Monday, December 2, 2019

Kochhar saga tests corporate governance norms

                                 Board's conduct to come under legal scrutiny

           
          This is about the former chief executive officer of ICICI Bank Mrs Chandha Kochhar. She was forced to resign from her post earlier this year. The conduct of the bank following this has come under scrutiny. Bombay High Court has questioned this move since they gave her a clean chit in March 2018. There was an inquiry ordered by the board of directors  in June 2016, to be conducted by retired Supreme Court Justice B.N. SriKrishna. In October 4 the bank communicated with the stock exchanges that they had accepted Kochhar's request for retirement, they claimed that this would not affect the inquiry instituted by the board.

          Mrs. Kochhar claims that her termination was "Illegal, untenable and unsustainable" in law. The termination did not take any permission from the Reserve Bank of India, this is a breach of statutory obligation. Corporate lawyers claim that the issue was mishandled and showed poor judgement on part of the board. They first gave her a clean chit and even when the scandal broke out in the media the chairman defended Mrs. Kochhar's actions claiming all loans to Videocon was above board. A Mumbai based lawyer who wished to remain anonymous said, "An independent investigation should have been the first step in handling such serious corporate governance crisis".

           A U.S. based proxy firm Glass Lewis advised the ICICI shareholders to vote against the proposal against to elect Kochhar because of significant legal and regulatory issues. This forced Kochhar to seek early retirement. "Shareholders owned good governance transparency and accountability and that was missing in the entire controversy" mentioned another lawyer. In January 30 the SriKrishna report indicted Mrs. Kochhar forcing the board to terminate her, but this report was never made public.

          This quid pro quo case was proved by many investigating agencies like Central Bureau of investigation and the enforcement directorate but non of them was able to charge Mrs. Kochhar. She remains innocent until a court is able to indite her and giving her a strong case in this issue of wrongful termination.

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