3 weeks ago
Fix the boardroom, and the rest of governance follows
Two business leaders wrote an opinion piece about how companies should be run.
They say that following rules and filling out forms is not enough.
The people who watch over a company, called a board, need to make smart choices.
Right now, many boards just say yes to whatever the managers want.
The authors say boards should ask questions before big decisions are made.
Boards should look at risks and plans before it is too late to change them.
They should get short, clear information instead of huge piles of paper.
Board members should be encouraged to disagree and talk without managers listening in.
Choosing new board members should be planned carefully over time.
The big idea is simple: fix how the board works, and everything else gets better.
The authors argue that governance codes, committees, and compliance calendars matter but are not sufficient on their own.
Boards should shift from reviewing and ratifying management decisions to stewarding strategy, according to the article.
The article recommends boards engage strategy and risk before options close, using issue papers and scenario trade-offs.
It proposes fewer, sharper information materials, such as risk heat maps and leading indicators, instead of lengthy decks.
Other recommendations include a strategic lens on related-party transactions, engineered dissent, and actively planned board composition.
- Who
- Shailesh Haribhakti, Chairman of Shailesh Haribhakti & Associates and Non-Executive Chairman of Blue Star Limited, and Ajay Goel, Group CFO of Vedanta
- What
- An opinion article arguing that governance rules alone are insufficient and that boards must shift from oversight to active stewardship of strategy and risk
- Where
- Not explicitly stated; the piece discusses India's Companies Act and SEBI's LODR alongside international codes, implying an Indian corporate context
- When
- Not specified in the article
- Why
- Because, in the authors' view, rules constrain bad behaviour but do not manufacture good judgment, making boardroom behaviour the decisive factor in governance
Key facts
- Article type
- Opinion column
- Authors
- Shailesh Haribhakti and Ajay Goel
- Haribhakti's roles
- Chairman of Shailesh Haribhakti & Associates; Non-Executive Chairman of Blue Star Limited
- Goel's role
- Group CFO of Vedanta
- Codes referenced
- G20/OECD Principles, UK Corporate Governance Code, Sarbanes-Oxley, India's Companies Act, SEBI's LODR
- Core argument
- Boards must shift from reviewer to steward
- Key claim
- Rules constrain bad behaviour but do not manufacture good judgment










