The Institute of Directors (IOD), India, hosted its Members' Meet (Bi-Annual) on July 12, 2025, at the Hotel Le Méridien, New Delhi. Centered around the theme 'Choosing the Right Board: Unleashing the Transformative Power of Independent Directors', the event drew a distinguished gathering of around 150 participants, including industry leaders, board members, policymakers, and IOD Members. The discussions highlighted the pivotal role Independent Directors play in enhancing strategic oversight, fostering accountability, and enabling sustainable growth across the corporate landscape. The event provided a timely platform for IOD members and the wider governance community to reconnect, exchange ideas, and engage in meaningful dialogue on emerging boardroom priorities. It reaffirmed IOD's continued commitment to strengthening board effectiveness and advancing the principles of responsible and transparent governance.

The 'Welcome Address' was delivered by:

Lt. Gen. Surinder Nath, PVSM, AVSM (Retd.)
President, Institute of Directors
Ex-Chairman, UPSC & Ex-Vice Chief of Army Staff
former Independent Director, L&T Board

Lt. Gen. Nath welcomed all the distinguished dignitaries and participants at the conference. He opened the session with a reflective address on the evolution of governance in Indian boardrooms. He emphasized that the culture of an organisation is shaped at the board level, underscoring the board's responsibility in setting the tone for ethical leadership and sustained excellence. He called for greater gender diversity and inclusive representation in the boardroom, along with value-driven leadership that fosters a culture of growth, accountability, and continuous learning. Lt. Gen. Nath concluded by highlighting that in the face of rapid transformation, boards must adapt proactively to stay relevant and effective, and Independent Directors must be equipped not just with expertise but with a strong sense of purpose and integrity to steer organisations toward long-term success.

This was followed by a 'Special Presentation' by:

Mr. Vineet Nahata
Director
Power Gilt Fixed Income Debt Management LLP

Mr. Nahata's special presentation provided a compelling financial perspective on the critical link between strong board leadership and sustained investor confidence, particularly in times of market volatility. He underscored that India's economy is currently at a take-off stage, presenting immense opportunities for strategic investment. Emphasizing the power of compounding and prudent capital allocation, he urged board members to adopt a long-term, disciplined approach to financial decision-making. Mr. Nahata presented a detailed comparison between Government Securities and Bank Fixed Deposits, shedding light on the shifting preferences of institutional and retail investors. He further shared insights on the broader market outlook and the evolving landscape of fiscal instruments, encouraging directors to remain agile and informed. Drawing on recent financial developments, he reinforced the importance of financial literacy at the board level, not just as a compliance measure, but as a cornerstone for effective risk management and forward-looking strategy. His address set the tone for integrating financial prudence into the broader conversation on governance excellence.

This was followed by a 'Special Presentation' by:

Mr. Pradeep Chaturvedi
Vice President
Institute of Directors

Mr. Chaturvedi unveiled IOD's Eight-Pillar Framework for Independent Directors - A bold roadmap to strengthen board independence, accountability, and transparency.

The framework proposed changes in the 8 areas of:

1. Strengthening Independence in Selection

2. Board Composition & Diversity

3. Annual Training & External Performance Evaluation

4. Strengthening Governance and Oversight

5. Increasing Transparency and Accountability

6. Providing Legal Protection and Clarity of Liability

7. Aligning Compensation with Responsibilities

8. Empowering Minority Shareholders

The audience feedback was taken through a survey, and the results indicated strong endorsement of the proposed recommendations. Mr. Chaturvedi credited the dedicated IOD Study Group comprising - Dr. Ashish Makhija, Mr. Manoj K. Raut, CS Sana Rehman, and CS Rupali Katoch for their rigorous development of the framework. He extended special appreciation to IOD's leadership, including Lt. Gen. Surinder Nath, Mr. Desh Deepak Verma IAS (Retd.), Dr. V. K. Agnihotri IAS (Retd.), Mr. Sailesh IAS (Retd.), Dr. Sameer Sharma IAS (Retd.), and Mr. Sitaram Kunte IAS (Retd.) for their strategic guidance.

This pioneering initiative marks a significant leap toward strengthening corporate governance standards in India and beyond, and IOD proposes to submit these recommendations to the Ministry of Corporate Affairs, Government of India.

In his stirring conclusion, Mr. Chaturvedi said: "As we march toward Viksit Bharat 2047, Independent Directors must become the standard-bearers of ethical governance, strengthening India's global competitiveness through truly independent, world-class boards.”

PANEL SESSION
Choosing the Right Board: A Strategic Guide for Independent Directors

The Panel Session was moderated by:

CS Preeti Grover
Independent Director on Multiple Boards
Regional Council Member - NIRC of ICSI

The distinguished panelists for the session were:

1. Mr. Tejpreet Singh Chopra
Chairman, Bharat Light and Power Private Limited
Board Member, Indian Energy Exchange, Tube Investments of India Limited,
Royal Enfield / Eicher Motors and on Multiple Boards

2. Mr. Bimlendra Jha
Director, Ignitingminds Guru Private Limited
former MD, Jindal Steel and Power Limited &
former Board Member, Tata Group

3. Mr. Sudhir Kumar
Managing Director
Petronet MHB Limited

CS Grover set the context for the session by emphasizing that the role of Independent Directors has evolved from merely ensuring compliance and oversight to becoming catalysts for strategic transformation within organisations. Independent Directors must move beyond the fundamentals and stay updated with emerging technologies and digital transformation trends, which are now integral to informed boardroom decision-making.

As the session moderator, she steered the discussion toward critical factors like value, role clarity and understanding company's vision that Independent Directors must consider before joining any board. The conversation also addressed the deliverables expected from Independent Directors, ranging from financial prudence and risk oversight to bringing in domain expertise and strategic foresight. She further shed light on the governance and training gaps that still exist in many boardrooms, and the vital role that the Institute of Directors (IOD) play in bridging those gaps through continuous learning and capacity building.

She concluded by calling for a re-skilling mind-set among Independent Directors, urging them to acquire new capabilities in emerging dynamic areas to remain effective in their evolving roles.

Mr. Chopra outlined key criteria for board selection: (1) robust corporate governance implementation, exemplified by the Tata Group's leadership-driven culture; (2) cultural fit favoring boards that welcome dissent over conformity; and (3) alignment with the company's growth stage through careful risk-reward analysis.

He advised assessing non-operational teams' diversity as an innovation indicator, stressing directors' need for foundational tech literacy (AI/GenAI) to make future-ready decisions. Modern directors, he argued, must expand beyond traditional skills to master technology, geopolitics, sustainability, and operational nuances – enabling them to challenge consensus, spot opportunities, and preempt risks confidently.

Mr. Jha challenged directors to move beyond titles and embrace their role in shaping ethical businesses. He identified red flags: value compromises, unethical expectations, ignored audits, or neglected EHS standards – all deal breakers for accepting board positions. Comparing Indian and European boards, he stressed directors' duty to question, uphold public interest, and counter groupthink. True independence, he argued, means rejecting roles that conflict with values, maintaining objectivity, and spotlighting overlooked issues. Directors must embody the values they represent, making ethical alignment non-negotiable.

Mr. Kumar outlined critical factors for independent directors before joining the board including (1) assessing governance structures, (2) role clarity, and (3) board orientation. He stressed selecting boards that match both expertise and values, with extra due diligence for public/private sector differences. While valuing diversity, he warned against excessive divergence hindering effectiveness. Mr. Kumar advocated collaborative decision-making and holistic review of all agenda items against long-term organizational goals. He emphasized values as both a compass and a diagnostic tool for alignment. His message was clear: Effective directors combine empowered oversight with value-driven judgment to ensure sustainable organizational health.

This was followed by an engaging and interactive Q&A session with the Audience.

MASTERCLASS SESSION

The Masterclass Session was moderated by:

Ms. Punita Kumar Sinha
Investment expert and Independent Director on Multiple Boards including
Lupin, Embassy REIT, Marelli Japan, Tata Capital,
Chair-IIT Delhi, Investment Board, former Board Member CFA Institute

The Distinguished speakers of the Panel include:

1. Mr. Desh Deepak Verma, IAS (Retd.)
Principal Advisor, Institute of Directors
former Secretary General, Rajya Sabha,
Parliament of India
Board Member on JSW Energy Limited,
Jackson Group and on Multiple Boards

2. Mr. Sumanta Chaudhuri, IAS (Retd.)
former Secretary, Ministry of Coal, Govt. of India

3. Mr. Arun Goyal, IAS (Retd.)
former Member
Central Electricity Regulatory Commission
former Secretary to Govt. of India, Cabinet Secretariat

4. Mr. Prasanta Mahapatra, IAS (Retd.)
Senior Advisor, International Solar Alliance (ISA) and
former Additional Chief Secretary, Govt. of Haryana

Ms. Sinha delivered a compelling address on the theme “Transformative Role of Independent Directors in Elevating Corporate Governance.” She emphasized how independent directors have transitioned from being peripheral observers to becoming central figures in steering organizations toward ethical and effective governance. While acknowledging differences between public and private sector boards, Ms. Sinha stressed that the fundamental expectations from independent directors remain consistent across sectors - to serve as ethical compasses, enhance oversight quality, and help build resilient, future-ready organizations. She urged IOD, to develop a Formal framework clarifying the roles and responsibilities of Nominee Directors, an area currently lacking standardization. Her insights underscored the critical importance of adaptability, principled leadership, and evidence-based decision-making in today's dynamic corporate governance landscape, setting the stage for robust discussions on strengthening board effectiveness across all sectors.

Mr. Verma shared reflections from his rich journey transitioning from public to private sector. In response to a question about how these experiences differ, he remarked that while the freedom and structure of decision-making may vary across sectors, the core attitude with which one conducts oneself remains fundamentally the same. He noted that the private sector encourages innovation, often unlocking potential in unique and dynamic ways. Drawing on his experience in government, Mr. Verma observed that every ministry operates with its own specific vision and evolving policy frameworks. Yet, despite the diversity of approach, there remains a unified, holistic vision underpinning governance at all levels, and understanding. This helped shape his ability to see the bigger picture and adapt his approach accordingly in corporate roles. Offering practical advice to Independent Directors, he urged for a culture of genuine input and critical thinking. IDs should proactively seek proper induction, immerse themselves in understanding company operations, and identify the key individuals who can provide real-time insights. His remarks offered a balanced view of governance across sectors, reinforcing that while structures may vary, the essence of effective leadership, rooted in curiosity, integrity, and perspective, remains universal.

Mr. Chaudhari emphasized that Independent Directors must offer analytical rigour and alternative perspectives that challenge the status quo and help companies prepare for uncertainties. He mentioned fragile global supply chains, especially in critical sectors like rare earth elements, as a strong reason for Independent Directors to introduce external perspectives in board discussions. He noted that in an increasingly volatile world, Independent Directors must continuously ask: What happens when things go wrong? Their ability to think beyond internal metrics and anticipate external risks is essential for resilient decision-making. For IDs to contribute meaningfully, he stressed, all relevant information, especially data that impacts long-term planning and risk evaluation, must be made accessible to them in a timely and transparent manner. He underlined that a diverse board not only broadens the pool of expertise but also enhances the quality of discussions by incorporating varied viewpoints, ultimately leading to more robust governance. His remarks reinforced the idea that IDs must act as informed, forward-looking stewards who bring clarity, objectivity, and depth to boardroom deliberations.

Mr. Goyal drew on his extensive experience across diverse domains and PSUs and outlined the fundamental duties of independent directors with razor-sharp clarity. He emphasized that protecting shareholder interests - whether minority stakeholders in private companies or government holdings in PSUs - remains the nonnegotiable core of directorship. His prescription for effective governance was refreshingly practical: directors must master financial statements, critically examine every board agenda item, and vocally challenge unclear or incomplete information, particularly regarding audits and accounts. Mr. Goyal highlighted a critical industry concern - the need to redefine liability frameworks to protect directors acting in good faith, arguing that excessive personal risk undermines effective governance. His message cut through the noise: true independent directors combine financial acumen with the moral courage to ask tough questions, transforming boardrooms from rubber-stamp forums into robust governance mechanisms.

Mr. Mahapatra shared his unique perspective drawn from decades of public service and governance at the state and institutional level. Reflecting on his transition from government administration to corporate boardrooms, he remarked that, contrary to common perception, there is often more freedom to speak openly in government boards than in some corporate settings. He highlighted how strategic alignment and accountability form governance's bedrock, where independent directors must actively support organizational vision. Drawing from his transformative work in Haryana, he demonstrated how inclusive, forward-looking governance creates impact. His cross-sector experience crystallized one truth: with powers given to Independent Directors comes the nonnegotiable responsibility to stand by decisions with unwavering integrity and foresight.

This was followed by an engaging and interactive Q&A session with the Audience.

This was followed by the felicitation of IOD's Life Members

This was followed by the 'Special Remarks' by:

Mr. Dhanendra Kumar, IAS (Retd.)
Former Secretary to Govt. of India,
First Chairperson of Competition Commission of India,
India's Executive Director at the World Bank's Board

Mr. Kumar shared valuable insights on the evolving responsibilities and protections necessary for Independent Directors in the contemporary regulatory landscape. After honoring IOD's Life Members, Mr. Kumar applauded IOD's global governance leadership. He particularly commended the Golden Peacock Awards, calling them the "gold standard" for excellence in corporate governance on a global stage. He then outlined key director responsibilities, drawing from his regulatory experience:

• Expanded Legal Awareness: Beyond Companies Act, understanding of SEBI, RBI, Income Tax, and Competition Laws

• Anti-Competition Vigilance: Urged directors to actively prevent anti-competitive practices and suggested that IOD develops structured training modules on regulatory compliance under the Competition Act

• Compliance Diligence: Warned against perfunctory review of compliance reports, and urged directors to give attention to these report, as they warrants.

His key recommendations were - Boards must implement indemnification clauses to protect directors acting in good faith. He asserted that legal safeguards and regulatory literacy create the confidence needed for truly independent governance.

The 'Concluding Remarks' and 'Vote of Thanks' were proposed by:

Mr. Manoj K. Raut
Chief Executive Officer & Secretary-General
Institute of Directors

Mr. Raut in his powerful closing remarks, celebrated IOD's 35-year legacy as a transformative force in shaping boardroom excellence. He shared, from a pioneering initiative to becoming the gold standard in corporate governance, IOD's journey reflects our collective commitment to elevating boardroom governance and directorship."

He extended heartfelt appreciation to the attendees, distinguished & eminent speakers, and the dedicated IOD teams whose efforts made the event impactful. Turning to the future, Mr. Raut issued a compelling call to action: “Today's independent directors must embody the trifecta of modern governance - transparency as their compass, resilience as their armour, and progressive thinking as their driving force."

He concluded, as we move forward, let us continue to work together to build stronger, inclusive, and futureready boards — let's inspire a new era of purposeful governance.

IOD was especially grateful to its Event Partners.

Our Silver Partner: Power Gilt Fixed Income Debt Management LLP

Our Bronze Partner: HSCC India Limited

This report is compiled by:

Ms. Mukulika Mukherjee
Manager – Events & Conferences
Institute of Directors

Edited by:

CS Sana Rehman
Executive Editor – Director Today
Institute of Directors