‘The fight is for good governance’

Cyrus Mistry says the fight is for good governance. In an interview with BusinessLine, he says that his aim is to ensure that the right of all shareholders is protected.

Given the outcome of last three EGMs, where you concerned that shareholders will vote you out at other four meetings also?

The result of each of these EGMs was a foregone conclusion. Let me be very frank with you. My worry was that I would win in the coming EGMs. It has created a situation where most of the shareholders, independent directors and all of the employees were concerned - ‘what if I win!’

So, it was not a case of I’m losing or winning. The more important was what happens if I win. If that was the case created by the Tata Group and Tata Sons that they would disrupt the functioning of the company if I continue to be on the board. I did not want to put the employees and the management, independent directors on the board through that process. My thing is to be constructive and not disruptive. I have always been consistent with my action to ensure this. You might have seen this in the e-mails I send through that this fight is not for position. I did not want that. If that has been the case, why I would have stayed for the TCS EGM. It was a foregone conclusion. I stayed back for that to show that the fight is not for position. It is to ensure to push ahead and get different stakeholders on to put pressure on the Tata Group to carry on the reforms. I will continue to be on the Tata Sons board.

If the fight is not for position, what is it for?

It is for good governance. I was out of that on October 24. It is not that I have decided it today (to withdraw from the fight). Effectively, it is an effort to fight to ensure in different forums and the board of operating companies whether it is in the board of Tata Sons or whether in the interface that is operating between Tata Sons and Tata Trust. On the day when I was removed it was all about how do I put a governance structure in place and how do I put a governance structure that is vibrant to create positive result for the companies. One of the roles I have played is to institutionalise the Group. If you look at the Group’s operating companies, we have Group governance guidelines. Effectively, I was evaluated by 50 independent directors a year. I like to ensure that this process is put in place in (Tata) Sons and the (Tata) Trust itself. My aim is to ensure that the right of all the shareholders is protected.

Now that you are out of the board of operating companies, how will you ensure governance?

I will look into different forums to ensure that it happens. The legal forum is one of the largest among them.

Is it not an U-turn of your strategy. You could have stepped down at the beginning and done the same what you are doing now? You have eroded ₹1 lakh crore of shareholders’ wealth.

The point is shareholders’ wealth was eroded not because I stayed in the board and doing constructive work. It fell because I was asked to step down without assigning any reason. Coercive action with your shareholders and with the board members takes out value. Clearly that’s the way I look at it.

Was erosion in value of your family stake in Tata Sons was also considered when you decided to step down from the boards of all operating companies?

I have followed one philosophy. You do the right thing, look at the long term and make sure the institution flourishes and in the long term, things will always be strong. If we really undermine the institution today, you will lose the institution going into the future.

Given a chance, do you want to become Tata Sons Chairman again?

I have no hankering for any position. I have been saying that right from Day one. I did not come into the position. Nobody refuted when I came into the position and I did stay in it. I have consistently said that in the last eight weeks in my letters and in my representation to TCS shareholders. It is not for position. I am extremely lucky with what has been given. Our family has been associated (with Tata Group) for 50 years. The role we have played has been of guardianship. The role I still would like to play is of guardianship. I am still with that role, the forum may change.

What next on your agenda?

I am going on holiday for a week.

Will the holiday be with Ratan Tata as he is also a relieved man now?

(Laughs) I should say you have a good sense of humour.

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