Yet another fight...Yet another flight?

This is a somewhat poignant story from my professional life.  It is the not the first one of its kind though.  And hence the title.  More about the relevance of the title later.

Around April of 2015 I had accepted an invitation to join the board of a listed enterprise as an independent director.  Given the fairly reclusive life I had opted for by joining academe, the invitation and my acceptance of it surprised me, not to mention my wife Lakshmi.

Truth be told, I looked forward to the board engagement, not just for the social and professional stature it bestowed but also the fairly significant financial compensation it would bring.

Last week I stepped down from the board of that enterprise.  My resignation letter was as abrupt as was my decision.  It had two lines in which I merely said that was I resigning with immediate effect and that I would like the company to comply with the regulatory formalities post haste.   I eschewed the customary thank you’s and so on because I believed that it would be a lot of hypocrisy and hogwash.

Without going into too many specifics I reproduce a version of the reasons for my resignation that I explained to my colleagues on the board in an informal communication.

Leaving the Board of **** was not an easy decision for me.   My association with the enterprise and its founders goes back many years as Shri **** points out very often.  It is one of the investments in my past incarnation that makes my earlier life as an investment manager pleasantly memorable.

My view of my role as an independent director has been based upon my reading and reflection on the corporate governance of enterprises, which have been reflected in some of the pieces that I have written, including my doctoral thesis.  As such these views and beliefs are highly important to me.

However in the past year or so that I have been at the Board I have often felt that my own understanding of my role as an independent director is at variance from what many of the other esteemed Directors on the board see as the role of the board in general and that of the independent directors in particular.  And each of you is a distinguished individual whom I hold in high personal esteem and whose views I respect.

Under these circumstances I felt that it would be appropriate for me to step down from the Board and allow the enterprise to be steered under your collective stewardship.

This decision brought back memories from my past life in the world of business.  Earlier, I walked away from similarly prestigious and lucrative positions three times in my professional life.  The economic logic in those decisions was puzzling to most people – because there wasn’t any.

I left those jobs simply because I believed that they did not satisfy my need for relevance and recognition.  I define these ideas very broadly.  And that is partly the reason why my reasons have remained incomprehensible to most people including Lakshmi. 

Relevance to me also meant that I should be able to justify the fat pay packages I was lucky to be receiving in all those jobs, especially the last two jobs that I held.

Lakshmi is the only one who understood my complex personality and the way I saw the situations that led me to walk away from those jobs.  Yet, even she did not believe then, nor does she believe now, that walking away was the solution.  Instead she believes that as a high performing professional I should have stayed back and fought to get the wind blowing in my favour. 

That is what led her to coin the term that I was engaging “in flight from fight.” 

In the six weeks that I started seriously contemplating the resignation I turned this question over many times in my mind:  Was I fleeing from yet another fight?  And thus the title of this post.

I knew that I would miss the plug that the seat provided me into the real world of business, apart from the stature and the financial top-up it offered me.

Equally, I knew that the Board needed me.   In the year that I had been there I had brought in a certain perspective on governance and a financial approach to key decisions – even with my feeble understanding and shallow knowledge of finance! 

But even with all that the situation at the Board failed my relevance and recognition tests.  I appeared to be not just a lone voice, but a strident and increasingly unwelcome one too.  All my carefully considered and politely couched views appeared to come across as the impractical rant of an academic who was trying to arrogate to the Board the role of the top management team.

Could I have stayed on and under those circumstances fought?  Possibly yes. But then who was I fighting against?  And whose battle was I fighting? 

The enterprise is still owner managed even though the owners have less than 25% collectively.  They have built the enterprise over the past twenty five years, rescuing it from near ruin, an act in which I played a non-trivial part, as a 30 year old VP of the VC firm that had a significant shareholding in it, at some serious risk to my personal safety and that of my wife soon after we were married.  

The other directors who are supposed to represent the interests of the faceless other 75% of the shareholding seem to think that everything is hunky dory, which it probably is. 

The nature of these decisions is such that history and the marketplace are the best arbiters of the rectitude of and wisdom behind the decisions that the enterprise makes – if outcomes are the only way to evaluate a decision.

But the entire philosophy of corporate governance is to come up with ways to evaluate the choices before the management of an enterprise with prisms other than just outcomes.  To ask questions about whether the choices of the enterprise are equitable to all the claimholders of an enterprise, and in line with their legal and contractual rights, in letter and in spirit.

In a very simplistic home spun sense I say it is like saying that the principles of fairness and morality are touchstones to ensure that a marriage is working well, without having to wait and judge it on the basis of the existence of a relationship that has not broken up yet.  In fact the whole idea is to build the foundations of a harmonious marital relationship as the outcome, based on such principle-based conduct.

If I was not going to be able to imbue that spirit in the Board was I relevant?  What were the chances that I would manage to instill that spirit, given the context I was placed in?

After tearing my hair for six weeks and losing some sleep I decided to throw in the towel yet again, for the fourth time in my long professional life.  I did so knowing fully well that I would not be invited to the Board of another listed enterprise, that I would be willing to accept, in the foreseeable future if not the rest of my life.

As always I prayed to the Lord that I hoped that I was acting in good faith and in keeping with the principles of professional integrity and that it was now up to Him to ensure that I had chosen right.

Nanni….Namaskaaram…