Setting the standards in Board Leadership

With the increasing demands on high standards of board leadership, it's imperative to hone your skills for long term success. Welcome to a one-of-a-kind accredited certification program for aspiring Directors. The program will examine best practices of successful boards and enable you to drive strategy, manage risk, understand board dynamics and enhance enterprise value. In addition, the program will provide you with key tools to held position boards for long-term success.

Here's your chance to be trained and mentored by Industry leaders and academicians and familiarize yourself with Global Best Practices in Corporate Governance. The Who's Who from the corporate word will help you achieve your goals.

The Board of an organization t o d a y i s f a c e d w i t h unexpected and varied sets of c h a l l e n g e s d u e t o t h e unpredictable economic environment, ambiguity in b u s i n e s s , v o l a t i l e a n d complex market conditions (including regulations). With b u s i n e s s e s a n d organizat ions becoming increasingly complex, the need for sound individuals at leadersh ip pos i t ions i s extremely critical for any company.

The Companies Act 2013 has been shaped to raise the bar on corporate governance. The certification program will dwell on the relevant themes such as investor protection, t r a n s p a r e n c y, d i r e c t o r

responsibilities and balancing stakeholder interests.

The Directors' Club would be a group of privileged individuals who have recently been appointed to a Board or are considering taking Board positions. It will also include existing Independent Directors as well as Owners/Promoters of businesses who seek to maximize the value of their corporate boards.

Directors play an important role in providing effective guidance and imbibing certain global best practices which :

◘ Raise the standards of corporate governance ◘ Provide strategic insights and direction ◘ Balance multiple stakeholders interests ◘ Ensure appropriate focus on risk management

Hunt Partners have teamed up with Board Evaluation Ltd .UK, KPMG and SP Jain Institute of Management Research have designed and launched a first-of- its-kind initiative in India, "Directors' Club'. This is a unique accredited certification program directed towards training and familiarizing aspiring directors in effective execution and running of Boards, by engaging the best-in-class faculty from across the globe.

The program provides:

› Familiarization with global best practices in corporate governance › An understanding of the liabilities and duties of a Non-executive/Independent Director › Knowledge of Board dynamics and the behavioural skills required to better manage

boardroom conflicts › The competencies NED / Independent Directors require to implement responsible

corporate governance practices

ABOUT DIRECTORS’ CLUB

HUNT PARTNERSHunt Partners is a Retained Executive Search firm operating at the senior level across the Asia Pacific region. Founded in 2003, the firm's partners have distinguished careers in executive search and have served in a variety of executive roles in major firms, globally. The firm practices in the areas of Financial Services, Consumer, IT, Logistics & Supply Chain, Industrial Infrastructure, Pharmaceutical, Life Sciences and Engineering Services among others.

BOARD EVALUATIONS LIMITEDBoard Evaluation Limited (BEL) is an independent practice led by experienced advisors focused on helping organisations develop best practice among boards. BEL assesses the needs of each individual cl ient and designs and del ivers relevant programmes. Each assignment is therefore,

custom-designed for the clients and is relevant to their current circumstances and requirements. BEL’s range of clients extends from listed companies to smaller privately owned firms as well as public sector and third sector organisations.

S. P. JAIN INSTITUTE OF MANAGEMENT & RESEARCH As one of Asia's finest business schools, SPJIMR has persistently built on its unique strength of imparting high quality management education through pedagogic innovations, encouraging business-academia interface and emphasizing on its twin objective of influencing practice and promoting value based growth. The institute has an enviable track record of recognizing the needs of society, especially the under managed sectors, and responding with quick and appropriate responses.

ORGANIZERS

SCOPEThe ever-changing global environment increasingly demands higher standards of board leadership. The program will examine best practices of successful boards and enable you to drive strategy, manage risk, understand board dynamics and enhance enterprise value. In addition, the program will provide the participants with the key tools to help them position their boards for long-term success.

While your corporate board may have broadly defined legal duties, its role in evaluat ing management prov id ing strategic oversight and dealing with the comp lex i t y o f t oday ' s regu la to ry environment has never been more tested or more critically dependent on effective leadership. Whether the issue is financial resilience, corporate strategy, executive compensation or regulatory compliance, this program is designed to help you promote sound governance. You will learn what it takes to design an optimal board structure, lead the organization through periods of adversity and opportunity, and harness the considerable talents of your

board members to create a cohesive and forward thinking unit.

STRUCTUREThe structure of the program has been designed to include topics that directly impact board members and enhance their effectiveness while discharging duties on the Board. The program is designed as a series of intensive sessions spread over three days. To ensure efficacy, the program is complete ly res ident ia l and al l participants are required to be on site for the complete duration.

EVENT FLOWThe program starts with the inaugural session on Corporate Governance and is followed by sharing insights by senior Members of the boards and Independent directors. The next two days includes series of sessions covering various aspects of the IDs and a working dinner consisting of a Boardroom case study.

PROGRAM CONSTRUCT

The following topics are covered during the 3 days of training:

INTRODUCTION TO CORPORATEGOVERNANCEThis module covered the nuances that are associated with the changing scenario. Included within corporate governance are topics such as structure of Boards to pursue the set of goals while reflect ing the context o f soc ia l , regulatory and market environment.

BOARD DYNAMICSWhen sitting on corporate boards interpersonal relationships play a major role in achieving the set of objectives that the organization as a whole aims for. This module highlights the importance of this aspect while working on corporate boards.

TRANSITION FROM LEADING TOINFLUENCINGThis module covers personal drivers and motivation for taking up an Independent director position on a board, owing to the pros and cons of the roles and responsibilities. This module reveals the core nuances of the roles of an Independent Director and how one should decide upon

the approach one needs to take, while taking up the position, followed by understanding the distinction between being an Executive vs a Non-Executive role.

ROLE OF THE BOARDThe module consists of imparting working knowledge of intricacies of working within boards, where working styles matter in order to reach a desired result, tasks of the Board and clarifying board meeting roles and responsibilities of the Chairman, Directors and the Company Secretaries.

THE DIRECTOR AND THE LAWThe module enables the participants to understand the legal dut ies and obligations associated with being a director. It also touches upon the judiciary duties.

Specific nuances re lated to the Independent Directors, handling a situation of mismanagement and protecting oneself from potential management defaults.

Cont...

TOPICS

RISK & CRISIS MANAGEMENT FOR THE BOARDRisk Management module enables the participants to identify and assess the r i sks faced by an o rgan iza t ion , unanticipated crisis such as hostile and friendly takeovers, CEO departures and firings and ways to approach and deal in context with the known and unknown risks.

PEOPLE STRATEGY ANDORGANIZATION DEVELOPMENTThe module focuses on organizational development and the support of boards for the same. Emphasis was given to leadership style in normal day-to-day workings and in case of conflicts.

DIRECTORS’ ROLE IN STRATEGYDeveloping a strategic plan to generate value for the company and the role of the Board in developing that strategic plan are the issues that are touched upon during the session. Understanding how a Board can hamper growth and ways to curb it are also part of this module.

FINANCIAL ANALYSIS ANDREPORTINGThe module covers understanding and interpreting the balance sheets and statements of changes in equity. Audit committee basics such as qualification of reports and formulation of an external financial reporting and disclosure strategy are the topics that are also emphasized upon.

WORKING OF COMMITTEESThis module is instrumental in imparting the functional knowledge of various committees and understanding the key characteristics of such committees. The session also covered challenges and solutions on recruiting, motivating and compensating the CEO for corporate success.

CSRCorporate and social responsibility is an ongoing challenge in today's corporate environment and the module focussed on CSR in light of the new Company’s Act 2013.

TOPICS

NAME DESIGNATION ORGANISATION

Adithya Bhat Partner AZB Partners

Anita Ramachandran Founder Cerebrus Consultants

Amal Ganguli Board Member HCl Technologies

Barnik Maitra Partner Mckinsey

Chris Pierce CEO Global Governance Services / Board Evaluation Ltd.

Deepak Satwaleker Venture Advisor / Independent Director Nexus Venture Partners/ ID on multiple boards

Jan Nigel Bladen Chief Operating Officer Dubai Financial Services Authority Dr. Keith D'souza Faculty SPJIMR

Nandish Vyas Partner AZB Partners

Nawshir Mirza Independent Director Thermax Ltd.

Nitin Kini Partner KPMG

O. P . Bhatt Independent Director Ex. Chairman. SBI / lndependent Director HUL, ONGC. TCS Boards

Omkar Goswami Chairman CERG Advisory Pvt. Ltd.

Pradeep Mallick Advisor Independent Director

Prof. Raghu Iyer Adjunct Faculty SPJIMR

Rama Bijapurkar Independent Director Independent Director On Crisil. M&M Financial Services. Etc. Boards

Rajesh Tiwari CEO Indian Centre for CSR

Shailesh Haribhakti Managing Partner Haribhakti & Co.

Santrupt Misra CEO Aditya Birla

Sid Khanna CMD lEP Fund Advisors Pvt Ltd.

V. Venkataramanan Partner KPMG

The training program is administered by industry practioners and faculty:

FACULTY

NAME DESIGNATION ORGANISATION

Badri Krishnan Managing Director WSP - India

Bharat Jain Independent Consultant Bharat Jain & Co. to Gaja Capital

Dinesh Shastri General Manager Tata Steel Global Minerals

Garfield De Souza Managing Director Writer Corporation

Lathika Pai Founder & Chief Executive Officer Jobcorp Solutions Pvt. Ltd.

S K Mitra Independent Director AMR Group, Azure Capital Advisors, Hexaware Technologies

Pradeep Mallick Independent Director Various Boards Including Elantas Beck India, ESAB India, Foseco India and Tube Investments of India

Pranab Datta Chairman Knight Frank India

Rajeev Singhal Executive Incharge - Fam Division Tata Steel

V S Rangan Executive Director HDFC

Subhasis Ghosh Managing Director APM Terminals India

Sudha Ravi Chief Executive Officer Piramal HealthCare Finance

Sunil Bhaskaran Deputy Vice President Tata Steel Ltd. Corporate Services

Sunil Pahilajani Managing Director & Greaves Cotton Ltd. Chief Executive Officer

PARTICIPANTS - BATCH 1

Adil Malia Group President - HR ESSAR Arun Misra Deputy Vice Prestdent, (Operations) The Tata Steel Ltd. Odisha Project Bhavin Mukund Mehta Director Kilitch Drugs

Dhanushkodi Sivanandhan Additional Director The Ratnakar Bank Ltd.

Dibyendu Dutta Chief Group Mergers and Acquisition The Tata Steel Ltd

Girish Vasant Godbole Director The Ratnakar Bank Ltd.

Gopal D Shrikanth CEO Coach & Strategist G D 360

Kiran Jaykumar Patil Director The Ratnakar Bank Ltd.

R.Kannan Chairman Shasun Pharmacueticals Ltd.

Mukund Prasad Director - Group HR, Business Welspun Transformation & Group CIO

Naresh Kumar Taneja President HR & Admin IRB Infra

R Ranganath Deputy Vice President The Tata Steel Ltd Finance - India & South East Asia

Rica Bhattacharyya Assistant Editor Times Group

Rubi Arya Director Milestone Capital Advisors Ltd. Ravindra Rao General Manager Fullerton India Credit Co Ltd. Sales & Distribution

Samita Shah Chief Group Financial Strategy The Tata Steel Ltd & Investor Relations

Shital Kakkar Mehra Corporate Etiquette & International Soft Skills International Protocol Consultant

Sonali Thakker Director The Dukes Retreat

Srinath Srinivasan Chief Investment Officer Oman India Joint Investment Fund

Sudhanshu Pathak Deputy V.P. Steel Manufacturing The Tata Steel Ltd

Vikram Narayan MD & Country Manager Experian Services India Pvt Ltd.

PARTICIPANTS - BATCH 2

NAME DESIGNATION ORGANISATION

Ajay Bimbhet MD & CEO Royal Sundaram Insurance

Anil Matai Country Head Novartis

Anjali Seth Entrepreneur Legal Consultant

Anne Prabhu Senior Partner Hunt Partners

Ashok Kumar Barat MD & CEO Forbes & Company

Diwan Jayavardhan Dhar Director Odyssey India Advisors

Gaurav Soni Director HR Dr. Reddy's Laboratories Ltd.

Gopal Bansal Executive Director Swaraj Mazda ISUZU Limited

Jayanti Shukla Executive Director United Way of India and Mumbai

Jugal Choudhary Director MWH Global

Karunakaran Sathianathan CEO Freightstar Pvt Ltd.

Keyuri Singh Head of HR Bluestar lnfotech

P V Krishna Entrepreneur Independent Consultant

Mandeep Maitra Head Asia Hot Spots Movement

Manikkan Sangameswaran President - Infrastructure ICICI Venture Funds Management Company Ltd.

PARTICIPANTS - BATCH 3

NAME DESIGNATION ORGANISATION

PARTICIPANTS - BATCH 3

Mohan V Executive Director Heinz India Private Ltd.

Purvisheth CEO Shilputsi Consultants

Rajgopal Thirumalai VP, Global Medical & Occupational Health Hindustan Unilever

Sandeep Dhar Former CEO TESCO HSC

Sanjay Kumar CEO and MD Altran India Sanjit Singh Lamba MD Eisai Pharma technology

Shikha Hora Kamdar Head - Consumer Durable Loans Capital First Ltd.

Shridhar Narayan Managing Director Pegasus Fin Invest Advisory Pvt Ltd.

Shyamendra Narain Ex-CEO Director & Advisor TATA Batteries

Sreekumar P CEO Fenix Financial Services Sudhanshu Tewari Head Delivery, Pre-sales Trimax IT Infrastructure & Services Ltd.

Suma Venkatesh VP - Development The India Hotels Co. Ltd.

Vijay Mahajan Advisor & Director Several Organisations Vikas Choudhury COO & CFO Aimia India

NAME DESIGNATION ORGANISATION

PARTICIPANTS - BATCH 4

NAME DESIGNATION ORGANISATION

Anjana Menon Head- Compensation & Benefits Aditya Birla Financial Services Group

Arvind Saraf Entrepreneur Independent Consultant

Arun Hariharan Founder & CEO The CPI Coach

Bharat Banka CEO Aditya Birla Capital Advisors Pvt Ltd.

Bhavna Thakur Founder U Want

Dinesh Chhabra CEO Usha International

Hari Mundra Director & Advisor Entrepreneur

Manisha Lath Gupta Ex- EVP, Axis Bank Entrepreneur

Mohan R. Sharma Partner Thought Leaders Academy

Rakesh Bhutoria Managing Director Standard Chartered Bank

Rupa Kothari Director BDO India

Shanthi Nair Executive Director Nomura International

Shyam Rohra Entrepreneur Sunergy Partners

Smita Affinwala Entrepreneur Independent Consultant

Srividhya Ramakrishnan Advisor Tynker

Suparna Chakrabortti Consultant A.C. Chakrabortti Associates

P Senthil Kumar CEO Gardner Consulting

SPEAKER PROFILES

Barnik Chitran Maitra is a Partner at McKinsey & Company's Mumbai office and the leader of Strategy & Corporate Finance practice in India. He also co-leads the Telecom, Media & Technology and Agriculture practices in Asia.

Barnik has helped several leading Indian companies globalize their businesses. He has counselled more than 20 Fortune 500 companies on strategies for new market entry, turnarounds of emerging market businesses, and capturing new opportunities in technology and agriculture. He has also helped client organizations build the next generation of leaders.

Barnik is IIT Kharagpur and IIM-Ahmedabad Alumnus.

Dr. Chris Pierce is the Chief Executive Officer of Global Governance Services Ltd. and a Consultant for Board Evaluations Ltd. He works with policy makers, directors and boards in Europe, the Middle East, Asia, Africa, the US and South America.

Prior to this, he was the Director of Professional Standards and Professional Development at the Institute of Directors (IoD) in the UK. He has also held senior management positions in the Overseas Development Administration, British Airways and Leeds Business School.

Besides conducting a number of corporate governance assessments and board evaluations, Chris has been involved in the training and development of executive directors in many large multinational listed companies and private companies. He has been involved in developing non-executive directors in some of the largest National Investment Authorities and Sovereign Wealth Funds in the World.

Chris has written extensively on director and board development issues and regularly speaks at international conferences.

He is an associate at the Chartered Institute of Company Secretar ies, a Visi t ing Professor at City University London, an Executive Fellow of Henley Management College, and a Visiting Fellow at Cranfield Management School and a Fellow of the Royal Society of Arts.

Dr. Chris Pierce

Barnik Chitran Maitra

Nandish is a Partner with AZB & Partners, law firm based out of Mumbai.He currently deals with issues related to acquisitions, joint ventures and investments and also lends his expertise to issues in Anti Trust and Competition Law, Litigation and Arbitration etc.

Nandish comes with rich experience in issues related to obligations and legal duties of a Director. He started his career with Chambers of the Hon'ble Mr. Justice S. J. Vazifdar Judge, High Court of Bombay, while also working as a research assistant with Nitin Palkhiwala and Sir Jamshedji Kanga for the 9th Edition of “The Law and Practice of Income-tax”.

Nandish Vyas

Nawshir H. Mirza

Mr. Nawshir H. Mirza served as Senior Partner of M/s S. R. Batliboi & Co, Chartered Accountants. Mr. Mirza spent most of his career with Ernst & Young and its Indian Member Firm, S. R. Batliboi & Co, Chartered Accountants. He has also served as a National Director of Audit & Accounting Services and Managing Partner of Western India and also served as its Audit Partner and Director of Client EDP Services.

Prior to this, he has been Partner of Arthur Young for close to 30 years. He has been Director at Mphasis Corp., Thermax Ltd., RPG Guardian Private Limited, Foodworld Supermarkets Limited and Tata Industries. He has been Independent Director of Mphasis Limited. He has been Non-Executive Independent Director at Tata Power Co. Ltd., and Non-Executive Director of ESAB India Ltd and Blue Star Ltd.

In addition, he serves as the President of the Institute of Internal Auditors, Calcutta and the Indo-American Chamber of Commerce, Western India. He has been involved in a number of professional publications for the Institute of Chartered Accountants of India. Mr. Mirza is a Fellow at the Institute of Chartered Accountants of India.

SPEAKER PROFILES

O.P. Bhatt is currently an independent Non-Executive Director of Hindustan Unilever Ltd, Oil and Natural Gas Corporation and Tata Consultancy Services as well as serving as an Non-Executive Director of Standard Chartered PLC since January 2013. He is also a Governor on the Board of the Center for Creative Leadership, a US non-profit leadership development organization.

In a career spanning 38 years with SBI, Mr. Bhatt held a number of roles beginning with the Lead Bank Department, which ushered in financial inclusion, leading the project team that pioneered SBI's technology initiative in the 1990s, assignments at SBI's London and Washington offices, general management roles between 2004-2006, and Managing Director of SBI in 2006, culminating in his appointment as Chairman in the same year. Under his leadership, SBI rose on the Global List rankings of Fortune 500.

Mr. Bhatt has also served as Chairman of the Indian Banks' Association.

Mr. Bhatt was nominated 'Banker of the Year' by Business Standard and CNN-IBN Indian of the Year for Business in 2007. Mr. Bhatt holds a Graduate degree in Physics and a Post Graduate degree in English literature (Gold Medal).

O.P.Bhat

Dr. Omkar Goswami is the Founder and Chairman of the Corporate and Economic Research Group (CERG).

A professional economist, Goswami did his Masters in Economics from the Delhi School of Economics in 1978 and his D.Phil (Ph.D) from Oxford in 1982. He taught and researched economics for 18 years at Oxford, Delhi School of Economics, Harvard, Tufts, Jawaharlal Nehru University, Rutgers University and the Indian Statistical Institute, New Delhi.

Goswami has served on several government committees. From August 1998 up to March 2004, Goswami served as the Chief Economist of the Confederation of Indian Industry — the premier apex industry organisation of India. He was the Chairman of the Committee on Industrial Sickness and Corporate Restructuring in 1993, which recommended revamping India's bankruptcy laws and procedures.

Goswami has been a consultant to the World Bank, the IMF, the Asian Development Bank and the OECD. He serves on the board of Dr. Reddy's Laboratories and Infosys Limited — two of India's most prestigious knowledge–based companies. He also serves on the board of IDFC, Crompton Greaves, Cairn India Ltd., Ambuja Cement, Godre j Consumer Products , and DSP

BlackRock Investment Managers. Other than his regular columns for newspapers and magazines, Goswami has authored three books and over 70 research papers on economic history, industrial economics, public sector, bankruptcy laws and procedures, economic policy, corporate finance, corporate governance, public finance, tax enforcement and legal reforms.

Omkar Goswami

Prof. Raghu Iyer is an adjunct faculty at S. P. Jain Institute of Management & Research. He is a Chartered Accountant with about thirty years of experience in conducting audits, valuations, consulting and due diligence for various businesses in India, US, Europe, Africa and Middle East. He caters to a host of clients including HDFC, HSBC, TCS, Motilal Oswal, Godrej Group of Companies, Deloitte, UBS, J. P. Morgan to name a few. Raghu regularly conducts training in the domain of Finance & Accounting, Equity Valuation, Derivatives, Accounting for Derivatives & Financial Instruments and IFRS.

Venkat has been a member of the KPMG's financial services practice since 1999 and has worked with banks and financial institutions on audit, due diligence and securities offering assignments in India and the UK. Venkat was part of the team that established KPMG's Accounting Advisory Services practice in India in 2008 and has been the engagement partner on IFRS conversion and other engagements for a number of banking and insurance companies in India the South Asian Region. From 2010 till December 2012, Venkat was the financial services sector leader for KPMG's Risk Consulting practice in India, where he was responsible for accounting advisory, financial risk management, governance, risk and compliance and forensic service offerings for the FS sector for KPMG in India. He has also been closely associated with regulators from an accounting perspective including as a member of committees of the Reserve Bank of India and the Institute of Chartered Accountants of India in addition to being an advisor to the Indian Banks' Association. Venkat has been a co-author of KPMG's insights into IFRS and KPMG's Illustrative Financial Statements for Banks and is also a member of KPMG's global financial instruments accounting topic team. Venkat is a qualified chartered accountant and commerce graduate from University of Mumbai.

V. Venkataramanan

Prof. Raghu Iyer

PHOTO MONTAGE

PARTICIPANT FEEDBACK & COMMENTS

Overall design of the program is very good. Participant group is mixed, including freshers,which makes it quite interesting.

- R Kannan, Chairman, Shasun Pharmaceuticals Ltd

Very good & educative. Almost all the sessions were valuable. Most liked among be say role plays of Board room & the financial analysis.

- V S. Rangan, Executive Director, HDFC.

With the fast growth in the economy, businesses have expanded considerably increasing the roles and responsibilities of Independent Directors. So there is a need for various initiatives to help Ids with knowledge across sectors and to update the latest regulatory developments.

- Sudha Ravi, CEO, Piramal Finance Ltd.

Shailesh Haribakti’s session was very helpful. Chris knowledge & experience has helped greatly

- Rubi Arya, Director, Milestone Capital Advisors Ltd.

Legal & Risk were the best spoken and covered relevant topics

- Srinath Srinivasan, Chief Investment Officer, Oman India Joint Investment Fund

Board perspective, good presentations, good participations, interactive, very refreshing

- S K Mitra, Independent Director

Truly, thanks and kudos to Hunt Partners for the meticulous planning, the seamless flow from one topic to the next. the harmonious juxtaposing of the subjects and the quiet but incisive observation of every aspect of the program as it unfolded, day after day

- Pradeep Mal l ick , Independent Director, Ex-Regional Director Cll

Truly, thanks and kudos to Hunt Partners for the meticulous planning, the seamless flow from one topic to the next. the harmonious juxtaposing of the subjects and the quiet but incisive observation of every aspect of the program as it unfolded, day after day

- Pradeep Mallick,Independent Director, Ex-Regional Director Cll

A lot of ground has been covered. A r t i c u l a t i o n s w e r e v e r y good,authenticity was maintained.

A n j a n a M e n o n , H e a d Compensations & Benefits, Aditya Birla financial services group

Very useful, not only for people on the board but also enriching for personal & professional level. Well crafted agenda couriered well.

Dinesh Chhabra, CEOUsha International

Particularly enjoyed Raghu's session. Made a seemingly difficult subject riveting and lucid.Anita & Pradeep's session was extremely insightful.Role play was beautifully co ordinated.

Rica Bhattacharyya, Assistant Editor, Times Group

PARTNERS