Role of Independent Directors in Corporate Governance

Role of Independent Directors in Corporate Governance
Whether it is ethical governance, intelligent risk-taking, aiding unbiased decision-making, or cutting-edge HRM practices, Independent Directors are an asset for the management to use on the company’s journey to competitiveness and long-term success.

Establishing strong corporate governance practices from the inception of a company not only fosters an ethical and positive working environment but also instills confidence in investors, attracts foreign investments, raises employee morale, and supports a healthy business ecosystem.

Corporate governance is not only fundamental to the success and sustainability of companies, it is very often the gatekeeper to existence.

Against this background,  Non-Executive Independent Directors (NEIDs) play a crucial role in this process by providing independent oversight, contributing valuable expertise, and fostering a culture of accountability and transparency. Their involvement aids companies in navigating complexities, managing risks, and achieving long-term growth. The NIEDs are the trustees of the shareholders and have to always keep their legitimate interests in mind.

Almost all companies operate under strict regulatory frameworks that lay down specific rules, laws, and norms, often accompanied by material penal provisions. Good corporate governance enabled by good NIEDs on the board & supported by a good secretarial department ensures compliance with laws and regulations, reducing the risk of legal penalties and enhancing the company’s credibility.

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Effective governance structures focus on transparent oversight of the company’s operations, ensuring that resources are used efficiently and that strategic objectives are met. The NIEDs play an important role in ensuring that this is so done.

The industrial sector faces numerous risks, including operational, financial, environmental, and market risks. Good governance practices help identify, assess, and manage these risks, ensuring the company’s resilience and sustainability.

NEIDs bring an unbiased perspective to the boardroom, as they are not involved in the day-to-day operations of the company. Their independence allows them to make impartial judgments, which is crucial for fair decision-making and ensuring an aligned deployment of strategies, tactics, and ethical practices.

Industrial companies often have significant environmental footprints. Good governance promotes sustainable practices that minimize environmental impact and ensure the best outcomes for the community at large, who are also key stakeholders. The role of the NIEDs is critical in enabling the management to make, very often, uncomfortable decisions.

Strong governance promotes ethical behaviour, compliance with the regulatory framework, and decision-making, which is vital for maintaining the trust of stakeholders, including investors, employees, and customers.

One of the unexpected results of having a balanced set of NIEDs is that it encourages innovation by fostering a culture of continuous improvement and adaptation, as they often possess diverse skills and industry experience. This helps companies stay competitive in a rapidly evolving industrial landscape.

Good governance provides a framework for setting and achieving strategic goals. It ensures that the company’s leadership is aligned with its long-term vision and mission. By balancing short-term performance with long-term goals, effective governance practices help create sustainable value for shareholders and other stakeholders.

A well-structured board with a mix of executive and independent directors ensures diverse perspectives and robust decision-making. Independent directors provide objective oversight and challenge management when necessary.

Good governance includes succession planning for key leadership positions, ensuring continuity and stability in the company’s management. The NIEDs play a major role in helping create a strong pipeline of talent within the company and to identify relevant talent outside. Particularly, in times of crisis, NIEDs enable a smooth transition with minimal impact on the performance of the company.

Suffice it to say, a board is only as good as the set of NIEDs it has. Whether it is ethical governance, intelligent risk-taking, aiding unbiased decision-making, or cutting-edge HRM practices, NIEDs are an asset for the management to use on the company’s journey to competitiveness and long-term success.

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Sonal Thakker

Partner at Hunt Partners

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Sonal Thakker

Partner at Hunt Partners

February 2025

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