I see many of the youngsters I know who are doing their own business. Many of them struggle to create a board of directors. Here are some suggestions. However, you must remember that it is easy to get a guy / gal on the board but it is difficult to get them out. So if there are some people who are good, but you are a little worried about their behavior, run away from them.

  1. Think of how your company will be say 20 years from now! Do not see where your company is today. See where it will be 5, 10 and 20 years from now.
  2. You need a successful professional – a lawyer, or a Chartered Accountant will be a good first person to start with.
  3. Get a successful businessman – say around 60 years of age. I am assuming that you are about 30 years of age. This man will act as a mentor also.
  4. Get a woman – who could be a professional say in PR, HR, – and could fit in here. She should of course be conversant with POSH and other women’s issues. Remember she is going to head your POSH committee, and it helps to have a matured, senior woman in her 40s or even 50s even if your board is of a lesser average age.
  5. Getting one retired IAS officer is always useful. They have a good sense of administration – than your practising CA or lawyer.
  6. Make sure that the Chairman is clear about the role of the MD and the role of the Chairman. Trying to have one person doing both the jobs is a disaster. The board keeps its mouth shut, if the executives say something.
  7. Putting a couple of your employees as Executive Directors – so that they attend board meetings can be double edged, but it is worth experimenting.
  8. Clearly create Job descriptions – there is no point in every body talking about whether tea or coffee should be served and nobody talking about a Rs. 200 crore software implementation project.
  9. Even the Executive Directors should be told what they CANNOT talk about. For example the ED (sales) has no business talking about general compensation. That is for the Compensation committee to talk about.
  10. Keep the remuneration fair, and attractive. Don’t let the travelling director claim his wife’s saree dry cleaning bill – tongues wag, and creates a poor impression. Such a guy doesn’t deserve to be a director anyway. Pay the bill, but don’t let him be re-elected.
  11. Very tough to achieve – none of the directors should play favorites – even if they have invested or been appointed by a group of investors. The Cyrus Mistry v RNT fight shows this clearly. Of course it is poor governance. That is another post!!
  12. Look for diversity in thinking, but with an over-arching love to help you grow. Many of the people will be older than you and managing their ego regularly is not easy.
  13. Establish Board Room hierarchy – your CEO reports to the board, expect some stupid questions from board members leading to frayed tempers…be careful, but draw the line – when you will step in or get the Chairman to step in.
  14. It is tempting to do so, but don’t get friends to be Yes-men on the board. They are the toughest to dislodge.

could be more…but I can’t think of more now…

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