A Deep Dive into Committee Effectiveness

As part of the Directors Development Program, a distinguished panel of board leaders and governance experts came together to explore the evolving role of board committees in shaping effective corporate governance. Moderated by Vineet Hemrajani, Managing Partner at Egon Zehnder India, the session featured Neelam Dhawan, former Managing Director of HP India and Microsoft India, and Kewal Handa, former Non-Executive Chairman of Union Bank of India.

Drawing on decades of experience across public and private sector boards, the panel delivered a candid, practical, and deeply insightful discussion on how committees can be structured and led to drive meaningful impact.

The conversation began with a focus on committee composition—an area often seen as constrained in public sector banks due to government-appointed directors. Kewal Handa challenged this notion, stressing that strategic influence is still possible.

“We identified two or three critical areas—IT and marketing—and lobbied the government to get the right people,” he explained. “You can’t afford to lose that battle. Board leadership must proactively advocate for the skills their institution needs rather than passively accept appointments.”

Neelam Dhawan, drawing on her private sector experience, emphasized the value of a skills-based approach, citing SEBI’s skills matrix as a powerful tool for identifying capability gaps.

“We assess what’s missing—finance, tech, governance—and then actively seek out the right people,” she said. While private sector boards may enjoy greater procedural flexibility, she noted, the core principles of strategic alignment and capability-driven composition are universal.

A substantial portion of the discussion centered on the role of the committee chair—widely agreed to be pivotal to a committee’s effectiveness.

“The chair is the architect of the agenda and the bridge between the committee and the board,” Dhawan explained. “You need a full-year plan. For the NRC, maybe April is compensation, July is succession, October is diversity. The chair defines that rhythm.” She stressed the importance of keeping the full board informed of committee discussions, especially since not all directors serve on every committee.

Handa reinforced this, adding that committee chairs must also ensure that members are assigned based on relevant expertise. “I’ve seen people placed in the wrong committees,” he noted. “It’s the board’s responsibility to have that debate and make thoughtful assignments.” He also highlighted the importance of onboarding and encouraging active participation, especially from executive directors. “EDs know the operations deeply. They need to speak up in committee settings,” he said.

Preparation emerged as a critical theme. Dhawan shared that she typically spends half to a full day preparing for each committee meeting, especially given her non-banking background. “If you’re well-prepared for the committee, the board meeting becomes much smoother,” she said.

Handa agreed, emphasizing that preparation should go beyond reading the agenda. “Don’t just read the papers—do your homework. Research what others are doing, build scenarios, and identify two or three key issues you want to raise.”

Both panelists also stressed the value of informal engagement with management. Dhawan pointed to board dinners that include extended leadership teams as a way to build trust and open dialogue. “Management shouldn’t view presenting to the board as a challenge. It should be a learning opportunity,” she said.

Handa recalled his onboarding at Union Bank, where he spent over a week meeting with every division to understand their work. He advocated for involving second-line leaders in committee presentations to build confidence and strengthen the pipeline for succession.

A particularly engaging segment of the session explored the evolving dynamics between public and private sector boards. Dhawan noted that private sector boards are often more open with information, but several participants, observed meaningful progress in public sector governance.

“There’s no difference in governance or information flow between the public institution I’m with now and the private sector boards I’ve served on,” said one of the participants. 

Handa concurred but stressed the need for increased agility in public sector banks. “If you enhance your information systems and decision-making flow, you can respond faster. That’s something private sector banks excel at,” he said.

The panelists also shared best practices for board effectiveness, including inviting external experts for deep dives, holding in-camera sessions with auditors, and convening additional meetings focused on specific business areas. These practices, they agreed, help boards remain informed, agile, and strategically aligned.

Closing the discussion, Dhawan reflected on the importance of trust between the board and management: “Executives should feel that the board is aligned to their success,” she said. “There’s immense value in learning from people with 30 to 40 years of experience. That perspective matters.”

Handa added that aligning government and RBI nominees with the bank’s strategy is essential for real progress. “Once that alignment is in place, a lot can happen—and quickly,” he said.

As the session concluded, Vineet Hemrajani summed up the overarching message: excellence in governance transcends organizational structure. “If there’s truly no difference between public and private sector boards, then best practices apply across the board. One can learn from the other seamlessly,” he remarked.