culture

Future of the strategic board shared leadership issues
Engaging stakeholders strategically, to advance organizational objectives
Brand building, Governance, Risk and Compliance framework
Empowering the Board : Leadership and Culture

CORPORATE GOVERNANCE AND BUSINESS ETHICS

Realigning the moral compass of the boardroom

Embedding ethical issues in the boardroom practices
Integrity and Ethical Corporate Governance Key to longevity of business
Unleashing the power of transparency key to restoring market confidence and
faith in Corporate Governance
Bridging diversity in the Boardroom

CORPORATE FRAUD, AUDIT & VIGIL MECHANISM

Boundary spanning leadership : Building a resilient business for uncertain times

Exploring risk reduction strategies for brand corporate building and fraud
prevention
Why corporate frauds continue, inspite of Establishing effective
Whistle Blower policies, and protecting the whistle blowers
Incorporating Risk Centric Internal Audit System.
Leveraging checks & balances for improved vigilance in reporting

THE ROLE OF THE BOARD IN PROMOTING SUSTAINABILITY

Board's Role : strategy formulation, performance monitoring, risk management
and planning
Passive boards : fear of diversity and conflicts & eliminating board dys function
Initiatives for Building a sustainability paradigm for inclusive growth
Future of the Strategic Board

Register Now
Presenting Sponsor

Television Partner

Registration Fees:
(Non-Residential)

Members Free
Non Members: Rs 5,000/-*
(*inclusive of Service Tax)

INSTITUTE OF DIRECTORS
M-56 A, Greater Kailash Part - II (Market), New Delhi-110048, India, Board Nos.: +91-11- 41636294 / 41636717, 41008704
Fax: +91-11- 41008705 Email: info@iodonline.com

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Hindustan Coca-Cola Beverages Pvt Ltd, Goblej Unit

Sector Beverages

Mr. Amit Saha, Chief Sustainability Officer, Hindustan CocaCola Beverages Pvt. Ltd. receiving the Award

Goblej unit of Hindustan Coca-Cola Beverages Pvt Ltd is the country's largest plant operated by the company.
The organization has three - layered committee structure to ensure safety and sustainability objectives. Apex
Committee is headed by CEO at corporate level. It has reduced consumption of water by 50% and energy by 43%
within last 5 years. Installation of 8 ton capacity agro-waste briquette fired boiler reduced CO2 emission
equivalent to 1031 KL of furnace oil.

State Bank of India, Mumbai

Sector Financial (Banking)

Dr. J. N. Misra, Dy MD & Corp. Development Officer, State

Bank of India receiving the Award

State Bank of India (SBI) is publicly owned and the largest bank in India. As a Sustainable business practice, SBI
has consistently delivered products, services and social, environmental & financial returns to support the real
economy. Some of the recent technology upgrades adopted by SBI are encouragement of e-commerce,
MobiCash Easy (a mobile wallet), Virtual Card, Green Channel Counter, Green Remit Card as SBI's green
initiatives and social benefits.

GlaxoSmithKline Consumer Healthcare Ltd, Gurgaon

Sector FMCG

Mrs. Rebecca de Leeuwe, Sust. Mgr., GlaxoSmithKline

Consumer Healthcare Ltd receiving the Award

GlaxoSmithKline Consumer Healthcare Ltd is one of the largest players in the health food drinks industry in
India. It sees long term planning for Environment, Health, Safety and Sustainability as a way to take advantage of
new opportunities, avoid risk to business and manage costs. The Company is committed to integrating
environmental sustainability into business for saving energy, water and material. The long term goal is to be
carbon neutral by reducing carbon footprints gradually over next few years.

IBM India Private Limited, Bangalore

Sector IT
IBM has been present in India since 1992. The diversity and breadth of the entire IBM portfolio of research,
consulting, solutions, services, systems & software are unique. IBM is committed to sustainability. IBM's belief
is that it serves its interest best when they serve the public interest. Energy, water & sanitation, agriculture &
human mobility are critical thrust areas of operation.
Ms. Celia Moore, Dir. Corp. Citizenship and Corp. Affairs,
EMEA, IBM India Private Limited receiving the Award

GVK, Mumbai International Airport Pvt Ltd, Mumbai

Sector Transportation (Aviation)

Dr. Narendra Hosabettu, President Env. & Sust., GVK,

Mumbai International Airport Pvt Ltd. receiving the Award

GVK Mumbai International Airport Pvt Ltd operates through a public-private-partnership company. The
sustainability framework provides principles and guidelines for decision making and implementation. Its
emergency preparedness plan has been designed to mitigate risks of unusual rainfalls and flooding in Mumbai.
ASQ (Airport Service Quality) survey is an important benchmarking performance, in which Mumbai
International Airport has been consistently improving score over last few years indicating good support for
sustainability of operations.

Tata Housing Development Company Limited, Mumbai

Sector Real Estate
Tata Housing Development Company Ltd commenced real estate operation in 1984. It is a subsidiary of Tata Sons. Its key approaches and impact to
stakeholder is excellent due to fiscal accountability, compliances, transparency of operations. It has sustainability ingrained in its vision. For energy
management, it specifies minimum 60% efficiency for pumps above 3 HP, minimum 75% efficiency for motors above 3HP and BEE star rated
appliances. 75% of its wastes are reused and organic wastes converted into manure.

49

Golden Peacock Innovation Management Award (GPIMA)

Anand Automotive Limited, New Delhi
Sector Automobile
Anand Automotive is a prominent automotive products business group. By using innovative means 30% of the
revenue improvement was recorded. It has a full time position of a Director, Technology and Innovation,
focusing on influencing, enrolling and enabling innovators across company's functions and levels. Adopting of
systematic innovation methodology transformed results miraculously.
Mr. Sunil Kaul, Group President, Anand Group receiving the
Award

All India Management Association,

Centre for Management Services (CMS), New Delhi
Sector Education

Wg Cdr V. S. Bejoy, Director, All India Management Association,

Centre for Management Services receiving the Award

All India Management Association (AIMA), Centre for Management Services (CMS) is undertaking testing &
associated management services, for all screening & selecting services, at all India level. Testing services are
ISO 9001-2008 certified services. Management Aptitude Test is approved as a National Entrance Test by
Ministry of HRD. In case of test for a major organization the printing cost of question papers was reduced to
50%, thereby reducing the use of paper & transportation, which reduced the Green House Gases effect.

JCB India Ltd, Ballabgarh

Sector Engineering
JCB is the world's largest privately owned engineering & construction equipment manufacturing company. JCB
India Limited, Ballabgarh is the fastest growing company in Indian Earth Moving & Construction Equipment
industry. JCB India has produced about two lakh machines. The innovation strategy for each of its three groups is
unique and exclusive namely: Innovation at core; Adjacent Innovations and Transformational Innovations.
Mr. Sanjeev Arora, EVP - Product Engg, Innovation & Growth,
JCB India Ltd. receiving the Award

Citi India, Mumbai

Sector Financial (Banking)
Citi Group has been a pioneer for over two centuries in establishing advancement in Financial & Banking Sector.
It is with this objective in mind that Citi has established an India Innovation Council in August 2011 to drive
innovations across the country. The council is headed by the Chief Innovation Officer and is represented by
members from across businesses and functions. Some of the challenges to innovation are: strategic alignment,
core technologies and competencies, organizational readiness and disciplined implementation.
Mr. Vipul Kapur, IPB EMEA Business Mgr, Citi India receiving
the Award

Hindustan Petroleum Corporation Ltd,

Operations & Distribution Department, Mumbai
Sector Oil (Distribution & Transportation)

Mr. Bhaskar Jha, Manager, Hindustan Petroleum Corporation

Ltd, Operations & Distribution Department receiving the Award

Hindustan Petroleum Corporation Limited is a public sector company. HPCL, Operations & Distribution
Department (O & D) delights all its customers through innovative and customized services. Prime factors for
innovation at O & D are strong competition. This puts pressure on the terms of access to new opportunities, costs
and product process, making innovation vital to both competitive advantage and long term success. Innovation
is the mechanism by which the organisation standardizes the new processes and systems required for adopting to
changing markets

Lafarge India Pvt Ltd, Mumbai

Sector Cement
Lafarge India Pvt Ltd is a private company in cement manufacturing. It has R&D network, new solutions and services, dedicated organization and sales
force, global brands and innovation breakthroughs. To encourage innovation, it has innovation audit, rewards and recognition and a 5-step innovation
process viz. Ideas and Incubation, Feasibility and Specification, Development, Pilot and Launch/post launch support.

51

IOD
Institute Of Directors

Building
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H.E. Lokesh M Kapanaiah, Indian Ambassador to United Arab Emirates at the International Conference on CSR in Dubai

Presenting Sponsor

Supported by

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M-56 A, Greater Kailash Part - II (Market), New Delhi-110048, India, Board Nos.: +91-11- 41636294 / 41636717, 41008704
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Paradip Port Trust, Paradip

Sector Transportation (Port)
Paradip Port Trust, commissioned in 1966, in Odisha is the first major port of East Coast. Products developed during last two years have been: Two new
Single Point Moorings (SPM) during January 2013 to handle vessels of 350, 000 DWT size; and Vessel Traffic Management System (VTMS)
commissioned in August 2012 to enable safe navigation of vessels. It uses innovation as a tool to create value for its stakeholders.

SPECIAL COMMENDATION - Golden Peacock Award for Sustainability (GPAS)

IndusInd Bank Limited, Mumbai
IndusInd Bank was one of the first new generation private banks in India that caters to the needs of both consumer
and the three performance planks of productivity, profitability & efficiency. It publishes Sustainability Report as
per GRI G 3. Bank is aware of the climate change risks. Its GHG emission has reduced to 2.26 Million Ton CO2e
per capita in 2013-14 compared to 2.72 MT CO2e in 2012-13.
Mr. Sharukh T. Wadia, SVP & Chief Representative, UK,
IndusInd Bank Ltd. receiving the Certificate copy

Pawan Hans Limited, Noida

Pawan Hans Ltd, a Govt. of India enterprise is one of the Asia's largest helicopter operations having a fleet of 46 operational helicopters. The company has
inducted latest technology helicopters with low sound pollution and high energy efficiency levels to improve environmental sustainability.

Golden Peacock Innovation Management Award (GPIMA)

Global Indian International School Pte Ltd, Singapore

Global Indian International School Pte Ltd, Singapore is the 1st flagship school of Global Schools Foundation
(GSF) in 2002. It is a pioneer in bringing Indian education to South East Asia and has now spread to 20 schools in
7 countries Singapore, Malaysia, Thailand, Vietnam, Japan, India & UAE. Its areas encouraged for innovation
are Procedural Innovation, People Innovation, Process Innovation and Product Innovation.
Mr. Atul Temurnikar, Chairman and Co Founder, Global
Indian International School Pte Ltd. receiving the Certificate

Mphasis Limited, Mphasis Payment Managed Services

(MPMS), Pune
Mphasis is global service provider in the field of Infrastructure and Business Process Outsourcing, mainly ATM
services. The Mphasis Payment Management Services (MPMS) team, a strategic business unit (SBU) of
Mphasis, will deploy about 14000 new ATMs in two years (2012-2014), which amounts to 25 ATMs per day.
Basically MPMS offers ATM deployment Management Services to 26 public sector banks in India.
Mr. Rajeev Sawhney, President - Strategic Business, Mphasis Ltd.,
Mphasis Payment Managed Services receiving the Certificate

Golden Peacock Award for Excellence in Corporate Governance (GPAECG)

Cholamandalam MS General Insurance Company Limited, Chennai
Cholamandalam MS General Insurance Company is a joint venture company with 'Murugappa Group' and 'Mitsui Sumitomo Insurance Company Ltd'.
Its Board is headed by Managing Director, one Whole Time Director and 9 Senior Executives. The Board has constituted following 9 committees for
effective and smooth functioning of the company: Audit, Investment, Policy Holder's Protection, Risk Management, Nomination and Remuneration,
Corporate Social Responsibility, Business, Management and Insurance.

R Systems International Ltd, Noida

It is a major IT system company. It has over 13 global delivery centres. It is certified for CMM level 5, ISO 9001, ISO 27001. It has service portfolio like
integrated product life cycle management, customs application development, testing & quality assurance, BPO service etc. with presence in banking,
telecom and media, healthcare, manufacturing and logistics. It was involved in introduction of new technologies like Social Mobile Analytic Cloud.

53

Date Publication: 5th December 2014

Date of Posting: 6th - 7th December 2014

Postal Registration No.: DL (S)-01/3051/2013-2015

RNI No.68701/95

Printed and published by J.S.Ahluwalia, President on behalf of Institute of Directors at Maximus Packers.
49 - DSIDC Okhla Phase - 1, New Delhi and published at M-52 (Market), Greater Kailash-II, New Delhi - 110048