Careful! Woman On Board
Careful! Woman On Board
Careful! Woman On Board
VAISHALI RATHI
III YEAR, E
15010126478
Table of Contents
ABSTRACT............................................................................................................................................ 2
KEYWORDS .......................................................................................................................................... 2
I. INTRODUCTION .......................................................................................................................... 2
II. LITERATURE REVIEW ............................................................................................................... 3
III. RESEARCH METHODOLOGY ................................................................................................... 4
IV. LIMITATION AND SCOPE ......................................................................................................... 4
V. THE PROVISIONS ........................................................................................................................ 4
VI. NON-COMPLIANCE OF THE PROVISION ............................................................................... 5
VII. MIXED REACTIONS ................................................................................................................... 6
VIII. THE LEGISLATIVE INTENT BEHIND INTRODUCING SUCH PROVISION ...................... 8
IX. IMPLEMENTATION ................................................................................................................... 8
X. INDEPENDENCE OF WOMEN DIRECTORS......................................................................... 11
XI. ALTERNATE DIRECTORS ..................................................................................................... 11
XII. RECOMMENDATIONS ........................................................................................................... 12
XIII. CONCLUSION ......................................................................................................................... 13
XIV. REFERENCES ......................................................................................................................... 15
CAREFUL, WOMAN ON BOARD!
- BY VAISHALI RATHI
The hand that rocks the cradle is the hand that rules the world.
ABSTRACT
Inculcation and manifestation of values, ethics and rules-regulation in a corporation
through gradual progression of a culture is Corporate Governance. An important facet
of good corporate governance which has taken a world-wide recognition recently is
Diversity on Corporate and has become a widely debated topic. The empowerment of
women by taking up key positions and leading the company is important for both the
growth of the company and the economy. Both, the micro-economic perspective and the
macro-economic, provides a great scope and platform for greater gender diversity in
corporate boards. To attain the anticipated level of diversity, there has been adoption of
the quota policy in some legislatives and on the other hand, some have the provision of
voluntary initiatives through their codes based on “comply or explain” approach. The
paper has brought out this study to highlight the status of gender diversity on corporate
boards in India; analysing the initiative taken by the government to improve gender
diversity on the corporate boards, the implementation of the provision and the
problems which are being faced.
I. INTRODUCTION
Advancement in social and cultural shifts in s0ciety has led to an increasing trend of
pr0m0ting greater diversity within 0rganisati0ns. Almost 0ne billi0n w0men wh0 will be
joining the w0rkf0rce are seen as drivers 0f ec0n0mic gr0wth1. But still they have not been
included in the highest positions 0f business and management. As per what has been noted
1
Srinivasan, Vasanthi, Building the Women Directorship Pipeline in India: an exploratory study, NSE Working
Paper Series, http://www.iimb.ac.in/node/13900 (29 Oct 2013)
several times, although the participati0n 0f female members has increased significantly in
empl0yment in 0rganisati0ns, but the improvement at the seni0r management positions has
n0t been proportionate to the number 0f w0men gaining higher education and joining the
w0rkf0rce2. Many countries have framed quota systems to increase the women participation
over the past two decades. The quota of EU is of particular significance, as per which
minimum 40% 0f the n0n-executive direct0rship position 0f Eur0pean c0mpanies which are
in public trade sh0uld c0mprise w0men by 2020; however, the state-0wned c0mpanies are
desired t0 achieve the same by 20183. H0wever, the latest quantitative data available fr0m the
Scandinavian c0untries shows that although the qu0ta system has led to increase in the
number of w0men direct0rs, the new ones are less experienced and much y0unger than their
counterparts4. The need is to investigate the difference in results when there is a mandatory
qu0tas system as opposed to the results of self-regulati0n by firms in c0untries like India,
where the representation is much less than the rest of the countries.
The study by Siri Terjesen quantitavely analyses the effect of gender diversity on the
efficiency of boards of directors. By obtaining data from 47 countries and observing their
corporate governance policies, the study supported the observation that firms having higher
number female directors perform better in market and accounting measures. The results also
proposed that there is no contribution or importance of external independent directors with
regards to firm performance unless there is gender diversification on the board. The evidences
altogether prove the enhancement of the board due to presence of female directors. Finally, it
was concluded that firms concerned with independence of the members of the board, and
firms with more complex business environments have higher possibility of gender-balanced
boards.5
2
Fairfax, L.M. Clogs in the Pipeline: The mixed data on women directors and continued barriers to their
advancement. Maryland Law Review, 65(2), pp. 579–624 (2006).
3
Ibarra, H. The EU’s Boardroom Quota Battle Is Over, but Women Cannot yet Rest, Forbes
http://www.forbes.com/sites/insead/2012/11/19/the-eus-boardroom-quota-battleis-over-but-women-cannot-yet-
rest (November 19, 2012).
4
Ahern, K.R. & Dittmar, A.K. The Changing of the Boards: The impact on firm valuation of mandated female
board representation, Quarterly Journal of Economics, 127(1), pp. 137–197 (2012).
5
Terjesen, Siri, Does the presence of independent and female directors impact firm performance? A multi-
country study of board diversity, Springer, DOI 10.1007/s10997-014-9307-8 (January 13, 2015)
The research6 by The Institute of Company Secretaries of India provides data on the gender
diversity on corporate boards at the global and the Indian level. It also analyses the ratio
behind gender diversity on Boards through case studies, critically studies the variety of steps
undertaken to improve gender diversity. It addresses the barriers and issues faced while
adhering to the mandatory policies of gender diversity along with the self-regulation policies
adopted by the companies.
The research paper is a Doctrinal research paper based on secondary data. The paper is based
on the analysis of the provision and various research papers and articles related to the topic.
The secondary data used also includes the Committee reports, newspaper articles, interviews
and the material available online.
The study is limited as to the secondary data available and undertakes the analysis of the
provision in India. Though a comparison has been drawn in this paper but there is further
scope of analysis of the similar policies in other countries and developing a strategy to ensure
a positive result at the earliest.
V. THE PROVISIONS
India has followed the line of Norway, France, Italy, Spain, and Belgium in introducing a
provision relating to the appointment of a woman director under Companies Act, 2013.
The Companies Act, 2013 has put up the mandatory requirement of having at least one
women director.
6
Gender Diversity in Boardrooms, THE INSTITUTE OF COMPANY SECRETARIES OF INDIA, 978-93-
82207-34-4 (January, 2015) https://www.icsi.edu/WebModules/CompaniesAct2013/Gender%20Diversity-
Latest20012015.pdf
Every company shall have a Board of Directors consisting of individuals as directors and
shall have:
(a) a minimum number of three directors in the case of a public company, two directors in
the case of a private company, and one director in the case of a One-Person Company; and
(b) a maximum of fifteen directors: Provided that a company may appoint more than
fifteen directors after passing a special resolution:
Provided further that such class or classes of companies as may be prescribed, shall have
at least one woman director.
A period of six months beginning from the date of the incorporation of the company has been
given to the new companies for compliance and one year to the existing companies. Also, any
vacancy in this seat shall be filled up within a period of 3 months by the board or not later
than immediate next board meeting, whichever is later.7
In its new regulations, SEBI has also put up a similar norm to enforce gender diversity.
(a) board of directors shall have an optimum combination of executive and nonexecutive
directors with at least one woman director and not less than fifty percent of the board of
directors shall comprise of non-executive directors
Figure 2: Regulation 17 (1) of SEBI (LODR) Regulations, 2015
7
The Companies Act, 2013
is of Rs 50,000 which may extend upto Rs 5 Lakhs. It also warned that if the companies do
not comply within six months, action will be taken against the promoters and directors8.
To this effect, the NCLT, Hyderabad has penalised ICOMM Tele Ltd for a delay of 5 months
in appointing a woman director9.
Arguments supporting the need of diversity in the board rooms have been strengthened by
bunch of policies, initiatives, mandates, and rules. But still, practical evidence on the impact
of women in the company boards, stated on the basis of market value and/or profitability, is
astonishingly varied. There are studies which show a positive impact of women directors on
the performance of firm10, in addition to those showing a negative relationship11. The
unambiguous evidence showing positive impact of gender diversity questions the quota based
policies that an increasing number of countries are adhering to, so as to balance the gender
equation in the boards for the betterment of corporate governance and improving the
performance of the firm.12
8
CIRCULAR, CIR/CFD/CMD/1/2015, https://www.nseindia.com/content/equities/SEBI_Circ_08042015.pdf,
(April 08, 2015).
9
www.nclt.gov.in/Publication/Hyderabad_Bench/2016/.../ICOMM%20Tele%20Ltd.pdf.
10
Carter, David A., Frank D’Souza, Betty J. Simkins and Gary Simpson, The Gender and Ethnic Diversity of
US Boards and Board Committees and Performance, Corporate Governance: An International Review Vol. 18
(5), pp. 396-414 (2010).; Miller, Toyah and Maria del Carmen Triana Demographic Diversity in the
Boardroom: Mediators of the Board Diversity-Firm Performance Relationship, Journal of Management Studies
46:5, pp 0022-2380(2009).
11
Ahern, K. R. and A. Dittmar, The Changing of the Boards: The Impact on Firm Valuation of Mandated Board
Representation, The Quarterly Journal of Economics 127(1), pp. 137-197(2012).
12
Sarkar, Jayati, Women on Board and Performance of Family Firms: Evidence from India, Indira Gandhi
Institute of Development Research,(October 2015), www.igidr.ac.in/pdf/publication/WP-2015-026.pdf
Companies Act per se is to ensure efficient management of the company rather than
removing social disorders and malpractices.13
The idea of quota has also been opined to be against the notion of everyone having an equal
opportunity to be represented as an individual rather than as a member of a group."14
It has been observed that some women look at their seat as a “woman’s seat.” And it will
certainly be aggravated by the quota system. And for the board to become effective, it is
required that all board members look at their contribution to be on equal footing.
Many researches have shown that when external pressure imposes changes, a by-pass way is
found15. The key is to make, those involved, realise the need and importance of change.
The improvement in the gender ratio in the board rooms is not practically possible ignoring
the improvement in the diversity of the conversation. Most logically the reason behind the
better performance of the diverse gender boards, for example, is that the companies electing
more women in the company board have chosen more future-oriented business principles in
general.
Research in the first country to order quotas, Norway, exhibited that the directors were
replaced by the women less experienced. Research also showed the fall of corporate value by
18% for the firms which forcefully increased the share by more than 10%.16
13
Upadhyay, Mala, The Indian Company’s Act 2013 – a boon or bane to Sustainable Development, IOSR
Journal of Business and Management ,Volume 19, Issue 7. Ver. V. (July 2017), e-ISSN: 2278-487X.
DOI: 10.9790/487X-1907050816.
14
Gerson, Kathleen, The Unfinished Revolution: Coming of Age in a New Era of Gender, Work, and Family,
Oxford University Press, (15-Dec-2009 ).
15
Banaszak, Lee Why Movements Succeed or Fail, Princeton University Press (Aug 5, 1996)
16
Mahalakshmi.V, Corporate Governance and Presence of Women Director on Boards, IOSR Journal of
Business and Management, Volume 19, Issue 1. Ver. III, PP 59-64 e-ISSN: 2278-487X, (Jan. 2017).
VIII. THE LEGISLATIVE INTENT BEHIND INTRODUCING SUCH
PROVISION
IX. IMPLEMENTATION
By enforcing such provision for appointment of woman director on board, India has become
one of the first developing countries to do so. Though the provision is not as strict as many
prevalent global rules, the step is appreciated and welcomed to change the dynamics.
For now, it seems to be working. Companies have become more careful and addressing to the
need having women directors at the board level. The representation of women has increased
from 5% in 2012 to 13% in 2017 in NIFTY 500.17 As on March 1, 2017, if multiple
directorships are not accounted, these companies have 477 unique women directors.18
Some companies had initially opted to put family members as directors19. This act certainly
adulterates the aim of more representation of women. This also does not support the desired
expansion of qualified women leaders. But the initial apprehension of new women directors
17
Gender Diversity in Boardrooms, THE INSTITUTE OF COMPANY SECRETARIES OF INDIA, 978-93-
82207-34-4 (January, 2015) https://www.icsi.edu/WebModules/CompaniesAct2013/Gender%20Diversity-
Latest20012015.pdf
18
Corporate India: Women on Boards, Prime Database Group,
http://www.primedatabasegroup.com/primegroup_logo/Women%20Directors%20In%20India.pdf (May 1,
2017)
19
Gender Diversity in Boardrooms, THE INSTITUTE OF COMPANY SECRETARIES OF INDIA, 978-93-
82207-34-4 (January, 2015) https://www.icsi.edu/WebModules/CompaniesAct2013/Gender%20Diversity-
Latest20012015.pdf
being family members has been invalidated by the latest data set. Only 98 women directors
(i.e. 16%) in the NIFTY 500 are from the family of the promoters. In this, 50% are executive
and are leading the company the capacity of a leader. This indicates that the appointed
women are experienced and have expertise – which advocates that acceptance of the
legislative intent by the companies.
20
Figure 1: Women Director Classification: Promoter vs Non-Promoter
But certainly there is scope for more efforts. Despite contributing a significant portion to the
talent pool, at 13%, women are still underrepresented. The percentage is much lower than
countries like Norway (39%), France (34%), UK (23%), and USA (21%). As on 31 March,
2017, only 26 boards in the NIFTY 500 had three or more women directors.21 On 31 March
2017, there were 15 companies with zero female members on board in comparison to only six
companies in the S&P 500.22
20
Corporate India: Women on Boards, Prime Database Group,
http://www.primedatabasegroup.com/primegroup_logo/Women%20Directors%20In%20India.pdf (May 1,
2017)
21
Corporate India: Women on Boards, Prime Database Group,
http://www.primedatabasegroup.com/primegroup_logo/Women%20Directors%20In%20India.pdf (May 1,
2017)
22
Gender Diversity in Boardrooms, THE INSTITUTE OF COMPANY SECRETARIES OF INDIA, 978-93-
82207-34-4 (January, 2015) https://www.icsi.edu/WebModules/CompaniesAct2013/Gender%20Diversity-
Latest20012015.pdf
23
Figure 2: Average proportion of women directors per country
3% of boards have Women Chairperson and 7% of the Executive Directorships are held by
females in the NIFTY 500 and the markets in Europe have 4% Women Chairpersons and 7%
Women Executive Directors24. But where India lags behind is, there are only 16% of
independent women directors here in comparison to 34% in the STOXX Europe 600 Index.25
26
Figure 3: Global comparison of key metrics
23
Corporate India: Women on Boards, Prime Database Group,
http://www.primedatabasegroup.com/primegroup_logo/Women%20Directors%20In%20India.pdf (May 1,
2017)
24
Gender Diversity in Boardrooms, THE INSTITUTE OF COMPANY SECRETARIES OF INDIA, 978-93-
82207-34-4 (January, 2015) https://www.icsi.edu/WebModules/CompaniesAct2013/Gender%20Diversity-
Latest20012015.pdf
25
Mahalakshmi.V, Corporate Governance and Presence of Women Director on Boards, IOSR Journal of
Business and Management, Volume 19, Issue 1. Ver. III, PP 59-64 e-ISSN: 2278-487X, (Jan. 2017).
26
Corporate India: Women on Boards, Prime Database Group,
http://www.primedatabasegroup.com/primegroup_logo/Women%20Directors%20In%20India.pdf (May 1,
2017).
X. INDEPENDENCE OF WOMEN DIRECTORS
It has been widely supported that the word "independent" should be specifically mentioned
while instructing gender diversity so that there is appointment of women directors outside the
promoter family and it does not just become a tick-box exercise. 27
The Kotak Committee has also recommended the mandatory appointment of minimum one
woman independent director.28
This comes as an addition to the existing requirement of at least one woman director on the
board. Thus, the implementation of this recommendation means the companies will have at
least one woman director and one woman as independent director.
Considering the example of BASF India. Andrea Frenzel was appointed as the woman
director in its Annual General Meeting, but after this appointment, N.J. Baliga was appointed
as an alternate director to that position on the same day29.
27
Bhattcharyya, Rica, Just a woman director or an independent woman director? Sebi to examine, ET Bureau
(May 26, 2017, 10.32 AM IST) https://economictimes.indiatimes.com/markets/stocks/news/just-a-woman-
director-or-an-independent-woman-director-sebi-to-examine/articleshow/58852123.cms.
28
Mahalakshmi.V, Corporate Governance and Presence of Women Director on Boards, IOSR Journal of
Business and Management, Volume 19, Issue 1. Ver. III, PP 59-64 e-ISSN: 2278-487X, (Jan. 2017).
29
Subramanian, N., At BASF, a woman alternative turns heads, raises eyebrows, Business Standard,
http://www.business-standard.com/article/companies/at-basf-a-woman-alternative-turns-heads-raises-eyebrows-
115081801319_1.html, (August 18, 2015 23:39 IST)
XII. RECOMMENDATIONS
The absence of any qualification or requirement in the appointment of the woman director
gives the promoters free hand to appoint anyone of their choice. Thus, the appointment can
be regulated by adding more requirements. For instance, minimum active work experience
can be a requirement so that along with adding to the pool of women leaders there is a
contribution to the value of the board.
Just one woman director might not be helpful and sufficient to extract the full potential of
gender diversity as a game changer and efficient step. The gender diversity in the company
boards can be increased in the following ways:
1. Ensuring the presence of minimum one woman independent director on the board
within18 months
2. Targeting 20% female representation by 2020.
The government cannot alone ensure to achieve gender diversity on the company boards, it is
for the companies also to accept the diversity and have such systems and procedures which
delineate discrimination and build the environment of equal contribution and cooperation.
Increase in the number of women at the senior level will send strong note of companies
appreciating, respecting and accepting diversity in opinions and proficiency – which sets the
tendency for evolving their overall governance schema.
But the step to improve the gender diversity mandates a necessary requirement of wide and
strong support and effort from the market.
Another practical substitute that uses a ‘top-down approach’ is a system of incentives and
penalties on the basis of the success of the company in achieving gender equity. As the Indian
government already has a system tax incentives to boost some business activities, this system
complements the business culture of India in a closer manner. Unlike the liquidation of a
company for non-compliance of the quota policy as in Norway, tax incentives are less
menacing. This would eliminate the thought of hiring the women just to comply with the
policy and instead would lead to more voluntary hiring.
XIII. CONCLUSION
The available research analysing the effects of instructed diversity in gender on the boards in
India is trifling due to the embryonic stage of the policies in India. Nevertheless a huge
number of global researches endorse a direct association of gender diversity and financial
performance.
The advantageous effect of the postulated gender quota will show its result in India only over
a period of few years, as the companies gradually modify the composition of the board
composition to accept women directors. This push by the policy makers for gender diversity
is the first step and has at least made a beginning in this direction. But now it is the turn of the
companies to lead such initiative. This phenomena of gender diversity should not be taken as
an act only for complying – besides changes in the structure of the composition of the board,
it also necessitates a swing in the mind-set of the corporate world. The companies need to
embrace the intention of the legislature along with their policies to secure the full benefits of
diversity.
Taking the example of the UK. In 2010, the 30% Club was launched with the target of
minimum 30% women on the FTSE-100 boards. The 30% Club, which now stands at 27%,
up from 12.5%, has now extended the target and aims at increasing the board representation
on FTSE-350 to 30% women from 23.2%, at present. In tandem – and with the purpose to
sustain the 30% achievement, it has in addition, by 2020, recognized a ‘pipeline target’ of
minimum 30% women at the key positions of FTSE-100 companies (which is at 19.4%
now).30
The decisive assessment of the effect of the forced gender diversity will be when the
companies experience and realise the difference, ensuing in a better enforcement of the
initiative. Therefore, it is believed that all the market stakeholders come together oblige and
to achieve gender diversity.
However, it should not be the aim to have “more female board members,” but female board
members with the capability as well as the credibility of holding the position. The promotion
30
Terjesen, Siri, Does the presence of independent and female directors impact firm performance? A multi-
country study of board diversity, Springer, DOI 10.1007/s10997-014-9307-8 (January 13, 2017)
of women into roles where they get the exposure and become experienced is necessary. And
then the only need will be sponsoring the “discovery” of these talents.
The need of the hour is experienced people of all types, including men and women, who
commit to serve boards efficiently and effectively. The dearth of important problems
regularly faced in the corporate world is deep which will surely be benefited from a fresh
perspective. Imposing quotas might quickly show change, but to have them hold the value
and respect and have their ideas to be acted upon, the board should embrace the women with
open hands, and there should not be any force or pressure. This might mean a slower change
in the makeup of boards but the consequence of real change will be faster.
XIV. REFERENCES
Ahern, K.R. & Dittmar, A.K, The Changing of the Boards: The impact on firm valuation of
mandated female board representation, Quarterly Journal of Economics, 127(1), pp. 137–197
(2012).
Banaszak, Lee Why Movements Succeed or Fail, Princeton University Press (Aug 5, 1996).
Carter, David A., Frank D’Souza, Betty J. Simkins and Gary Simpson, The Gender and
Ethnic Diversity of US Boards and Board Committees and Performance, Corporate
Governance: An International Review Vol. 18 (5), pp. 396-414 (2010).
Fairfax, L.M., Clogs in the Pipeline: The mixed data on women directors and continued
barriers to their advancement, Maryland Law Review, 65(2), pp. 579–624 (2006).
Gerson, Kathleen, The Unfinished Revolution: Coming of Age in a New Era of Gender, Work,
and Family, Oxford University Press, (15-Dec-2009).
Ibarra, H., The EU’s Boardroom Quota Battle Is over, but Women Cannot yet Rest, Forbes
http://www.forbes.com/sites/insead/2012/11/19/the-eus-boardroom-quota-battleis-over-but-
women-cannot-yet-rest (November 19, 2012).
Mahalakshmi.V, Corporate Governance and Presence of Women Director on Boards, IoSR
Journal of Business and Management, Volume 19, Issue 1. Ver. III, PP 59-64 e-ISSN: 2278-
487X, (Jan 2017).
Miller, Toyah and Maria del Carmen Triana, Demographic Diversity in the Boardroom:
Mediators of the Board Diversity-Firm Performance Relationship, Journal of Management
Studies 46:5, pp 0022-2380 (2009).
Sarkar, Jayati, Women on Board and Performance of Family Firms: Evidence from India,
Indira Gandhi Institute of Development Research, www.igidr.ac.in/pdf/publication/WP-2015-
026.pdf (October 2015).
Terjesen, Siri, Does the presence of independent and female directors impact firm
performance? A multi-country study of board diversity, Springer, D0I 10.1007/s10997-014-
9307-8 (January 13, 2015).
Upadhyay, Mala, The Indian Company’s Act 2013 – a boon or bane to Sustainable
Development, IoSR Journal of Business and Management ,Volume 19, Issue 7. Ver. V., e-
ISSN: 2278-487X, D0I: 10.9790/487X-1907050816, (July 2017).