An effective Board

1. Board Performance
K V Ramesh
© 2010 K V Ramesh

2. Functional Board Structure

3. Board Committees
Independent
Chairman CEO/MD/ED Directors
(Non-ED)
Nomination/
External Governance Corporate Officers
Auditors Committee CxOs
Non-Financial Business Directors & CxOs Appreciating Assets
Capital Structure Financial Audit
Statutory & CSR Advisory Remuneration Audit
Committee Committee
Audit Committee Committee Committee Committee*
Charter Processes Measures Performance Feedback
Independent Directors to Chair the Committees
Note: Additional committees are as needed mostly temporary

4. Appreciating Assets Audit Committee
 The differentiators in the 21st century are the
appreciating assets:
 People / Process / Technology
 The appreciating assets should be reviewed for:
Interoperability
Reliability Portability
Appreciating
Assets
Scalability Reusability
Upgradeability

5. Notable Special Committees
 Risk Management Committee
 The validity of the risk mitigation strategies should be reviewed,
deliberated, and minuted
 Succession Planning Committee
 Grooming potential CEO aspirants to assume Leadership should
be a formal activity
 Green Management Committee
 Green Assets (CDM, Carbon Credits etc) Building should be
mandated and reviewed as they form shareholder value

6. Monitoring & Oversight
 The recent corporate scandals have resulted in the Corporate
Governance under the magnifying lens
 Current level of disclosures can help you win awards and still have
room for scandals
 Ensure the CEO/CFO sign-offs on company’s financial reports
 Establish the code of conduct to cover trading in company securities

7. Management Analysis & Discussion
 The Annual Report presents the
Management Analysis & Discussion
section with strategy, outlook, risks, ?
mitigation etc as perceptions (and
NOT a forward-looking statement! ) of
the Management
 Supporting evidence should be
included as means for validation Source: xyz…

8. Paradigm Shifts demand Assets Write-off
Markets Technology Delivery Aspirations
Infrastructure Assets
Businesses need to continually rewire the infrastructure assets to stay on top
The renewal process accelerates with time
The full Board should drive Change to stay relevant

9. Board Contribution (Selection Criteria)
Advisory Branding/Integrity
Best Practices Access to Capital

10. A Functioning Board
Contact me
for further discussions at
the.kvr@gmail.com