This refers to the Q&A with Omkar Goswami “A director’s term should not be mandatory” (August 5). Surely the independent directors who joined Satyam must have found the company passing the “smell test”, since some of the most famous statutory auditors were polishing its accounts. Goswami admits that if a company wishes to hide things from its independent directors, it can. So the smell test fails here.
In my opinion, independent directors should be made responsible for what is discussed in board meetings. But we cannot improve corporate functioning by merely making independent directors responsible. Full-time directors and managing directors and often the chairman (in a family set-up) are the people who really run the show. They can jointly manipulate the accounts and the direction of the company. And we must hold them squarely responsible rather than finding scapegoats in independent directors.
Sukumar Mukhopadhyay, on email
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