PART 1

DIARY OF AN INDEPENDENT DIRECTOR

Who is an Independent Director?

PART ONE: The Rule Book
(Or: What They Told Me Before They Let Me In)

Chapter 1      The Companies Act Speaks: Section 149 and Its Many Ambitions

Chapter 2      SEBI Joins the Party: LODR and the Listed Company Labyrinth

Chapter 3      The Fine Print Nobody Reads: MCA Circulars, IICA Registration, and the Data Bank

Chapter 4      Other Hats: RBI, IRDAI, SEBI-Regulated Entities, and the Art of Wearing Multiple Crowns

PART TWO: The Appointment
(Or: The Letter That Changes Everything)

Chapter 5      The Letter of Appointment: Reading Between the Lines

Chapter 6      The Induction That Wasn’t

PART THREE: In the Room Where it Happens

Chapter 7      The First Board Meeting: Baptism by Agenda

Chapter 8      The Audit Committee Convenes

Chapter 9      CSR: Conscience, Compliance, or Both?

Chapter 10    NRC: The Committee That Decides Who Decides

Chapter 11    A Storm in the Boardroom: Board Meeting II — The Acquisition Vote

PART FOUR: The Exits and the Lessons

Chapter 12    The Resignation Letter I Had to Write: On conscience, consequences, and the letter that cannot be unsent

Chapter 13    Liability, Litigation and the Long Shadow of NCLAT: On what happens when the regulator comes looking

Chapter 14    The Fee, the Conscience and the Mirror: On what independent directors are paid, what they are worth, and what the cheque costs

Chapter 15    10 Dos and 10 Don’ts for the Independent Director: Hard-won, imperfectly followed, offered
without apology

EPILOGUE: Independence is a Practice, Not a Certificate

PART 2

ALMANACK FOR INDEPENDENT DIRECTOR

Why this Part exists and who it is for

Chapter 16    The Mirror Before the Boardroom: On knowing yourself before you govern others

Chapter 17    The Seat You Occupy: On the nature of the independent director’s role

Chapter 18    The Art of Asking the Right Question: On inquiry as the director’s most powerful tool

Chapter 19    Reading the Room — and the Numbers: On financial literacy and the language of the boardroom

Chapter 20    The Promoter, the CEO, and You: On managing the most important relationships in the boardroom

Chapter 21    When the Room Goes Quiet: On dissent, disagreement, and the courage to stand alone

Chapter 22    Red Flags and the Art of Seeing them Early: On governance failures, warning signs, and your instincts

Chapter 23    Committees: Where the Real Work Happens: On audit, nomination, remuneration and risk committees

Chapter 24    The Minority Shareholder’s Silent Voice: On who you truly represent

Chapter 25    On Reputation, Liability and the Price of a Signature: On what you put at risk every time you sign

Chapter 26    When to Stay, When to Walk: On resignation as an act of governance

Chapter 27    Time, Tenure and the Trap of Familiarity: On the slow drift from independence to comfort

Chapter 28    The Board that Works and the Board that Doesn’t: On board culture, dynamics and collective wisdom

Chapter 29    Letters to a Young Independent Director: What you wish someone had told you before your first board meeting

Chapter 30    The Thirty Mirrors: What the governance failures had in common

Chapter 31    Governing in India: On the particular demands of independence in a promoter-led, relationship-saturated, and rapidly evolving governance landscape

 

Chapter 32    ESG and the New Accountability: On sustainability, stakeholder responsibility, and the governance of the company’s relationship with the world beyond its balance sheet