My contribution to a board
I would help a board see the workforce consequences of its asset decisions before they become operating problems. In industries that are changing fuel or technology, directors approve closures, new plants and remote sites largely through capital papers. Those papers rarely show who will run the new assets, whether existing employees can be retrained or what the contract workforce is owed. I have spent five years presenting such questions to a nomination and remuneration committee, and nearly three decades handling them on sites. I would bring a habit of asking how a people figure was built: whether injury rates include contract workers, whether attrition is measured for the roles that matter and whether a training number reflects people who can now do the work. I would be ready to chair a corporate social responsibility committee, because I have reported to one for seven years. I would join a nomination and remuneration or risk committee as a member first. I am not a lawyer or an accountant, and I would rely on colleagues with those skills.
Capacity and preferences
- Time available
- 24 days per year
- Current directorships
- 0
- Sectors
- Manufacturing with large plant workforces · Mining and construction materials · Power generation outside direct competitors · Infrastructure contracting
- Company type
- Listed or unlisted public company with substantial plant, site or contract workforces
- Company stage
- Changing its technology or asset base, where the workforce has to change with it
The seat I am pursuing
My first independent seat should be on a board where the workforce is large, dispersed and changing. That might be a listed cement or steel company planning new capacity, a mining company opening remote operations, or a construction business whose contract labour exceeds its direct employees. I would like a board that already has strong finance, legal and technical directors, and that wants someone to examine people questions with the same discipline. I am not looking for a title or a route to advise the company's HR function informally. One seat is enough while I remain an executive. Twenty-four days a year allows full preparation, two committees and a site visit or two. Under SEBI's listing rules, I would remain well within the limits on independent directorships, but time rather than the legal limit is my real constraint. I would decline a seat if its calendar or its counterparties made consistent attention impossible.
Judgement in practice
01Keeping a closure date separate from a workforce promise
When our board first discussed the station's remaining life, some executives wanted to announce a headcount plan straight away to calm rumours. I advised the committee against publishing numbers before the options were costed, but also against saying nothing. We told employees what had been decided, what had not and when they would hear more, and we kept that timetable. A board should know that a workforce statement made too early becomes a commitment the company may not be able to honour. One made too late leaves people guessing and invites them to leave. The decision for directors is not what to promise. It is when the company will know enough to make a promise it can keep.
02Counting contract workers in the safety figures
Until 2022 our board safety report covered only direct employees. Most of our site hours, however, were worked by contractors. I argued, with the head of operations, that the lost-time injury rate presented to the board should include them. The reported rate rose from 0.21 to 0.58 per million hours in the first year, and one director asked whether we were making a good record look worse. The answer was that the earlier figure had described a smaller workforce than the one we were responsible for. I would ask any board I join which workers its people figures exclude, and why. That question costs nothing and often changes the discussion.
My first year on a board
Before my first meeting I would ask to visit the sites where most of the company's people work, not only its offices, with a manager who can explain the shift pattern and the contractor arrangements. In the first two quarters I would read the board's past papers on safety, succession and remuneration to see what directors have been shown and what they have not asked for. I would want to understand how the company counts its workforce before suggesting any change to how it reports it. I would keep my questions in committee rather than on the board floor until I had earned some context. During the first annual cycle I would follow one significant people decision, such as a site opening, a restructuring or a senior appointment, from proposal to outcome. At the end of the year I would ask the chair and one executive for direct feedback on whether my contribution had been useful, and I would act on it.
Conflicts and their management
Oruvanthi buys modules, inverters, construction services and labour from many suppliers, sells power to a state distribution company and to industrial customers under open access, and borrows from banks and infrastructure lenders. A manufacturer that buys our power, or a contractor that works on our parks, could look like an attractive board for me and still raise a question under s.149(6) about pecuniary relationships. I would list Oruvanthi's significant counterparties for any prospective company, check my relatives' holdings and employment, and let the company's advisers decide whether a relationship is material. I would not join the board of a direct competitor in power generation. If a supplier relationship began after my appointment, I would disclose it at once and withdraw from any related discussion. If those withdrawals became frequent, I would resign rather than become a director who regularly sits out the matters the board most needs to discuss. My employer's consent would be in writing before any acceptance.
My independence statement
I have no shareholding, family relationship or business dealing with any company I am considering. Before I describe myself as independent of a particular company, I would want its counsel and company secretary to test my position, including Oruvanthi's dealings with that company and my relatives' interests.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to chair | Corporate social responsibility |
|---|
| Ready to join | Nomination and remuneration · Risk management |
|---|
Board and committee exposure
Presented to the Board or a committee
Oruvanthi Power Limited
Nomination and remuneration committee
April 2021–present
Presents succession plans, senior remuneration proposals and workforce-transition papers as CHRO; attends by invitation and is not a director.
Reported to a committee
Oruvanthi Power Limited
Corporate social responsibility committee
October 2019–present
Reports twice a year on the skills programme for villages near the Phalodi and Koppal parks.
Governance learning and readiness
IICA Independent Directors’ Databank: Proficiency assessment passed
I registered with the IICA Independent Directors' Databank in March 2024 and passed its online proficiency self-assessment test in September 2024. I keep the registration current. Passing the test confirms basic familiarity with company law, securities rules and governance; it does not by itself make me suitable for a particular board.
- Completed the IICA databank proficiency self-assessment in September 2024.
- Studying the duties of independent directors under the Companies Act, including s.149(6) and the Code for Independent Directors in Schedule IV.
- Reading the SEBI listing regulations on board committees and directorship limits, and observing how our own committee chair runs a meeting.