Vikram Kodavalli · Chief Human Resources Officer · India
Presented to the Board or a committee
Nomination and remuneration committee, and the full board on workforce matters
April 2021–present
Presents pay policy, senior appointments, succession, workforce restructuring and conduct-process reports as CHRO; not a director and has no vote.
Reported to a committee
Audit committee, on contributor payments and payroll controls
April 2023–March 2025
Reported each quarter on the contributor payment cycle, the conversion of contributors to employment and payroll exceptions found in internal audit.
Presented to the Board or a committee
Board of directors
2015–2018
Presented annual pay reviews and the crew-supplier terms to the board as head of HR; not a director.
| Capacity | Committees |
|---|---|
| Ready to join | Nomination and remuneration · Corporate social responsibility · Risk management, for workforce and conduct risk |
I am pursuing a first independent directorship on a board whose business depends on people working in the field or on shifts: telecom towers and fibre maintenance, cable and broadband, contact centres, regional broadcasting outside our market, logistics or hospital services. A listed small or mid-sized company or a large unlisted public company would suit me, provided the board wants a nomination and remuneration committee member who will read workforce data closely rather than approve pay papers on trust. I would serve as a member before considering any chair role. I would hold no more than two directorships while I am an executive, well inside the statutory limits, because 24 days a year is a realistic ceiling alongside my current role. I would want the chair to explain why the board is adding a director now and what gap it expects me to fill.
I would help a board see the people who carry its operating promises, particularly those who are not on the payroll or who work when head office is closed. Most companies with field or shift workforces report headcount and attrition; fewer can say how many people depend on them without a contract, who works most of the nights, or what a change in the wage definition does to pay at the lowest grades. I have built those answers in a company where the work never stops, and I know how they are assembled and where they hide. On a nomination and remuneration committee, I would ask that pay and workforce proposals state who bears the cost and what the company gives up, in the first paragraph. I would bring experience of employment status, pay design under the labour codes, restructuring by retraining and conduct processes. I would not bring financial or legal expertise beyond a practitioner's, and I would rely on colleagues on the board and on advisers for those. I have not served as a director, so I would expect to learn the difference between overseeing management and managing.
When the contributor proposal reached our committee, the most useful question came from an independent director who asked about the people the 40-week rule would exclude. We had counted the 148 who qualified and not described the 462 who did not. I now apply that question to every workforce proposal I see, and I would ask it as a director. A board approving a new employment category, a voluntary separation scheme or a pay protection line should know who sits just outside it and what happens to them. That is not an argument for including everyone. It is an argument for deciding about the excluded group deliberately rather than discovering it later through grievances, attrition or a claim. The question costs a meeting a few minutes, and answering it properly often changes the design.
In the wage-code decision, the fund's nominee director argued for cost neutrality because the investor was preparing its exit. That view was legitimate, but the pay structure would last long after the investor had sold. A director owes duties to the company, and the Act names its employees among the interests to be considered. As a director I would ask management to show which costs are permanent, which shareholders bear them and over what period, so that a timetable belonging to one shareholder does not set a commitment the company will carry for years. I would also accept that recurring cost is a real concern and that protecting take-home pay has to be paid for somewhere. In our case the increment pool paid, and I said so in the paper rather than leaving directors to find it.
Before my first meeting I would ask for two years of committee minutes, the remuneration policy, the succession plan for key managerial personnel and the company's own workforce data: attrition by grade, the share of fixed-term and contract workers, overtime, night-shift concentration and anonymised grievance and conduct-process statistics. Through management, I would arrange to visit one site during a night or weekend shift, because shift work is easiest to misread from a head office in daylight. For the first two quarters I would mostly listen, and ask how a pay or staffing proposal reaches the committee and who checks its cost. I would also take a structured programme on audit committee work. At the first annual evaluation, I would ask the chair whether my questions helped the committee decide or simply slowed it down, and I would change my approach accordingly.
My employer is a news business, and that creates conflicts an ordinary executive may not face. A company that offers me a seat may be one our newsroom reports on, an advertiser, a distributor that carries our channels or a competitor for viewers and staff. I would decline seats at direct competitors and at companies controlled by political parties or their office-bearers. For any other offer, I would disclose it to our managing director and seek her consent, and ask the news director to record that I have no part in coverage decisions about that company, which is already true of my role. I would step out of any Charuvela negotiation with the company concerned. On its board, I would declare my employment and step out of anything touching broadcast rights, advertising or distribution with Charuvela. If those exclusions became frequent, I would resign rather than serve partially.
As a full-time employee of Charuvela Broadcasting, I could never be independent on its board. For any other company, I would test the s.149(6) criteria against my own position and my relatives' before the board considers me, including shareholdings, any pecuniary relationship and any business between that company and Charuvela, and I would give the chair my answers in writing. Whether I am independent is for that board to determine on complete facts; it is not a label I can give myself.
IICA Independent Directors’ Databank: Proficiency assessment passed
I registered with the IICA Independent Directors' Databank in March 2024 and passed the online proficiency self-assessment test in January 2025. That makes me eligible to be considered for independent appointments. It does not establish my independence in relation to any particular company, which has to be assessed for each board on its own facts.