My contribution to a board
I would bring to a board the view of someone who has spent twenty-seven years where a company's promises meet its customers: in claims offices, on an administrator's processing floor, in flooded cities and in complaint files. Many listed companies outside insurance now serve millions of retail customers through outsourced partners, regulated complaint processes and service operations that grow faster than their controls. I know how such operations fail, usually slowly and in the measures nobody reports to the board, and I know which numbers reveal the failure early.
I would also bring long experience of presenting uncomfortable operational facts to a board and its committees. Since 2016 I have reported to Nilakhya's policyholder protection committee every quarter, first on claims and then on all of operations, and since 2021 I have presented to the board on catastrophe events, outsourcing and grievance trends. I have learnt that a committee is best served by a few measures shown at the slowest tenth as well as the median, and by management bringing the bad number first.
On a listed company's board I could contribute most to the Risk Management Committee, which the SEBI Listing Regulations require of the larger listed companies, with particular attention to operational, outsourcing and business-continuity risk. I would also be ready to chair the Stakeholders Relationship Committee once I knew the company. That committee deals with the grievances of shareholders and other security holders rather than customers, and I would not pretend otherwise. The discipline it needs is one I know well: complaints answered by people with authority to resolve them, within published timelines, with the reasons reported to the board. Where a company has a separate committee or process for customer service, I would ask to contribute there too.
I am not an accountant or an actuary, and I would not seek to chair an Audit Committee. I read an insurer's or a lender's accounts competently and I understand the operating judgements behind its provisions, but a board should look elsewhere for accounting expertise.
Judgement in practice
01Reporting the slowest tenth, not only the median
In 2022 our quarterly report to the policyholder protection committee showed a median cashless decision time that improved every quarter. It was accurate, and it flattered us. The patients who waited longest, often at smaller hospitals and at night, disappeared inside a median. I added the ninetieth-percentile time beside the median, by hospital tier, knowing the new figure would look worse for at least two quarters. It did: the slowest tenth were waiting more than seven hours. The committee chair asked why we had not shown it before, which was a fair question, and the figure then drove our decision to add night medical cover in the Chennai hub. On another board I would ask early which customers a headline measure leaves out, and I would expect management to show the tail before being asked.
02Declining preferential claims handling for a promoter-group channel
Our promoter group's consumer-finance company sells Nilakhya motor and health policies to its borrowers as a corporate agent. In 2023 its senior management asked for a dedicated claims desk with faster timelines for its customers. The request was courteous and the volumes were significant. I declined it, because policyholders who bought through a promoter-group company would have been treated better than those who bought anywhere else, and because it would have made a related-party distribution arrangement more valuable on terms the board had never approved. I set out the request and my reasons in writing to our MD and CEO and the company secretary, and the matter was reported to the Audit Committee within its review of related-party arrangements. We offered instead to publish service levels for every distribution channel. As a director I would watch for favours of this kind, which rarely appear in a related-party register.
03Reporting a subcontracting breach before the auditors found it
In 2023 our contact-centre partner moved part of our renewal calling to a second firm without our consent, in breach of its contract, and shared customer details with a company we had never assessed. My team found it through a call-quality review, not an audit. I reported it to the Risk Management Committee within the week, with the number of customer records involved, ended the subcontracting, required the second firm to certify deletion of our data and asked our compliance team to establish what we owed the regulator and the customers affected. The partner's contract was renewed a year later with stronger audit rights and a lower fee. The lesson I would take to another board is that outsourcing failures are found by people who listen to the work, so a committee should ask management how it would know, not merely whether controls exist.
My first year on a board
I would spend the first three months learning how the company's service actually works. I would read two years of board and committee minutes, the complaint and grievance reports the board receives, any findings by the company's regulators on customer treatment, and the register of material outsourcing arrangements. I would ask to spend a day each in a branch or service centre, in a collections or after-sales operation, and with the people who answer complaints, and to listen to recorded customer calls with the head of service. I would also meet the internal auditors and the chief risk officer without management present.
For the rest of the year I would serve as a member of the committees I joined and would not take a chair, even if one were offered early. I would want to understand which measures the board relies on, which customer groups those measures leave out, and how the company decides what to outsource and how it supervises what it has outsourced. By the end of the year I would hope to have agreed with management a short set of service and complaint measures for the board, shown by region and at the slowest tenth. I would ask the board chair and the chair of the nomination and remuneration committee for direct feedback, and use the annual board evaluation to test whether my questions had been useful or merely persistent.
Conflicts and their management
I am a full-time executive of Nilakhya and hold shares in it through its employee stock option scheme, and my first obligation is to Nilakhya. I would not join the board of any insurer, insurance broker or corporate agent, third-party administrator, hospital or hospital chain, motor dealer or garage network, surveying firm, or outsourcing partner of ours, or any company in our promoter group. Many lenders distribute insurance as corporate agents, so I would decline a lender that distributes Nilakhya's policies or is negotiating to, and I would ask any company that approached me about its insurance distribution and claims relationships before a first meeting.
Before accepting a seat I would disclose my shareholding and every relationship that could be relevant, and seek the consent of Nilakhya's board. If a conflict arose after appointment, for example because the company began to buy insurance from Nilakhya or to distribute its products, I would disclose it at once, recuse myself from the related discussion and offer to resign if the relationship were likely to continue.
Time is the other conflict, and I want to be candid about it. The cyclone and flood season in the states we serve runs from June to December, and a major event can occupy me fully for two or three weeks. I would agree the meeting calendar a year in advance, prepare early in those months, and tell the chair at the outset that a declared catastrophe is the one thing likely to make me miss a meeting.
My independence statement
I am a full-time executive of Nilakhya General Insurance and hold its shares through an employee stock option scheme. I would consider an independent directorship only at a company with which Nilakhya, its promoter group and I have no business, family or financial relationship of substance, including any insurance distribution arrangement. I would disclose every relevant fact before an appointment was considered and leave the judgement on my independence under the Companies Act and the SEBI Listing Regulations to the company's board.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to chair | Stakeholders Relationship Committee, after learning the company |
|---|
| Ready to join | Risk Management Committee · Stakeholders Relationship Committee · Corporate Social Responsibility Committee |
|---|
Board and committee exposure
Presented to the Board or a committee
Nilakhya General Insurance Limited
Board of directors: operations reviews, catastrophe event reports and the in-house health claims decision
April 2021–present
Presents the quarterly operations review and every catastrophe event report to the board; not a director of the company and holds no vote.
Presented to the Board or a committee
Nilakhya General Insurance Limited
Policyholder protection committee: claims turnaround, grievances, revision rates and Insurance Ombudsman awards
July 2016–present
Has presented the claims and grievance report at every quarterly meeting, first as chief claims officer and then as COO; not a committee member.
Reported to a committee
Nilakhya General Insurance Limited
Risk Management Committee: operational risk, the outsourcing register and business continuity
April 2021–present
Reports twice a year on operational risk events, material outsourcing arrangements and the catastrophe protocol, and on request after significant incidents.
Reported to a committee
Nilakhya General Insurance Limited
Audit Committee: internal audit findings on claims, fraud control and outsourcing
April 2019–present
Attends when internal audit reports on operations and presents management's responses and remediation dates.
Member of a committee
Nilakhya General Insurance Limited
Management outsourcing committee
April 2021–present
Chairs the executive committee that approves and reviews material outsourcing arrangements before they reach the Risk Management Committee; a management committee, not a board committee.
Capacity and preferences
- Time available
- 25 days per year
- Current directorships
- 0
- Sectors
- Housing finance and retail lending · Regulated consumer services with large complaint volumes · Consumer durables with national after-sales service networks · Logistics and last-mile delivery
- Company type
- NSE or BSE-listed company with a large retail customer base and outsourced service operations, and no insurance distribution, claims or promoter-group relationship with Nilakhya
- Company stage
- Growing quickly enough that its service operations, complaints and outsourcing are scaling faster than its controls
The seat I am pursuing
I am pursuing one independent directorship at an NSE or BSE-listed company outside insurance whose business depends on serving a large number of retail customers well: a housing finance company or other lender, a regulated consumer-services business, or a company with a large after-sales service network. I would prefer a company whose operations have grown faster than its complaint handling and its oversight of outsourcing, where the board wants an independent director who knows how service operations behave under pressure.
I would like to join the Risk Management Committee and, if the board wished, to chair the Stakeholders Relationship Committee once I had learnt the company. I would not take a second independent directorship while I remain an executive. The SEBI Listing Regulations would allow me more listed seats than that, and the Companies Act's overall limits more again, but a catastrophe season and one board calendar are as much as I can do well together. Whether I meet the independence criteria in section 149(6) of the Companies Act for a particular company is for its board to judge on the facts I disclose, and I would give it everything it needs to do so. I am not looking for a seat to complete a quorum or to add a line to a profile.
Governance learning and readiness
IICA Independent Directors’ Databank: Registered
I registered with the IICA Independent Directors' Databank in May 2026. I have not yet taken the online proficiency self-assessment test and have booked it for the first quarter of 2027, within the period the rules allow after registration. I intend to take it whether or not an exemption might be open to me, because I want the preparation in company law and securities regulation. Registration makes me visible to companies that search the databank. It does not make me independent of any particular company, and it does not entitle me to any appointment.
- Registration with the IICA Independent Directors' Databank in May 2026, with the online proficiency self-assessment test booked for early 2027
- Quarterly presentations to Nilakhya's policyholder protection committee since 2016, and to the board on operations and catastrophe events since 2021
- Study of the Companies Act's provisions on independent directors, including Schedule IV, and of the committee requirements in the SEBI Listing Regulations, with Nilakhya's company secretary
- Working sessions with Nilakhya's chief risk officer and internal auditors on operational risk, outsourcing oversight and business continuity