Who Is Watching India’s Boardrooms?
KPMG was conducting an internal audit at Coforge when it flagged lapses in disclosure and governance around the company’s board evaluation.
The exercise had proceeded under O P Bhatt, the non-executive independent chairman, and the audit found that he had not shared the complete findings with the board or with its Nomination and Remuneration Committee.
Bhatt resigned abruptly after the review, and the independent director D.K. Singh resigned shortly after him.
Beth Boucher became chairperson of the committee, Vivek Sharma took over as interim chairperson until January 31, 2027, and the company’s shares fell seven per cent.
The episode points past one chairman to the question of who holds an evaluation’s results.
Directors evaluate their board to learn how they perform, and this evaluation ran under the person whose own office falls within its scope, since board leadership belongs among the standard subjects of such reviews.
Coforge employs more than 45,000 professionals in delivery centres around the world, serves clients in banking, insurance, travel and healthcare from its Greater Noida headquarters, and is listed on the BSE and the NSE.
A company of that size saw its full findings stay with one man, and the issue came to light because an internal audit happened to be under way.
Indian law leaves that discretion intact.
The Companies Act 2013 made board evaluation mandatory, and the SEBI listing regulations, effective from December 2015, direct........
