The panel discussion had industry experts discussing the aspects of risk mitigation & corporate governance with a focus on synergies & dissimilarities between the two.

Panelists:

Amit Prabhu, Executive Director – Puma

Pratap Swarup, CFO, Bestseller

Riaz Ahmed, Head – Finance, IT and Logistics, ITC – LRBD

S Kannan, CFO – Arvind Lifestyle

Moderator: Amar Chintopanth, Director, C C Chokshi Advisors

Opening Remarks

Amar Chintopanth, Director, C C Chokshi Advisors

We often use Risk Management & Corporate Governance interchangeably. But are they really same?

• Corporate Governance (CG) and Risk Management (RM) are used interchangeably. There similarities and differences are the focus of this panel discussion.  Other questions to debate:
  • RM can be imposed by management diktat – can CG be imposed?
  • For listed companies – CG has been imposed. Can it be done for all companies?
  • How do independent directors influence CG? 

Relationship between Risk Management & Corporate Governance

Amit Prabhu, Executive Director, Puma

Risk Management is an important part of Corporate Governance.

• Risk Management is independent of Corporate Governance. It is also a part of CG.
• For instance, our Bangladesh unit saw an immediate 40% decline in sales, when their factory structures collapsed due to lack of basic risk management structures.
• CG is self imposed.
  • The board is responsible for CG – but the CFO is responsible for compliance.
  • Culturally, Boards and the CFO have to push for the evolution of CG.  Implementing structures such as a “Whistle-blower policy”  is the first step.

 How company can discharge their Corporate Governance responsibilities with the required level of care?

Pratap Swarup, CFO, Bestseller

Risk management is a subset of business. Corporate governance takes care of the entire business.

• Corporate Governance is different from strategy and innovation.
• Balancing between the interest of the various stakeholders is mandatory.
• Strategy is to quantify and qualify risk.
• Analyze the best practices to keep the business transparent.
• CFOs play a major role. They have a reach across various functions. CFOs should have a parallel reporting to the board.

Relationship between Risk Management & Corporate Governance

Riaz Ahmed, Head – Finance,  IT & Logistics,  ITC – LRBD

Corporate governance has been the DNA of ITC.

• Risk  Management is managing the balance of risk and reward. It is a subset of Corporate Governance.
• CG is to be self-imposed. Everyone should have uniformly calibrated moral compass.
• All companies irrespective should come under or adopt codes of corporate governance.
• For corporate governance,  holistic approach &  a change in the mindset is required in the organization.
• Risk management is a subset of business. Corporate governance takes care of the entire business.

It is easy to impose risk management on an organization. Can same be said about corporate governance?

S. Kannan, Sr. VP & Chief Financial Officer, Arvind Lifestyle Brands Ltd.

Corporate governance is like a “movement” – it can be enabled, not imposed.

•   Corporate Governance is like a ‘quality movement.’ – it can be enabled, but not imposed.
•   Currently,  Corporate Governance is seen as a regulatory requirement.
•   In the retail value chain, we are interdependent. A problem at one level effects all. Hence, we should have CG in place to take care of the entire value chain.
  •    Rating of the boards should be done.
  •    Disclosure norms should be uniform and done in a right manner.
  •    We should have CRO (Chief Reporting Officer).

Conclusion

• RM & CG are different.  CG should be in the DNA of the organization.  CG & RM move across the tangible and the intangible such as the Brand.
• CFOs have a significant role within the powers conferred.
• CG takes time to evolve.
• While CFO is responsible for Risk but the CRO is responsible for directional indicators.