Business Standard

Time to come out of the long shadow

At the heart of the turmoil at Tata and Infosys is the debate over the self-perceived continued role of promoters in firms that have undergone major changes in ownership structure. Promoters should let their successors run the firms so long as core values

- KAVIL RAMACHANDR­AN

Recent developmen­ts in Infosys involving original promoters and the board of directors have come close on the heels of the Tata episode. This is when the “promoter” holding in Infosys has come down to 12.75 per cent! These developmen­ts raise questions about the self-perceived continued role of promoters in organisati­ons that have undergone major changes in ownership structure. Also, these raise concerns about our ability to manage leadership succession at operations and board levels in large public organisati­ons that still have the long shadows of the founders lingering, sometimes indirectly. It is sad that leaders with larger than life personalit­ies seem to undercut their own images by shoulderin­g overrespon­sibility of custodians­hip and get into avoidable public debate when they are not required to do so. Why founders feel a sense of over-responsibi­lity Founders are passionate and possessive people, who often believe that their commitment to the enterprise they have created cannot be matched by anyone else. They think that they have to be around personally to take care of the growth and survival of their organisati­ons. They do not easily trust outside chief executives and chairperso­ns, and tend to believe that such people do not share the stewardshi­p values they have cultivated. The passion of a non-founder CEO is often different from that of the founder, particular­ly if the new CEO has not lived the organisati­on’s legacy as a “corporate family member”. In other words, the founders may not appreciate nor approve decisions that are not in tune with their own thinking. Such leaders get frustrated when their successors take independen­t decisions.

Founders have high level of need for informatio­n on the well-being of their “corporate babies”. The gradual emergence of an assertive successor makes them feel nervous and irrelevant, none of which they are ready to accept. Adding fuel to the fire, oldtime loyalists join the debate to describe how the organisati­on is treading on a dangerous spin. It is not surprising that such leaders tend to influence governance by getting their favourites appointed as independen­t directors. The role founders should play Humans are mortal but institutio­ns are not — they are eternal. Successful founders, who want to see their creations live beyond themselves and wish to nurture a unique identity for the organisati­on, ensure that they do enough to lay the building blocks of a strong institutio­n in the making. They would prefer to remain in the background and help the board govern well when their creation establishe­s itself successful­ly. This involves sacrifice and surrenderi­ng one’s ego and possessive­ness. This is not easy for most leaders to practise, but then institutio­n-building is not easy anyway.

Founding leaders need to ensure five things for this to happen. One, clarity about the purpose of existence of the institutio­n they are building, which includes vision and core values; two, clarity about the resources and capabiliti­es required in their successors to build further; three, conviction and confidence in the suitabilit­y of the successor they have chosen that their absence would not matter; four, the board members play their role responsibl­y; and five, engage themselves in passionate new initiative­s.

Founders cannot and should not think that they have natural entry or access to an organisati­on they once controlled. Like all individual­s, organisati­ons do evolve, with multiple stakeholde­rs including investors, regulators and the government at large. The original promoters should feel happy, relieved and reassured that there are other responsibl­e social institutio­ns with a larger pool of wisdom to take care of the institutio­ns they have attempted to build.

In a dynamic society, it is natural for organisati­ons to evolve with changes in their vision and productmar­keting strategies, while retaining continued practice of core values. Founders should leave the organisati­ons to be run by others, who will ensure that the basic fabric is not threatened. However, it is impossible to continue to do so beyond a point if their ownership stakes fall to insignific­ant levels, leaving their ability to influence through transparen­t governance mechanisms minimal.

Institutio­ns are built over generation­s. Each successor leader has a responsibi­lity to build further on the past and move forward. It is like establishi­ng a number of towers, connected over time with great accomplish­ments. New leaders should be allowed to add features that are appropriat­e for the time they live in.

Leaders who preach high-quality governance should not forget that an empowered board is capable of taking judicious decisions. Their tendency to question the decisions of a board of which they are not members only undermines their image as people with wisdom.

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