Corporate Results of over 2500 companies Friday, October 22, 1999
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Think Tank
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Corporate governance -- Promoting initiative 

PN Vijay  
The public play for putting in place a model code of governance for Indian companies is now on the home run. Industry has put its best foot forward and needs to be appreciated for taking so much initiative.

Narayan Murty, the much-admired promoter of the Bangalore-based Infosys, made a statement that those businessmen who were unable to improve shareholder value should gently make their way for others and this has been positively received. Even a doyen of family-run businesses like Rahul Bajaj has advised the younger generation in business families to seek their own pastures if they find the family business not exciting. However, investors till today have not been consulted by the authorities. As one shuttles between corporates on the one side and investors on the other side, one is flooded with questions which all types of investors have started asking our corporate czars. I believe it is in the fitness of things to list out the more frequently asked ones. What is industry doing about the huge investmentin sister companies that lie in balance sheets? The return on capital employed of most large Indian companies is terrible mainly because the balance sheets are checkered with cross holdings.

Historically lenders wanted promoters to invest a good amount of capital for starting the business. This promoter's contribution was some sort of bulwark against loans going bad. Invariably this promoter's contribution itself came from large companies. Investors are now asking corporates for a time-bound programme to rid their balance sheets of these investments.

Otherwise investors see little value in such companies. Secondly, when is industry going to take its board of directors and shareholders seriously? Crony capitalism is not confined to the economies of the Far East alone. Indian boards are monotonously similar. There are the owner-directors and there are the "good and eminent friends" who represent the independent directors. Experience has shown that there is very little that these independent directors are able to do when there is a conflict of interest between owners and outside agencies. Investors are asking when they can pick the outside directors. Thirdly, when is the professional manager going to stand shoulder to shoulder with the family member? Very few Indian companies give the professional executive his due, say in strategy development.

After years of experience even the best ones are used for implementation of strategy. On the other hand siblings go straight to the top with very little of the hard work that professionals put in. This is so obvious to outside agencies that foreigners discount Indian businesses in a big way because of this dynastic approach. There are other small twists like agency companies which take away commissions etc. Corporate czars need to explain to promoters when they propose to unwind these feudal practices. What about the environment? I live in the city of the river Yamuna which to many symbolises all that is ideal about our nation. On its sylvan banks God played with his friends. Today, businesses have ensured that the water of the Yamuna is unfit for human consumption and even fish cannot survive. Every time you need the judiciary to push them to do something, which is a crying shame.

The three-wheelers on our Indian roads - especially in towns have made many Indians deaf. Our polluting three-wheelers are a byword all over Asia. Green activists want to know what the business is doing without the civil society prodding it. There are many significant and fundamental issues involved in corporate governance as we move into the free market scenario like labour exploitation, termination benefits for staff etc.

It is wrong to confine the big debate on corporate governance to seminar halls since the constituencies that are affected are the majority of the people of this country.

The author is a Delhi-based investment banker. His e-mail address is pnvijay@vsnl.com

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