Boardroom ethics: Dharma or drama?

A truly ethical board interrogates, probes, and occasionally irritates. It treats power not as a perk, but as a responsibility

- M MUNEER

CORPORATE BOARDROOM ETHICS isa bit like yoga in the C-suite: everyone sweats by it, very few practise it properly, and most people treat itas a photo opportunity rather than a discipline.

There is no dearth of ethics manuals, thicker than the Bhagavad Gita,crafted by law firms that charge per comma and consultants who speak in spreadsheets. Directors are schooled at great length on the seven deadly sins of corporate life: fraud, insidertrading, conflicts of interest, confidentiality breaches, self-dealing, market manipulation, and creative accounting that could make a Bollywood scriptwriter blush.

These presentations are usually delivered with solemnattitudes,accompanied by ominous case studies and a few slides showing jail bars. The message is clear: behave, or you might end up swapping your corner office fora corner cell.

This is all very useful. It is good to remind directors that ethics is not merely a suggestion, and that regulators, from Sebi to the MCA, are slowly becoming less forgiving than an annoyed mother-in-law. Yet this entire apparatus of governance training rests on a rather flimsy assumption: that if something is legal, it must be ethical.

Boards have become extraordinarily skilled at asking “Can we do this without going to jail?”, while being far less inter-estedinasking“Shouldwe do this without losing our soul?” In most Indian board-

rooms, the real mantra is not “tone at the top” but “keep it just clean enough”.