Devika Iyer · Chief Product Officer · India
| Capacity | Committees |
|---|---|
| Ready to chair | Stakeholders Relationship Committee, after a year as a member |
| Ready to join | Risk Management Committee · Stakeholders Relationship Committee · Corporate Social Responsibility Committee |
I am pursuing one independent directorship at a listed company, probably with revenue between ₹1,000 crore and ₹6,000 crore, in a business whose customers are households making commitments over time: a hospital or diagnostics chain, a consumer durables company that sells extended warranties, an education company with multi-year fees, or a rural consumer business. Those companies share the problems I know best: promises that are easy to sell and hard to keep, complaints that arrive long after the sale, and incentives that can quietly work against the customer.
I would like to join the Risk Management and Stakeholders Relationship Committees and, after a year, to chair the second if the board wished. I am not seeking a seat to fill a quorum, and while I remain an executive I would hold only this one listed independent directorship, well inside the limits the SEBI Listing Regulations set.
Presented to the Board or a committee
Board of directors: annual product strategy, material launches and withdrawals, and the 2024 surrender-value response
April 2021–present
Presents the product strategy and major product decisions to the full board each year; not a director of the company and holds no vote.
Reported to a committee
Policyholder protection committee: persistency, complaints and mis-selling indicators by product and channel
April 2021–present
Reports every quarter with persistency and complaints cut by product, bank and branch cluster, and proposes the remedies the committee then tracks.
Reported to a committee
Risk Management Committee: guarantees in fixed-return savings and annuity products
April 2022–present
Reports once a year, jointly with the chief risk officer, on the interest-rate and longevity risk carried by each product design.
Presented to the Board or a committee
Audit Committee: related-party commission arrangements with the promoter bank
2024
Presented the revised commission structure with Varunashree Bank, with an independent review of comparable terms, for the committee's prior approval.
Served as a director
Board of a not-for-profit Section 8 company; chairs its programme committee
June 2022–present
Non-executive director of a five-member board that oversees financial-literacy programmes for women's self-help groups in Tamil Nadu and Karnataka.
IICA Independent Directors’ Databank: Registered
I registered with the IICA Independent Directors' Databank in March 2026. Unless an exemption applies, the rules require a registered individual to pass the databank's online proficiency self-assessment test within a set period, and I do not believe I qualify for an exemption, so I have scheduled the test for early 2027 and am preparing with our company secretary. Registration puts my name in the databank. It does not make me independent of any company, and it does not entitle me to a seat.
I would bring to a board the habits of someone who has spent her career at the point where a company's promise meets a household's ability to keep up with it. Most boards see customer outcomes through revenue, margin and a complaints count. I have spent twenty years learning what sits underneath those figures: which customers were sold something that did not suit them, which incentive produced the sale, and how long it takes for the damage to reach the accounts. In a consumer-facing company that sells warranties, multi-year fee plans or anything paid for over time, that habit lets a director ask the second question rather than the first.
I would also bring experience of governing a business whose largest distributor is its promoter. Commission arrangements with Varunashree Bank are related-party transactions, and I have written the papers that put them before our Audit Committee with an independent benchmark attached. I know how a reasonable commercial request from a controlling shareholder can drift away from customers' interests without anyone intending it, and how to put the trade-off in writing so that independent directors can judge it.
On committees, I would be most useful on a Risk Management Committee, where product and conduct risk deserve the same attention as financial risk, and on a Stakeholders Relationship Committee. The SEBI Listing Regulations require that committee to be chaired by a non-executive director and to look after the grievances of security holders. My experience of building complaint measures that lead to action rather than reassurance would transfer directly, and I would be ready to chair it after a year as a member. I can read financial statements and would contribute as a member of an Audit Committee, but I would not present myself as its accounting or financial-management expert; a board should look elsewhere for that.
In 2023 my team found that a software change had overstated the year-five surrender values in about 6,400 benefit illustrations issued over four months. The policy contracts were correct; only the illustrations were wrong. Our CFO argued that illustrations are not contractual and that a corrected letter would suffice. I recommended that we write to every affected customer, report the error and its cause to the policyholder protection committee at its next meeting, and pay any customer who surrendered within five years the higher illustrated figure. The estimated cost was ₹3.8 crore. The committee agreed and asked for a quarterly update until the five years end. The lesson I would take to another board is that the cost of honouring an error is usually small beside the cost of arguing about what a customer was entitled to believe.
When we restructured commission in 2024, the change to our agreement with Varunashree Bank needed the Audit Committee's prior approval as a related-party transaction. The bank's preference was to keep its first-year commission unchanged and absorb the change in later years only. I wrote the paper so that independent directors could see the bank's proposal, ours and an independent consultant's review of comparable bank distribution terms on a single page, with the effect of each on customers' surrender values. The committee approved our structure; the director nominated by the bank did not take part in the discussion. As a director I would expect related-party papers to look like that: the controlling shareholder's preference stated fairly, the alternative priced and the evidence attached, rather than a single recommendation presented as the only possibility.
In 2023 a digital lender offered the Kuralvazhi Financial Literacy Foundation a three-year grant of ₹1.2 crore, nearly a third of our annual budget, on condition that its brand appeared at our self-help group workshops. Two directors were keen; the money would have doubled our reach in Karnataka. I argued that a lender's brand in a session about borrowing would compromise the one thing the foundation offers, which is advice that sells nothing, and proposed that we accept only unbranded grants from financial firms. The board agreed by a narrow margin, and we expanded more slowly. It was my clearest experience of voting as a director rather than advising as an executive, and of carrying a decision that cost the organisation something it badly wanted.
I would spend the first quarter reading and asking. I would read two to three years of board and committee minutes, the complaints and grievance data the company holds, the risk register and the internal audit reports on sales and service. I would ask to visit the places where the company actually meets its customers, whether that is a showroom, a hospital front desk, a school admissions office or a dealer in a district town, because conduct problems are rarely visible from a head office. I would ask to meet the chief risk officer, the head of internal audit and the person who handles complaints, separately and without other executives present.
For the rest of the year I would serve as a member, not seek a chair. I would want to understand which customer measures the board already sees, which it should see and how management uses them. At the end of the year I would ask the chair for direct feedback and use the board evaluation to test whether my questions had improved decisions or only lengthened meetings.
My first obligation is to Varunashree Life. I would not join the board of any insurer, insurance broker or corporate agent, any bank or lender that distributes life insurance, or any company that buys group insurance from Varunashree, and I would decline any company with a material relationship with Varunashree Bank or our two other partner banks. Before accepting any seat I would disclose my Varunashree shareholding, my directorship of the Kuralvazhi Financial Literacy Foundation and any family connections, and seek the consent of Varunashree's board.
If a conflict arose after appointment, for example because the company began buying cover from Varunashree, I would disclose it at once, stay out of the discussion and offer to step down if the relationship was likely to continue. Time is the other conflict. Our quarterly results and the regulatory calendar are fixed, so I would agree meeting dates a year ahead and keep twenty-five days genuinely free rather than promise more than I can give.
I am a full-time executive of Varunashree Life and hold its shares through an employee stock option scheme. I would consider an independent seat only at a company with which Varunashree, its promoter bank, its partner banks and I have no business, family or financial relationship of substance, and I would disclose all of it before any appointment is discussed. Whether I meet the criteria in section 149(6) of the Companies Act for a given company is for that company's board to decide on the facts I give it, not for me to assert in advance.