A Woman Director - Sea Change or She Change

CA. Chikkerur C R , Last updated: 04 April 2016  

“Yatra naryastu pujyante ramante tatra devata” - Meaning, where women are worshiped, there the Gods rejoice. Though not directly about empowerment, it is very relevant because it goes on to say "wherever they are not, everything you do is fruitless". Thanks to CA 2013 which gave importance to above and added section 149 to the act. Even our Constitution advocates empowerment of woman through Fundamental Rights ( Right to Equality) & Directive Principles of state policy

In a business community Women have been playing role as Investors (shareholders), Employees & lenders. She was instrumental to change & she can change too. So what is Importance now as a director under Sec 149?

This small Write up is to give glimpse of importance of a woman director in a company

A) Legal Provisions

The Act, 2013 has for the first time –  a) defined  duties of directors b) defined the role of independent directors c) made provision for appointment of woman director ( Sec 149)

Every listed company & Public Company ((paid up Capital -100 Crores & more or Turnover –Rs 300 Crore & More) shall appoint at least ONE woman director within one year from the commencement of the second proviso to Section 149(1). Woman Director need to submit her consent to MCA and must have a DIN

B) Roles and Responsibility of Woman Director Compared with Other director & independent Director

It is almost 1 year is passed that law become active related to Woman director. Role of  a Woman Director  is not to play role of another director, not even just do like Independent Director.  Is Woman director another director for a company? ANSWER IS BIG NO. Her role is beyond and more than Independent Director

By appointing a woman in a board means – Giving WOMANITY touch to the decision of a Board.  Womanity is different than Humanity. A WOMAN WILL KNOW PAIN OF ANOTHER WOMAN. It means legal provisions & decisions in the Company need to have Womanity aspect.

Eg – Even though a company may/can ask its employees to work for 7 days in a week after giving necessary OT & other compensation as per labour law, but it is duty of Woman director that she should look into this & see that no woman asked to work for 7 days even by paying OT because she need to spend time with her family. If any company management ask directly or indirectly to work for 7 days to woman, it is duty of Woman director to pitch in & safe guard woman force

Take another example : If any Woman employee sends an email/give compliant for delay of a transfer/no response from management on her request, It is duty of an Woman Director to see that woman employee gets Justice for that

It is also moral responsibility of a woman director to meet all woman employees especially new one & hear their grievances in frequent intervals.

CA  Act 2013 wants to create vibration and systematic administrative changes through woman director. Even though, it may create few vacancies or jobs to woman, but intention is to give WOMANITY touch to CORPORATE GOVERNANCE.

C) Reality Check – Though law intend is to empower woman in that company, but most of companies mostly appoints wives or daughters of their promoters or top executives, while some have also replaced their independent directors with their female family members, mainly wives, daughters or sisters.

D) What if Woman Director Fails? – Most of the time, we see law intents were made to fail by using alternative route to comply for sake of law (read Reality Check above again). By this, few people may get Directorship, but they become RABRI DEVI in a Company – Means Rabri Devi is a woman CM, but everyone know who is real CM of that time. It is moral responsibility of a woman director to serve their role in WOMANITY principle and can become Kiran Mujumdar  Shah ( Biocon MD) by playing Constructive role, than becoming Rabri Devi.  If a Woman Director feels that she is not doing justice to her position, better to become just a like another director and ask Board to appoint another Eminent Woman to lead from front. A Board can have more women other than one as woman director too.  A Failure of Woman Director kills many families of employees if she closes her eyes. She can become True Change if she is sensitive towards her role and responsibility

E) Conclusion: A woman needs to give value to her position once she occupies role of a Woman Director. This role should not become Free Meal Scheme for a woman as a director to get pay without work. She should make structural & administrative changes to Board Decisions & HR policies to help as well as encourage Woman employees in a company. She has to look into matters of resignations and delays of transfers to woman employees to understand how a management works towards Women community. She should create a Platform or room for grievances towards woman employees.  This is real intent of a Woman Director position in a company. It is advisable to a woman to accept WOMAN DIRECTORSHIP Position only for 2 companies so that she can give her time to serve, even though law does not restrict on Woman Directorship to a woman.

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CA. Chikkerur C R
Category Corporate Law   Report

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