Yes Bank, IL&FS, DHFL, Jet Airways, the ADAG group, Zee, PTC India, and many others before and after that—the list of promoters of Indian companies accused of corporate governance lapses is just getting longer. Many Indian companies seem to be united in inadequate board-level supervision and the nexus between promoters, auditors, rating agencies, and others. The latest to join that list is Dish TV, though the promoters have strongly and predictably denied any wrongdoing. The battle between Dish TV’s minority investors and promoters has been a long-drawn one, and the matter must be taken to its logical end. Corporate governance is one of the most neglected corners in the overarching framework of ethics and transparency across many companies, and it’s the minority shareholders who pay most dearly for this lapse. Though there have been many reforms over the years to improve governance, the stranglehold of promoters over listed companies continues to remain a big stumbling block. Though there are notable exceptions (the CG Power board ousted Gautam Thapar for alleged fraudulent activities; more recently, PTC India saw four of its six non-executive independent directors resign from the board raising concerns over governance issues and the “cavalier attitude” of the management towards independent directors) and some company boards do provide strategic guidance, the role of a large number of independent directors has come under the scanner due to their inclination to remain mute spectators even as errant promoters unabashedly flout norms and guidelines.

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