Served as a director
Soraveth Business Finance
Board of directors; executive member
May 2020–present
Serve concurrently as CEO and executive director; present lending, operating and funding proposals and remain accountable for their execution.
Nazia Merhavi · Chief Executive Officer · India
Examining the promise without taking over delivery
Committee contribution
| Capacity | Committees |
|---|---|
| Ready to join | Risk oversight · Audit and financial reporting |
Capacity and preferences
- Time available
- 20 days per year
- Current directorships
- 1
- Sectors
- Business services · Regional financial services · Supplier-facing operating businesses
- Company type
- An Indian company with a functioning board process and a clearly defined need for commercial and operating scrutiny
- Company stage
- Reviewing growth commitments, customer terms or the operating capacity behind expansion
The seat I am pursuing
I am considering an additional non-executive contribution, not presenting myself as already appointed independently elsewhere. I would prefer a company whose board wants to examine the connection between growth, customer terms and operating capacity. A business-service company could be a good fit; a financial company would require particularly careful conflict and regulatory review. My initial preference is membership of a risk or audit committee under an experienced chair, subject to the company's needs and the applicable eligibility requirements. I am not offering to chair either committee on the strength of an executive title. Before accepting, I would ask the company secretary to assess the relevant independence criteria, committee requirements and directorship limits under the Companies Act and applicable SEBI rules. My indicated twenty days would also have to cover preparation, induction and foreseeable additional work. The decision would depend on a credible calendar and the quality of the board process, as well as the relevance of my experience.
Board and committee exposure
Governance learning and readiness
IICA Independent Directors’ Databank: Not yet registered
Databank enrolment remains a preparatory task for me; no IICA proficiency result or exemption is claimed. Before pursuing an Indian independent-director appointment I would complete the applicable preparation and confirm my position against the current requirements.
- Review of executive and non-executive responsibilities with the company secretary
- Board-paper workshops on evidence, alternatives and retained uncertainty
- Planned IICA databank preparation before an independent-director candidacy
My contribution to a board
I would contribute a habit of examining the operating meaning of a commercial commitment. A board may approve a product, facility or expansion using language that is clear at the level of the proposal but ambiguous at the point of delivery. I would ask which conditions determine availability, who explains those conditions and how exceptions reach the board. My experience includes the consequences of choices that reduce near-term income: a smaller lending limit, more expensive funding, a narrower fee and a service team retained after a property exit. That gives me a useful basis for examining alternatives, although it does not make my preferred answer right in another business. I would expect finance, legal and technical specialists to expose what I had missed. My contribution would be strongest when the board receives evidence about the actual work behind a promise, rather than only a consolidated outcome. As an external director, I would ask management for that evidence through the agreed process and avoid issuing operating instructions to colleagues below the chief executive.
Judgement in practice
Accepting a smaller growth plan in the funding decision
The ₹180 crore funding proposal required me to choose between a larger near-term lending programme and less reliance on a six-month renewal. The commercial case for growth was serious: relationships had been developed, colleagues expected capacity and the offered funding price was lower. I asked the finance head to show the dates on which the company would still owe commitments if renewal did not occur as assumed. We then chose ₹110 crore of longer funding and deferred ₹70 crore of lending. I supported the higher price and explained the lost opportunity to the board. In an external role, I would not select a borrowing facility for management. I would ask whether the board paper made the uncertainty visible and whether the proposed growth remained acceptable under a less favourable renewal. The lesson I would bring is about the decision presented to directors: a low average cost should not conceal the date on which an essential assumption must become true.
Refusing to book an unproven relationship benefit
Removing the automatic-rollover charge created a visible ₹48 lakh reduction in planned annual fee income. It would have been tempting to balance that figure with an estimate of improved retention. We did not have evidence sufficient to support such an offset. I asked finance to show the revenue reduction plainly and operations to monitor the actual experience of the revised process. The historic treatment of individual charges remained a separate compliance and case-review matter. This distinction matters to my board approach because a decision can be defensible without an invented financial benefit. Directors should understand the cost they are accepting and the evidence they would need to assess the longer-term result. In another company I would challenge both an unsupported benefit and an unsupported claim that the change had failed merely because the benefit was not immediate. I would want a review date, a responsible executive and measures appropriate to the decision, while resisting pressure to turn an uncertain relationship outcome into an accounting fact.
My first year on a board
I would begin by understanding how the company turns a board-approved proposition into commitments made to customers, funders and staff. With the chair's agreement, I would read a small selection of proposals alongside the later operating records, including examples where the result differed from the original expectation. I would meet the company secretary and relevant functional leaders through an agreed induction, rather than setting up a parallel reporting route. My early questions would concern the quality of the decision paper: what was assumed, which alternatives were rejected and how the board was told when circumstances changed. During committee work I would focus on exceptions that reveal a weakness in the process, while avoiding the temptation to investigate every operating case personally. By the end of the year I would ask the chair whether my contributions had clarified decisions and whether I had maintained the distinction between oversight and execution. A useful first year would leave management accountable, better understood and appropriately challenged.
Conflicts and their management
An external company could be a Soraveth borrower, a prospective borrower, a supplier, a funder or a competitor. A relationship may exist through a group company even when the proposed board seat is in a different legal entity. I would disclose my current employment, executive directorship, management shareholding and relevant business connections before accepting the role, then update the disclosures as circumstances changed. Restricting access to a particular paper may address a limited issue, but a continuing conflict across much of the board's work could make the appointment unsuitable. I would not bring borrower information, live pricing or confidential funding discussions from my employer into another boardroom. Equally, I would not pass another company's confidential plans back to Soraveth. The chair and company secretary would need enough information to assess the relationship, without an informal exchange becoming a channel for protected commercial material. I would prefer to decline a role whose central work I could not participate in properly.
My independence statement
My Soraveth seat is an executive directorship. For another company, independence would require a fresh assessment of my employment, shareholding, business relationships and other relevant interests against the Companies Act and any applicable SEBI requirements. Distance from day-to-day management alone would not establish it.