Business Standard

<b>Devangshu Datta:</b> IDs made in heaven?

How "arranged marriages" can be used to match independent directors with businesses

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Devangshu Datta New Delhi

My US-bred niece dearly loved her grandfather. She came to Calcutta every year, first with her parents and then on her own with friends. She and her Dadu chatted about everything under the sun.

As a Phd student, she scraped up enough to see him one last time when he was dying. He concealed his joy under brusqueness, “Shouldn’t you be concentrating on your thesis instead of being on holiday?” She exploded, “Dadu! You’re a typical Asian!”

Her American friends consider her the typical Asian. She has a bagful of Ivy League degrees and a challenging and well-paid IT job. Her boyfriend is a Hyderabad-born American WASP, who teaches Urdu and Persian poetry.

 

One of her friends is a girl I’ve known for most of her 30-odd years. Also of Indian origin, she teaches corporate law. She’s lesbian, writes (deliberately) funny poetry and very abstruse theses on specific performance of contracts. She’s been to India several times with her companion, who is a geologist of Polynesian origin.

None of them would ever dream of contracting an arranged marriage (AM). But all four grok the concept. The Indians and the Polynesian hail from cultures where AMs are still the norm. The American has grown up with Indian mores.

As it happens, each is an Independent Director (ID) at a different American business. Each has received more offers of directorships. All have treated such offers the way a modern Indian family would negotiate an AM. They met the company officers formally and informally. When sure of a fit, they went on board. Otherwise, “Rishta nahi hua” (the relationship was not consummated) as one said.

The processes of AMs are ideal for mixing and matching IDs and businesses. All the pro-AM arguments hold good for IDs — check for overall compatibility, intellectual fit, financial comfort, etc. The cons are irrelevant. Promoters need not share a bed with an ID. Tastes in cooking and serials are relevant only if the business is cuisine or entertainment.

The ID fits seamlessly into the same Asian matrix that recognises second cousins’ spouses’ siblings as (extended) family. The same processes can be used to find them and deal with them. Everybody “adjusts”, if one may use the word in its Indian sense.

The crony capitalists to our East have all been successful at maintaining tiger-ish growth rates and opaque operating styles for many decades. Their listed businesses are in compliance with the letter of western codes of corporate governance. But they run those businesses exactly as they please, despite constituting boards with IDs. They too also understand all about AMs.

But in an AM, everyone also does their math, whether it is crassly reduced to the net present value of a dowry or not. This is why I suspect the entire concept of an ID is called into question.

If the ID brings something of real value to the business, the ID’s fees are never going to be enough to counter-balance the potential rewards for being otherwise invested in the sector. The more successful and profitable the business, the less sense it makes for the ID to stay an ID rather than to work, consult or invest in the business, or in one of its rivals, if it’s a high-growth sector.

That conundrum points to clear, present and future conflicts of interest. How exactly can these be resolved? Do companies look the other way if the ID is not really “I”? Or do they induct impressive names on boards knowing these people will not really add value? AMs do include means of adjusting to adultery. But I am not sure the analogy can be stretched far enough to make those apply to IDs.

Disclaimer: These are personal views of the writer. They do not necessarily reflect the opinion of www.business-standard.com or the Business Standard newspaper

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First Published: Jan 17 2009 | 12:00 AM IST

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