A boards composition is determined by an interplay between regulatory obligations and a company’s own requirements.
In the last decade boards have changed in both obvious and less apparent ways. This transformation has been driven by the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirement) Regulations, increased pressure from shareholders, and changes that boards themselves have initiated.
The most noticeable change is the presence of women on boards. Just before the new Companies Act was rolled out in 2014, only one in twenty directors was a woman. This ratio is now closer to one in five.
The mix is tilting towards independent directors. 26.7% of the board comprised independent directors in 2015 (1241 independent directors out of a total 4654 directors). This number is now at 42.7% (2066 independents out of 4724 directors in March 2023 ).
Several other parameters – board independence, non-independent chair, over-boarded directors all point towards change and a greater awareness at the board level of the increased expectations from boards by all stakeholders, including the investors and regulators.
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