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By:

Rahul Kulkarni

30 March 2025 at 3:32:54 pm

Governance Is Modernization

By now, if you’ve followed this series, you’ve done something rare. You didn’t walk in and start “fixing” blindly. You understood the equilibrium. You reduced the fear of loss. You made the new way easier than the old way. You created rhythm. You built reputation and credibility. You learned to negotiate, build coalitions, digitize in small steps. And the previous article, Rahul spoke about the hidden requirement: psychological safety because without truth, every dashboard becomes theatre....

Governance Is Modernization

By now, if you’ve followed this series, you’ve done something rare. You didn’t walk in and start “fixing” blindly. You understood the equilibrium. You reduced the fear of loss. You made the new way easier than the old way. You created rhythm. You built reputation and credibility. You learned to negotiate, build coalitions, digitize in small steps. And the previous article, Rahul spoke about the hidden requirement: psychological safety because without truth, every dashboard becomes theatre. Now we close the season with the most grounded definition of “professionalization” I know. It’s not ERP. It’s not fancy roles. It’s not a new org chart. Because when power is unclear, everything else becomes unstable. Which seat are you stepping into? • Inherited seat: you may have formal authority, but decision rights are often still “family-managed”. • Hired seat: you may have responsibility without authority. That is the fastest path to frustration. • Promoted seat: you may have influence, but your boundaries are fuzzy, and that creates daily conflict. Different seats. Same reality: the business runs on invisible boundaries. The property boundary line Think about a property boundary line between two neighbors. When the line is clear, people may still argue but disputes are limited. When the line is unclear, every small thing becomes a fight: • “This is my parking space”. • “That tree is mine”. • “This wall belongs to who?” In a company, decision rights are the boundary line. If the boundary is not clear: • approvals become political • escalation becomes emotional • responsibility becomes a trap • people start bypassing • and “urgent” becomes the excuse for everything This is why modernization fails even after you digitize. Because digitization creates visibility, and visibility creates conflict if authority is still fuzzy. Governance sounds heavy, but it’s actually simple When people hear “governance”, they imagine board meetings and legal language. In MSMEs, governance is much simpler: Who can decide what, within which limits, and what happens when there is a conflict. That’s it. If you can answer those three questions, you’re already professionalizing. Why governance matters more in family-influenced firms In many Indian MSMEs, decisions are not purely operational. They are emotional and relational. A pricing exception may be linked to a relationship. A hiring decision may be linked to loyalty. A capex purchase may be linked to ego and legacy. This is not “wrong”. It’s just real. But when the company starts growing, this style doesn’t scale. It creates confusion: • managers don’t know what they can commit to • teams don’t know whose instruction to follow • the owner gets dragged into everything • and the new leader becomes the “bad cop” without any real authority There’s a light-touch academic way to describe this too: Jensen and Meckling wrote about “agency” issues … when decision-makers and owners have different incentives. The fix is not more control. The fix is clearer decision rights. The three decision rights that change everything If you do only three things in governance, do these: 1. Pricing authority Who can approve discounts? Under what limits? What is the exception path? 2. Capex thresholds Who can approve spending? Up to what amount? What needs owner approval? What can be delegated? 3. Hiring approvals Who can hire? Who can approve headcount? What roles require founder/family sign-off? These three create a surprising amount of stability. Why? Because they cover money, investment, and people … the three biggest emotional zones in MSMEs. What happens when these rights are not clear? You’ll recognize these symptoms: • people take decisions and later say “I thought it was okay” • approvals happen through WhatsApp messages that nobody can trace • the owner says “Why did you do this?” after the fact • managers get blamed for decisions they didn’t have the authority to make • teams bypass the system because “it’s urgent” • and your new “process” becomes optional again It’s not because people are undisciplined. It’s because the boundary line is not drawn. Field Test: Negotiate and document three decision rights This week’s field test is not a workshop. It’s a negotiation. If you try to enforce governance without safety, people will hide. If you try to digitize without governance, conflict will explode. This 12-articles season wasn’t about “fixing operations”. It was about how an incoming leader enters a legacy MSME without triggering immune response and then builds rhythm, credibility, coalition, safe digitization, and finally governance. Now that you can enter the system and steady it, the next macro-arc becomes obvious: How do you build the middle layer that sustains it … so the company doesn’t fall back into founder-dependence? That’s where real scale begins. (The writer is a co-founder at PPS Consulting. He is a business transformation consultant. He could be reached at rahul@ppsconsulting.biz.)

Lateral upgrade to ailing annihilation

Updated: Oct 21, 2024

Lateral upgrade to ailing annihilation

Being the first person from the private sector to be appointed as chairperson of Securities and Exchange Board of India (SEBI) as part of the government’s lateral initiative, Madhabi Puri Buch also holds the honour of being the first woman to hold the top post as capital market regulator.

But the laurels that the former private sector banker enjoyed in her earlier stint with ICICI Bank, was marred with allegations that she and her husband were having a stake in offshore entities, which were used to artificially inflate shares of Adani group companies.

Terming the allegation as `character assassination, Buch clarified that all disclosures have already been furnished and the fund in question did not invest in any securities involving the Adani group.

When it rains, it pours. This allegation was subsequently followed by Congress Party allegation that Buch had received salary and post-retirement benefits from ICICI Bank after she quit the private sector bank.

In its clarification to the stock exchanges, ICICI Bank asserted that the payments made to Buch were purely retirement benefits after her exit from the bank and they were neither salary nor employee stock options.

Prior to these allegations, Buch tenure at SEBI was all about bringing in quick reforms on operational issues by changing the format of consultation paper to bring in larger responses digitally. Being data savvy, the rationale of her decisions were democratic based on big data analysis derived from the responses received to the consultation papers.

Further she bifurcated the duties of the SEBI staff between operations and enforcement, which were done by the same persons earlier. Having worked for the private sector in the capital market domain space, Buch had a better understanding of the subject compared to officers from the administrative service in the past that reflected even in her orders as a whole-time director at SEBI before becoming the chairperson. As a whole time director at SEBI, her orders on adjudication issues were more directional to the capital market space, according to experts in the compliance space. She was also quick to revamp the old provisions of the 90s at SEBI.

Being tech and data savvy, Buch enhanced regulatory surveillance and detection of market manipulation, insider trading and fraud while also emphasizing on strengthening corporate governance by introducing stricter rules for independent directors and enhancing disclosures for related-party transactions.

To put in perspective, the annual report of the capital market regulator in the just concluded financial year revealed that the number of investigations related to insider trading jumped to 175 in 2023-24 from 85 in the preceding year while probes related to front running jumped over three times to 83 from 24 in the preceding year.

Transparency in mutual funds by implementing measures to protect retail investors along with tightening norms for initial public offers, particularly in the SME platforms were some of her other positive initiatives including confirmation of denial of any market rumours within 24 hours for the top 100 listed companies which will be extended to top 250 companies from December 1. However increased transparency and compliance with tightening regulations led to increased operational costs for the market participants and hence faced resistance from certain quarters. Born in 1966, Buch completed her primary education in Mumbai and graduated with specialization in Mathematics from Delhi and later obtained a management degree from Indian Institute of Management, Ahmedabad. In between, she got engaged to Dhawal Buch, a director at a consumer goods multinational at the age of eighteen and got married at the age of 21.

Besides ICICI Bank, Buch also worked as a lecturer at a college in England, worked at Greater Pacific Capital in Singapore and ICICI Securities as its CEO. She also worked as executive director on several private sector companies and as a consultant for New Development Bank (Brics Bank).

What now remains to be seen, is whether Buch, who survived the 26/11 terror attack when she along with her husband, was attending a meeting at Taj, be able to overcome the current ordeal. Keeping fingers crossed for the times to come.

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