By CA. Reeta Shah M.Com, FCA, LL.B, MBA, M.Phil. 1

Any underlying characteristic required for performing a given task, activity or role successfully can be considered as competency.

ONLY 10 OF ANY ICEBERG IS VISIBLE. THE REMAINING 90% IS BELOW SEA LEVEL.

SEA LEVEL 10 % 90 % VISIBLE ABOVE SEA LEVEL INVISIBLE BELOW SEA LEVEL

 The Iceberg phenomena is also applicable on human beings …

SEA LEVEL KNOWLEDGE & SKILLS ATTITUDE UNKNOWN TO OTHERS KNOWN TO OTHERS

 In other words,

SEA LEVEL BEHAVIOR VALUES – STANDARDS – JUDGMENTS ATTITUDE MOTIVES – ETHICS - BELIEFS KNOWN TO OTHERS UNKNOWN TO OTHERS

Observable Behavior Motives, Values, Traits, Self Concept Attitudes Knowledge Skills

Competency may take the following forms:  Knowledge  Attitude  Skill Other characteristics of an individual including  Motives  Values  Traits  Self Concept

 Personal  Board Experience  International  Management  Risk Management  Finance  Funding and Capital Structure  Organisation  Professional and Industry  Business Acumen  IT/Digital Markets

 Personal integrity  Structured thinking  Analytical capability to guide decision-making  Negotiation and communication skills  Leadership abilities and ability to give support and constructive criticism to management  Commitment and work capacity.  Fluent in English, any other languages an advantage

 Personal  Board Experience  International  Management  Risk Management  Finance  Funding and Capital Structure  Organisation  Professional and Industry  Business Acumen  IT/Digital Markets

 Experience at board level  Loyalty to the board’s decisions  Knowledge of relevant corporate governance requirements

 Personal  Board Experience  International  Management  Risk Management  Finance  Funding and Capital Structure  Organisation  Professional and Industry  Business Acumen  IT/Digital Markets

 Understanding of and experience in international business,  Related issues and market practices in the regions/countries, in which the Group is active

 Personal  Board Experience  International  Management  Risk Management  Finance  Funding and Capital Structure  Organisation  Professional and Industry  Business Acumen  IT/Digital Markets

 Experience from/in management of large international companies  Understanding of the Group’s relative position and challenges –  Understanding of alternative business models and experience in managing strategy, processes  Experience with stakeholder management

 Personal  Board Experience  International  Management  Risk Management  Finance  Funding and Capital Structure  Organisation  Professional and Industry  Business Acumen  IT/Digital Markets

 Knowledge of and experience with sophisticated risk management models and methods  Credit risk  Counterparty risk  Market risk  Liquidity risk  Operational risk and  Insurance risk

 Personal  Board Experience  International  Management  Risk Management  Finance  Funding and Capital Structure  Organisation  Professional and Industry  Business Acumen  IT/Digital Markets

 Understanding of finance in all its facets  Understanding of banking operations  Property/Investment Decisions  Experience in making financial decisions  Ability to evaluate and apply financial facts  Accounting practices  Market Finance/Cost Compositions etc.

 Personal  Board Experience  International  Management  Risk Management  Finance  Funding and Capital Structure  Organisation  Professional and Industry  Business Acumen  IT/Digital Markets

 Knowledge of funding through debt and equity capital markets  Regulatory framework  Knowledge of relevant legislative issues

 Personal  Board Experience  International  Management  Risk Management  Finance  Funding and Capital Structure  Organisation  Professional and Industry  Business Acumen  IT/Digital Markets

 Experience in developing and structuring organisations  Understanding and experience of human resource management and talent development  Compensation issues and models

 Personal  Board Experience  International  Management  Risk Management  Finance  Funding and Capital Structure  Organisation  Professional and Industry  Business Acumen  IT/Digital Markets

 Knowledge of relevant products and technology  Knowledge of the industry and the various markets, in which the Group operates

 Personal  Board Experience  International  Management  Risk Management  Finance  Funding and Capital Structure  Organisation  Professional and Industry  Business Acumen  IT/Digital Markets

 Understanding of market demands as well as the importance of customer centric service  Good commercial judgment and  Understanding of the relationship between risk and reward

 Personal  Board Experience  International  Management  Risk Management  Finance  Funding and Capital Structure  Organisation  Professional and Industry  Business Acumen  IT/Digital Markets

 Knowledge of IT systems and business processes –  Understanding of the “new digital” world and its deployment in the industry (digital markets)

B G Technical Behavioural Industry Governance

Embrace Change Resisting it will only lead to frustration

I have learned that there are only two things that will create your dreams 1. Your Choices 2. Your commitment to those Choices

Sunday, January 31, 2016CA Reeta Shah

Believe in your Dreams. If you don’t, No body else will.

 Capable and dutiful in carrying out its responsibilities.  Understands its fiduciary obligations.  Approves strategic plans and budgets.  Regularly reviews financial statements.  Evaluates the chief executive annually. 39

 Operates on a higher level -- “more” and “different.”  Members give more and differently: ◦ Time spent more wisely, skills and social networks better leveraged, and funds more strategically deployed. ◦ Measure organizational impact and evaluate their own performance, discuss and debate issues, and open doors and make connections. 40

 Attend all regular board meetings.  Serve as an active committee member.  Prepare in advance for board policy and decision-making.  Attend the annual board planning retreat.

42 Roles and Responsibilities of Directors How Women Directors can contribute effectively?

 The Principle of Leadership and Stewardship  The Principle of Service and Fairness  The Principle of Continuous Learning and Growth  The Principle of Empowerment and Accountability  The Principle of Accomplishment and Measurement  The Principle of Communications and Transparency

Boards and CEOs must excel in:  ensuring strategic direction and planning  planning for succession... and renewal  overseeing risk management— implementation and internal control

boards and executives must excel in:  setting an example in corporate social responsibility  providing ethical leadership  promoting environmental sustainability

means boards and CEOs must excel in:  Promoting a culture of innovation and change  Developing executives and employees  Training directors

means boards and CEOs must excel in:  delegating authority  allocating responsibilities  establishing effective accountability mechanisms

means boards and CEOs must excel in:  monitoring and overseeing management  selecting corporate performance measures  evaluating the board, CEO, and individual directors

means boards and CEOs must excel in:  determining information flows  communicating with all stakeholders  reporting to shareholders and others

 Establishing policies  Providing strategic direction  Hiring the CEO and providing for a plan of succession  Overseeing management  Overseeing all major institution functions

 Understanding your institution’s operations  Providing competent management for your institution  Establishing systems and processes that provide for safe and sound operations  Ensuring that information and disclosures to investors and shareholders are accurate, understandable, and reliable  Diligently and impartially performing your duty as directors  Exercising independent judgment  Remaining loyal to your institution’s interests

 Where your institution is,  Where it would like to be, and  How it plans to get there.

 Identify your institution’s internal strengths and weaknesses, as well as any external opportunities and threats.  Determine what financial and human resources, as well as what technological and organizational capabilities, your institution will need to achieve the board’s long-term vision and goals.

 Has Institution established all policies that are required by statute or regulation?  What policies are needed to address specific institutional programs or activities?  Should policies be developed related to industry standards, emerging issues, and guidance provided by ICAI and other authoritative sources?

 evaluate your institution’s business and financial performance,  assess your institution’s operational performance and asset quality,  ensure that your institution accomplishes its mission,  perform self-evaluations and adhere to ethical principles, and  maintain a proper relationship with management.

 Is management meeting the targets established in the business plan? If not, why?  Is the level of earnings consistent or erratic?  Do earnings result from successful implementation of strategies or from questionable accounting practices?  Are earnings an accurate portrayal of your institution’s financial picture?  Is too much emphasis placed on short term financial performance rather then long term indicators?  Are significant findings from internal and external audits and reviews routinely delivered to the board?  Is there adequate financial expertise on audit committee?

 Don’t wait until problem arise to ask individual key management employees questions regarding your institution’s condition and performance. Ask periodically.  Attend every board meeting and arrive prepared, having reviewed all available information in advance.  Ask questions to ensure that you fully understand the documents and transactions you are asked to approve and the risks associated with the transactions.  Make informed decisions, if something is confusing get a satisfactory explanation from management or an outside expert and insist that all decisions are well documented.

 Establish policy  Hire and evaluate the executive director  Secure adequate funding for the organization  Monitor finances  Create and update a long-range plan for the organization  Select and support the organization’s board officers  Adopt key operating policies; approve contracts as appropriate

 Attend board meetings regularly  Become knowledgeable about the organization  Come to board meetings prepared and informed about agenda issues  Contribute to meetings by expressing a point of view  Consider other points of view, make constructive suggestions and help the  board make decisions that benefit the organization’s constituencies  Serve on at least one committee  Represent the organization to individuals, the public and other organizations in  a positive and professional manner  Support the organization through attendance at special events and activities  and through meaningful financial contributions  Assume board leadership roles when asked  Keep the executive director informed of relevant community concerns  Maintain confidentiality of board discussion

…anything is possible! “The only reason the bumble bee can fly is because no one told him that he can’t!”

61 THANK YOU