37 of top 100 companies still combine chairperson, CEO roles

Thirty seven of India’s top 100 listed companies continued to have the same individual as chairperson and managing director or chief executive officer in FY26, while board meetings at 21 companies lasted less than 30 minutes, according to the seventh annual corporate governance survey by Excellence Enablers.

The chairperson leads the board and its oversight of management, while the MD or CEO is responsible for running the company. When both roles are held by one person, the responsibility for overseeing management and the authority to manage the business are concentrated in the same hands, blurring accountability.

M Damodaran, former Chairman of the Securities and Exchange Board of India (SEBI) and founder of Excellence Enablers, in his latest newsletter, has urged the markets regulator to bring back the requirement for the chairperson and MD or CEO to be different individuals.

separation mandate

In 2020, SEBI had introduced the separation mandate for the top 500 listed companies, along with the additional condition that the two should not be related. However, only 54 per cent of the companies had complied as of December 31, 2021, despite an extension.

Later, the provisions were made voluntary due to representations from companies, the low level of compliance and the disruption caused by the pandemic. The resistance was seen particularly since the second condition would have shut out the legitimate aspirations of younger family members aspiring for higher office.

“Is this a case where in pursuit of an ideal situation, even the minimum requirement was lost?” questioned Damodaran, adding that the two conditions need not go together. Requiring different individuals to hold the posts would preserve the distinction between board supervision and executive management, even if the individuals are related.

The separation of the two positions has remained a concern over the years, with 39 companies combining the roles in FY23, 38 in FY24 and 39 in FY25, before easing to 37 in FY26. The survey also found that 21 companies held meetings lasting less than 30 minutes in FY26, while eight held only the four meetings prescribed under the regulations. The duration of a meeting by itself does not establish the quality of the discussion, but the figures offer a measure of how much time some boards set aside for their work.

The survey also found that 17 companies did not meet the prescribed requirement for independent directors, against 18 in FY25. Four public sector undertakings had no independent directors on their boards. Similarly, one company had fewer than six directors, while six companies had 14 or more directors, including three with more than 15. There were also shortcomings in the composition of audit committees, which play an important role in financial reporting and oversight.

Three companies had fewer than the prescribed minimum of three members on their audit committees. The survey further found that 64 companies relied on an in-house process for board evaluation, rather than engaging external evaluators.