There were matters on which we agreed to disagree: HDFC CEO

HDFC Bank CEO and MD Sashidhar Jagdishan said in an interview with TOI that there were matters on which he and the former chairman agreed to disagree, and these were dealt with maturity on the board, and his resignation came as a surprise. However, Chinese whispers gave these a dramatic flavour outside.When did you come to know about the resignation of Atanu Chakraborty?After 4 pm, there were a few members who were a part of the nomination and remuneration committee (NRC), who got to know at about 2:30 p.m. But, I got to know as the meeting was being opened up.What was your initial reaction?Obviously, like every other member of the board, I was very shocked because there was no reason until then for him to do what he did because he was at the helm; he was rather intense and enjoying his role. He was efficiently handling the matters. So, we did ask him. We were even more shocked by the insertion of these two lines. We asked him, “If you do have any concerns or issues, why don’t you please table the same?” To which he said there were no issues to share. The board asked him vociferously to remove it. He remained steadfast and we had to accept and move on.Has the board constituted a committee or is looking at an independent evaluation? Will you recuse yourself in case of an enquiry?We will be convening multiple board meetings during the course of the week. There will be other meetings which we will convene to constitute such studies or examinations as they deem appropriate. It is very premature. If the board process says it is going to be independent, whether it’s a committee or otherwise, I’m not going to be a part of the committee.As CEO, are you comfortable with an independent investigation? Do you see the need for a completely independent panel?My personal view is that we should have one, ideally, an independent person as well in the committee. As to an independent panel, I need to understand… Are there people who will be available? Or whether there can be a firm which can be constituted? I’m not able to visualise as to what the collective body would be thinking about. But heart of hearts, that’s the right thinking to do-to have an independent person or an independent body of persons.There have been rumours about issues between you and the former chairman which led to this episode… In good governance, it is important that there are constructive deliberations and discussions. But I need to put my differing views on the table and not necessarily accept whatever is being thrust upon. I would expect a similar thought process in board and committee discussions. So, I’m not apologetic that there have been cases where we have agreed to disagree. But, it is only on substantive matters, and not on all matters. They could be people issues. For example, we would have a view as management on promotions or in reorganisations. Or, it could be performance assessment matrices: what should be thresholds for a good performance.There was talk that the former chairman had strong views on some issues and addressed executives, and at some point, RBI had a word with him. Are you aware of that?No, on the latter one, I don’t have visibility. I’m not aware of this. But, the ultimate authority of approval is with NRC, where he’s just a member; he is not the one who does that. One report spoke about a power struggle in management… there have been talks about division heads behaving like satraps…One of the positives of HDFC Bank is there are people with a lot of institutional knowledge. This gives solidity to the organisation. So, if some people have this perception, that is unfortunate. I am proud of my team. I wish I could protect and have all of them during my tenure. And, if at all I’m nominated or if the approvals come even in future, I would like to carry on with my team. If I’m unable to satisfy their ambitions, I’ll be sad to see them go. But having said that, we have enough depth in the organization.The action against the employees for mis-selling was taken immediately after the chairman resigned. There are reports of a police complaint filed by an employee, which triggered all this. Can you clarify?No link exists between the AT1 bond issue and the chairman’s exit. There is a timing overlap, nothing more. The Dubai regulator triggered a review that examined staff accountability, with the disciplinary panel sending findings to the board’s nomination committee, reflecting a rule-bound process. The issue was a Dubai onboarding/documentation gap, not mis-selling. Gaps were identified and actions taken across levels. In the Credit Suisse issue, the clients were well off and could take rational financial decisions. But when they lost money, they tried to find technical loopholes and tried to pin blame on the distributor. . On social media, there are complaints over mis-selling by the bank and also allegations against senior management persons. I’m happy to say that despite being one of the largest institutions in terms of distributing third-party products, we have one of the lowest mis-selling complaints accepted. I am not apologetic about it.