Independent Directors as gig workers. Just like Zomato. Paid per appearance. Like lawyers defending you. If they don’t do a good job, you reduce their appearances. Or like Zomato per delivery. Or per delivery billed as per appearance.
Independent Directors are required to pass an exam. But has anyone checked or reported if they have. I picked up a marquee balance sheet as a test case. It specifically mentions that a particular independent director is required to clear the exam. It even mentions that “he is not exempt”. Note this director was removed as CEO of a Bank for not being “fit and proper”. I went through every subsequent annual report for details of passing the exam. Complete silence. I then looked up exam results. No report of this person having passed. Is it the responsibility of the company to check if the Independent Director has passed the exam or not.
But it doesn’t end here. Like Zomato gig workers, Independent Directors get a sitting fee to attend board meetings. But they also get paid to attend other meetings. Such as a canteen review meeting. Or an audit committee meeting. The whole idea was that there should be no incentive for the independent director to loose his or her independence chasing gig income.
Now let’s see how many paid meetings they attend and the fee per meeting. Seems the fee is between Rs 1 lac and Rs 5 lacs. Usually companies have between 4 and 10 board meetings a year. But some of our directors are so active that they even do 160 meetings a year.
What is even better, it is possible that they are just paid like Zomato gig workers. On a per delivery basis. It is just converted into meetings for accounting purposes. So if some work has to be done for a fee of Rs 5 crores then it is shown as 100 meetings at Rs 5 lacs each. It is not that a 100 meetings actually take place.
Now why does this happen.
Let us take the case of the HDFC Chairman. He has to face the brunt of everything from his conscience to my LinkedIn posts. And he got a paltry Rs 20 lacs or so as Director Board meeting sitting fee. But he made Rs 65 lacs or Rs one lac (could be wrong) and 45 other meetings. But yet in the TV interview he says he was only concerned with the regulator and had no idea about how the company was running. So what were the meetings for ? And where are the minutes and recordings of those meetings.
The need for privacy is often a cloak for opacity. And opacity in any form is undesirable. Sure, sensitive matters such as proceedings of sexual harassment committees can be selectively blanked out.
The search is for fully dependent “independent directors”. It was such a joke in Tata Sons where the three independent directors were dependent or related.
Further the legendary Ramadorai is Chairman Chandrasekhars father in law, whose brother then led TCS. And guess what – as per Companies Act, a son in law is not a related party. Only blood relatives and spouses are.
The world is round. As they say.
#365
2026