Independent Directors’ Databank with its initiative on Directors’ Colloquium propose to engage Independent Directors in dialogue with experienced professionals around the world for learning from their experiences while working with the boards and transforming the tacit knowledge for the betterment of the practice of the emerging professional in India.

With this aim, a Power Talk titled “Dynamics of the Independent Director Profession” was delivered by Dr Chris Pierce, CEO Global Governance Services Ltd on July 21, 2020. It oriented them about the dynamics of the profession while exposing them to their role in accordance with the regulatory framework and also towards the key aspects independent directors could focus for emerging as a true professional in the boards. The discussions straddled across various challenges the professional face amidst radically changing corporate governance eco system.

The Power Talk was moderated by Dr Niraj Gupta, Nodal Officer, Independent Directors’ Databank and attended by more than 350 directors of various public and private sector companies.

The speaker structured the talk covering the three key areas - Law and its relationship with Independent Directors; Role of Professionalism and Profession of Independent Directors; and Future trends for the profession in India. The excerpts of the talk and discussions have been captured as under:

(1) Independent Directors and the law

Dr. Chris Pierce continued the discussion by mentioning that as per the data provided by the International Finance Corporation (IFC), a member of the World Bank Group, India is doing well by being the top ten improvers in doing business for the third straight year and is ranked 63 among the 190 countries. He also said that India is at the forefront of the governance development as a result of Companies Act, 2013 and SEBI though a lot still to be done in terms of implementation and execution.

Taking the discussion forward, he pointed out that Companies Act, 2013 codified the duties of directors and there are two duties specified in section 166 of the said Act which stand out because they are unique in the world and not yet been adopted by any other country. These duties are:

(i) The directors should act in the best interests of the company, its employees, the shareholders, and the community and for the protection of environment.
(ii) The directors should exercise Independent Judgment.

He also emphasized the importance of section 149 of the Act where there are 14 requirements associated for being an independent director and also the Code of Conduct for Independent Directors as given in Schedule IV to the Companies Act, 2013. He also heaped praise on the uniqueness of the Code.

Moving the discussion forward, he threw light on the reasons for the importance of Independent Director by stating that both the Companies Act, 2013 and SEBI made provisions regarding them. The law has also prescribed the liabilities of Independent Directors. Further, Independent Directors have to declare that they meet the criteria of independence. SEBI (LODR), Regulations says that the Independent Directors should also give a declaration that they are not aware of any situation that could impact their ability to discharge their duty.

(2) Independent Directors and Professionalism

The speaker also specified some of the characteristics of a profession and pointed out that the Independent Directorship is indeed a profession in India in terms of the following:

(i) Establishment of a National Association – Independent Directors Databank under the initiative of the Indian Institute of Corporate Affairs.

(ii) Complex body of knowledge and skills – This is also true as the laws in India have highlighted certain technical skills/experiences or behavioral competencies and attributes which are expected in case of an Independent Director.

(iii) Code of Conduct – Schedule IV of the Act contains provisions regarding code of conduct.

(iv) Training – Forty Two E – learning Modules are there as a part of the learning management system to those Independent Directors who register themselves on the database.

(v) Assessment – The Online Proficiency Test which was started in 1 March, 2020 has been a platform to assess the competency of an Independent Director.

(vi) Continuing Professional Development - It is also important as several initiatives has been taken recently by conducting Webinars, Master Classes and Power Talks to imbibe and strengthen the culture of continuous professional development and growth on the part of Independent Directors.

(3) The Future

The discussion was made more thought provoking by delving into the future and emphasizing that effective board requires Independent Directors to deal with the impact of Covid. Moreover, in view of the present pandemic, various relaxations were given to the Corporates by the Regulators such as relaxation from attending physical meeting, extension of time for various regulatory filings, giving an opportunity to the company to hold Board Meetings and General Meetings through video conferencing etc.

He further pointed out the following areas which needs a rethinking on the part of Independent Directors:

     Business Model and Strategy Revisions

    Responsibility for health in workplace

    Supply Chain Management

    Liquidity and Solvency Management

    Relationship Management with the shareholders

    Relationship with other key stakeholders

A positive aspect which has been witnessed recently and also pointed out by the speaker is that the boards are meeting more frequently and pressurizing the management to disclose more information. At the same time, Independent Directors are also advised to ignore micromanagement and willing to contribute and maintain relationship with the management. The speaker concluded the session by stating that there has never been a better time to be an independent director. The opportunities to make a difference and add value to the company are immense.

Finally, with an objective to engage with the participants more effectively, the program conducted a question-answer session. The questions were addressed by the speaker to the satisfaction of the participants.

Friday Webinar on “Challenges of Emerging Market Restructuring in the Age of COVID-19” with Mr. Steven T. Kargman, Founder and President of Kargman Associates, NewYork & Founding Member of the International Insolvency Institute on 10.07.2020 at 6:30 pm. The main agenda of the webinar was to discuss the challenges of the emerging markets effects of global slowdown, sharp drop in commodity prices, decline in foreign tourists, and significant decline in remittances from overseas workers.

03 July, 2020

Centre for Insolvency and Bankruptcy, IICA continued with “Friday Talk Series”, a series of web talks bringing together academicians from top-notch universities across the world to deliberate upon the Impact of COVID-19 on Insolvency laws. Friday Webinar on “The Impact of COVID-19 on Insolvency Laws and Practice in China” with Dr. Zhang Zinian, University of Leeds, England on 03.07.2020 at 2:00 pm. The discussion was done to understand the impact of insolvency regime in China also drawing comparison to countries like Singapore, US and India.

Expert Talk on “Indian Economic Reforms” with Prof. Pronab Sen on 16.07.2020. Prof. Pronab Sen briefed students about the various reforms in the Indian economy of the years, the current states of Indian Economy and the changes it has undergone. He also briefly talked about the economic practices adopted by various governments.

Expert Lecture on “Public Finance” with Dr. M. Govinda Rao Member, Fourteenth Finance Commission, Former Director, National Institute of Public Finance and Policy, New Delhi on 18.07.2020. Dr. Govinda Rao helped the students understand in depth the public financing system in India , low levels of expenditure on physical and social infrastructure, the emergence of GST in India, large deficit and high levels of interest payments.

Expert Lecture on “Economic aspect of Insolvency laws” with Susan Thomas, Faculty, Indira Gandhi Institute for Development Research, Bombay on 18.07.2020. Susan Thomas in an extremely insightful session put light upon the Economic aspects of the insolvency laws, its regulation the effects of Covid-19 and gaps that need to be filled in the existing IBC laws.

Expert Talk on “Constitution and Economic Freedom” with Ms. Shruti Rajagopalan, Senior Research Fellow, Indian Political Economy and Emergent Ventures India on 22.07.2020. In an insightful session Shruti talked about the Indian Constitution and its amendments laying down interesting day to day examples for a better and a holistic understanding.

Virtual Debate on “Restricting the number of assignments to be handled by an IP” was held on 25.07.2020. The debate took place amongst the GIP students while few spoke for the motion and few against the motion which was attended by various industry experts, acclaimed thought leaders and Dr. M. S. Sahoo, Chairperson of the Insolvency and Bankruptcy Board of India.

The School of Competition Law and Market Regulation & Forum of Indian Regulators (FOIR) Centre at IICA conducted several webinars as part of an International webinar series to create awareness on various regulatory concepts, issues and international best practices. The webinar series covers a range of topics from the field of regulatory affairs and market regulation & engages speakers from across the globe including academicians, subject experts and senior regulatory officials. The participants of the webinar series include officials from FOIR member organizations, government officials, academicians and others working in the field of competition law and market regulation.

Dr. Pradyumna Bhagwat, in his session explained the concept of dynamic tariffs for electricity retail at household/small consumer level. He apprised the participants on the tariff design/structure adopted by various countries such as Europe, US, Japan and many others across the globe. He used diagrammatic representation and case-based approach and gave numerous examples to elaborate the tariff determination process and its related aspects. At the end of the session Dr. Bhagwat shared key insights for the regulators and takeaways from the session. The participants included several senior regulatory officials of FOIR such as Mr. Dinesh Sarraf, Chairperson, PNGRB, Mr. M.K Goel, Chairperson, JERC’s, Goa &UT, Mr. ArunGoyal, Member, CERC, Mr. Satpal Garg, Member, PNGRB, Dr. V.K Garg, Former chairperson, JERC’s and many other dignitaries.

The session on “Cartel Enforcement and Competition Law” provided insights on the working of the European commission and tools adopted by them for cartel enforcement & identification of competition issues arising out of digital advancements. Ms. Tierno Centella apprised the participants about an e-leniency tool provided by the EU commission for filing corporate statements and other submissions in the context of leniency, settlement, and non-cartel cooperation proceedings. She also referred to an “Anonymous whistle-blower tool” used by the EU for timely detection of frauds by inviting all kinds of corporate disclosures from the whistle-blowers. She used diagrammatic representation and case-based approach and elaborated the processes & methodology adopted by the EU Commission for efficient cartel enforcement. The participants include several senior regulatory officials from across the country such as Mr. G.S Rajamani, Founding member, CERC, Mr. Tapan Chatterjee, Former Member AERC, Guwahati etc.

Dr. Peter Whelan’s presentation was based on Criminal enforcement of Competition Law where he put across discussion points on the desirability of introducing criminal cartel sanctions and shared recommendations of the jurisdictions considering cartel criminalization. The participants include senior regulatory officials from various regulatory commissions such as the Competition Commission of India (CCI), Central Regulatory Electricity Commission (CERC) and others working in the field of competition law and market regulation, which were effectively answered by Dr. Peter Whelan. He explained the Deterrence theory in detail and covered several arguments on the size of a deterrent fine, the deterrence gap, criminal sanctions fulfilling the deterrence gap and summarized the discussion points. Dr. Whelan elaborated the problematic issues in cartel enforcement & referred to his book titled “The Criminalization of European Cartel Enforcement” which talks about the theoretical, legal & practical challenges in Cartel criminalization in detail.

Laura Galindo-Romero briefed the participants on the adoption of AI regulation strategies across the globe, also stating that there has been a limited activity on framing regulations globally. Ms. Laura, in her presentation shared a global landscape depicting the adoption of National AI regulation strategies across the globe from the year 2016 till date. She raised several points of discussion on the emerging issues & concerns of AI technology & its regulation and further elaborated the 10 OECD principles on regulating AI. The participants received insights on the global perspective of Artificial Intelligence policy making strategies adopted by several countries. She explained the three approaches to AI Regulation i.e. Global/Multilateral, Regional & National approach. She also highlighted that India has the highest AI skills penetration. The participants include senior regulatory officials from several regulatory bodies across the country including Competition commission of India (CCI).

The FOIR Centre at IICA organized the 21st Annual General Body Meeting of the Forum of Indian Regulators (FOIR) on 10th July, 2020 through video conferencing. The meeting was chaired by Dr. R.S Sharma, Hony. Chairman, FOIR & Chairperson, TRAI. The attendees of the AGM included the General Body Members of FOIR consisting of the Chairpersons and Members of FOIR member organisations & Hony. Members of FOIR, who are former Chairpersons/Members of FOIR member organizations. This year the AGM was conducted over a virtual platform considering the health risks and difficulty in ensuring the physical attendance of the members due to the Covid-19 pandemic. The meeting ended with vote of thanks from Dr. R.S Sharma, who also shared his experience of serving FOIR as Chairman and apprised the participants of his upcoming retirement. The general body members thanked him for his contribution and wished him all the best for his future endeavours. The General Body Members of FOIR also appreciated the efforts of FOIR Centre, IICA in organising the first virtual AGM of FOIR.

IICA Knowledge Resource Centre has provided all the digital services uninterrupted during the COVID-19 Pandemic. Users are accessing the digital resources remotely with the KRC-RemoteXs facility. Apart from the subscribed the following databases were also provided to the users :

During the COVID-19 Pandemic the KRC services are being used uninterrupted. The following databases were subscribed during July WESTLAW and Hein International. 465 plus books were added in the knowledge resource centre from the funds received from the SBI grants. All these books are related to Insolvency and Bankruptcy and allied areas.

KRC has provided Online KRC Membership and supports the users in accessing the digital content to the users. Full-text e-resources to the individual users as per their request is also an additional feature. KRC is managing e-newspaper and magazine service to its users on a daily/weekly basis. KRC has subscribed to emagster.com where more than 13000 e magazines and newsletters are being provided through digital mode. The Institutional repository developed by KRC using Dspace an open source software now has more than 1185+ books, articles, case studies etc on various subject areas of Corporate Affairs which is highly being used by the users for their academic and research purpose. KRC is also managing email campaigns to alumni about the institute's ongoing webinars, panel discussions and current course curriculum.