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💔 Effective Governance vs Cosmetic
Some companies hang glossy values on their walls — “Integrity. Transparency. Accountability.”
But when crisis strikes, those words fade into wallpaper.
Real governance isn’t about fancy committees or famous board members.
It’s about the quiet courage to ask hard questions — even when the answers cost power, comfort, or careers.
Effective governance protects truth.
Cosmetic governance protects image.
One builds trust that lasts decades.
The other builds empires that collapse overnight.
💥 Silence Is Not Governance
Corporate boards are supposed to be the conscience of companies — the gatekeepers of integrity.
But too often, they act like spectators, not sentinels.
History has shown that fraud rarely happens overnight — it happens when directors stop asking questions.
And yet, there are times when boards did speak up — challenged powerful CEOs, questioned questionable decisions, and changed the course of corporate history.
These are the rare but powerful stories of effective governance in action.
⚖️ 1. Infosys: The Board That Chose Integrity Over Image
In 2017, whispers of impropriety in Infosys’s $200 million Panaya acquisition grew louder. The CEO, Vishal Sikka, was seen as the visionary bringing Silicon Valley flair — but questions around governance and executive pay wouldn’t die down.
Instead of dismissing whistleblower complaints as noise, Infosys’s board investigated, commissioned external audits, and engaged with founder N.R. Narayana Murthy’s concerns.
When trust became fragile, Sikka resigned — and the board invited Nandan Nilekani back to rebuild confidence.
👉 Result: The company regained investor faith and reinforced its position as a governance icon.
Lesson: Real boards choose transparency over convenience.
🏛️ 2. Tata Sons: The Boardroom Earthquake That Protected Legacy
In 2016, the Tata Group — a 150-year-old symbol of Indian integrity — witnessed a boardroom storm.
The board of Tata Sons voted to remove its own Chairman, Cyrus Mistry, citing misalignment with Tata values and strategy.
It was unprecedented — an Indian board removing its top leader.
While controversial, the move sent a message: even at the highest level, no one is above accountability.
Subsequently, under N. Chandrasekaran, Tata Sons formalized governance charters and strengthened oversight committees.
👉 Result: The Tata Group stabilized and grew stronger post-crisis.
Lesson: Governance isn’t comfort — it’s courage.
🏦 3. Axis Bank: The Board That Acted Before a Crisis
When the Reserve Bank of India raised concerns about rising NPAs and loan disclosures in 2018, the Axis Bank board didn’t wait for headlines.
They chose not to renew the term of then-CEO Shikha Sharma, despite her long tenure and reputation.
Instead, they brought in Amitabh Chaudhry from HDFC Life, known for conservative risk management and transparent leadership.
👉 Result: Axis Bank avoided a potential governance storm and rebuilt market confidence.
Lesson: Good boards prevent crises before they explode.
🚗 4. Uber: When Investors and Board Took on the Founder
In 2017, Uber’s aggressive culture had turned toxic — sexual harassment scandals, data breaches, and legal violations piled up.
The board and major investors faced a hard choice: protect the powerful founder Travis Kalanick, or protect the company’s soul.
They chose the latter.
Kalanick was forced to resign, and Dara Khosrowshahi was brought in to rebuild Uber’s ethics and culture from scratch.
👉 Result: The company went public two years later, with a renewed brand and culture.
Lesson: True governance means ending founder worship when ethics are at stake.
🌍 5. Credit Suisse: Action Came, But Too Late
Credit Suisse’s series of missteps — Archegos, Greensill, data leaks — exposed repeated governance lapses.
The board did intervene, removing CEO Thomas Gottstein and restructuring oversight committees.
But the reforms came too late. By 2023, Credit Suisse was absorbed by UBS after a loss of market trust.
👉 Lesson: Governance delayed is governance denied.
🔍 The Common Thread: When Boards Found Their Voice
Across all these stories, one pattern stands out:
Boards that acted early, independently, and transparently protected value.
Boards that waited or stayed silent — lost everything.
| Trait | Effective Boards |
|---|---|
| Courage to Question | Asked uncomfortable questions, even to founders or CEOs |
| Timely Action | Acted before regulators or crises forced them |
| Transparency | Disclosed findings openly |
| Leadership Change | Didn’t hesitate to remove top management |
| Long-Term View | Prioritized integrity over quarterly optics |
💬 Conclusion: Governance Is a Verb, Not a Noun
It’s easy to write policies.
It’s hard to speak truth to power.
Effective governance lives in the moments of resistance — when directors say, “No, this isn’t right.”
The companies that survive crises are not the ones with the biggest profits —
but the ones whose boards have the backbone to act before it’s too late.
🔔 Call to Action
If you’re on a board, investor, or policymaker — ask yourself:
“Is my governance real, or just cosmetic?”
Because when boards stay silent, markets eventually speak.
Read more blogs on corporate governance here.
🌐 External Reference
Here are some good public links for the governance examples we discussed:
| Example | Link(s) with details / coverage |
|---|---|
| Infosys (CEO resigned after board / founder conflict) | • “Infosys CEO resigns after long-running feud with founders” — Reuters.Reuters • “The backstory to Infosys CEO Vishal Sikka’s resignation” |
| Tata Sons (board removed chairman Cyrus Mistry) | • “Tata Sons seeks to oust ex-chairman from boards of Tata group companies” — Reuters.Reuters • “Revisiting feud between Ratan Tata, Cyrus Mistry: Why it happened” — NDTV.www.ndtv.com |
| Axis Bank (board / management change) | • “India’s Axis Bank re-appoints Amitabh Chaudhry MD, CEO” — Reuters.Reuters • “Axis Bank MD & CEO Amitabh Chaudhry: AI is the next frontier” — Business Standard.Business Standard |
| Uber (board / investors forced CEO Travis Kalanick out) | • “Uber CEO Travis Kalanick resigns following months of chaos” — The Guardian.The Guardian • “Why Uber investors revolted against Travis Kalanick” — CBS News.CBS News |