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About Barclays WealthBarclays Wealth is a leading global wealth manager, and the UK’s largest, with total client assets of £170bn, as at 30 June 2011. With offices in over 20 countries, Barclays Wealth focuses on private and intermediary clients worldwide, providing international and private banking, investment management, fiduciary services and brokerage.

Barclays Wealth is the wealth management division of Barclays.

Barclays is a major global financial services provider engaged in retail banking, credit cards, corporate and investment banking and wealth management with an extensive international presence in Europe, the Americas, Africa and Asia. With over 300 years of history and expertise in banking, Barclays operates in over 50 countries and employs over 145,000 people. Barclays moves, lends, invests and protects money for customers and clients worldwide

For further information about Barclays Wealth, please visit our website www.barclayswealth.com

About Dun & Bradstreet (D&B) Dun & Bradstreet (NYSE:DNB), the world’s leading source of global business information, knowledge and insight, has been enabling companies to Decide with Confidence® for 170 years. D&B’s global commercial database contains more than 200 million business records. The database is enhanced by D&B’s proprietary DUNSRight® Quality Process, which transforms the enormous amount of data collected daily into decision-ready insight. Through the D&B Worldwide Network – an unrivaled alliance of D&B and leading business information providers around the world – customers gain access to the world’s largest and highest quality global commercial business information database.

Customers use D&B Risk Management Solutions to mitigate risk, increase cash flow and drive increased profitability, D&B Sales & Marketing Solutions to analyse markets, locate prospects and increase revenue from new and existing customers; D&B Export Marketing Solutions to gain significant insight into overseas markets and increase sales; D&B Learning Solutions to facilitate professional growth and excellence among their executives and D&B Economic Analysis Group to derive pragmatic and solution-oriented analyses of strategic economic and business developments, thereby aiding informed decision making.

D&B featured on FORTUNE Magazine’s Most Admired Companies Industry List for four consecutive years (2006 -2009), ranking first in the Financial Data Services category. D&B ranked first in the areas of employee talent, financial soundness, long-term investment, quality of management and use of corporate assets. In 2011, D&B featured on the World’s Most Ethical Companies list in the Business Services category by Ethisphere. The World’s Most Ethical Companies designation recognizes companies that truly go beyond making statements about doing business “ethically” and translate those words into action.

For more information, please visit www.dnb.co.in

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ContentsIntroduction .............................................................................................................3

Methodology ...........................................................................................................4

Changing Dynamics ...............................................................................................5

Components of Quality Leadership ....................................................................7

Importance of Corporate Governance ...............................................................9

Conclusion .............................................................................................................12

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Introduction The post liberalization period was largely instrumental in introducing the Indian businesses, especially family owned ones, to the global markets. Gradually, India Inc started adopting strategies to combat the vagaries of the global environment. The tumultuous environment of the past few years forced the Indian companies to identify core areas that could act as strategic tools for enhancing efficiencies and rejuvenating a fast-depleting pool of limited resources. More and more businesses are increasingly acknowledging their dependence on human and natural resources, in addition to physical and financial capital. The process of ensuring business continuity is taking the centre stage as organisations realise that economic activity is not far from irreparably degrading or destroying the very natural and human resources on which it thrives. Today, the focus has shifted for integrating guidance and governance for building, nurturing and achieving long term sustainable goals.

Over the past several decades, Indian family businesses have successfully co-existed with new generation entrepreneurs and transnational companies. However, most family owned businesses grapple with sustained leadership and governance issues in face of continuous changes in technology, markets and competition. Long term success and sustenance in business becomes easy when the entrepreneur continuously re-looks strategies and re-defines business goals. Family businesses are moving up the corporate ladder by integrating family management and professional leaders.

India Inc has witnessed several governance breaches including the recent spate of scams and blatant alleged revelations of corruption. The magnitude of these high-profile scams has left the country and investors in a state of shock and is largely perceived as matters within the realm of public governance. Questions are increasingly raised on the acts and omissions of the corporate sector as well. Progressive investigation results and media discussions reflect a new tide of corporate governance crisis surfacing in the country. Predictably, fingers are pointed at the higher echelons of leadership that are at present at the helm of affairs. Do the terms quality leadership and governance go hand-in-hand for building a robust business continuity model? How critical are the values associated with quality leadership for building a stable business? What are the traits of a worthy leader that sets him/her apart from others? Is corporate governance viewed as a paper-mache model that runs on sentiment and cannot be implemented without an enforcer? Today, when India is standing on the threshold of emerging as a major global economy, these topics assume importance of gargantuan proportion which needs to be addressed for a brighter and clearer future.

To achieve long-term sustainability on a broader scale in these key areas, it is important to identify and groom key leadership traits which can instil awareness of good corporate governance practices among all ownership groups and most essentially to key private-sector stake holders. A well governed enterprise in terms of providing robust leadership and transparent policies and systems, not only integrates its long-term objectives but also strengthens the organizational framework in terms of analysing risks, discovering opportunities and allocating capital in the best interests of shareowners.

Thus, highlighting the need for a debate on issues concerning leadership and corporate governance commitment towards building a sustainable business environment, D&B India, in association with Barclays Wealth, conducted a study of individuals, primarily identified as corporate leaders of family-owned business, to gain their perspectives on topics that are critical for ensuring business continuity.

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MethodologyEnsuring business continuity by building a robust sustainable business environment has emerged as one of the critical areas that Indian family businesses need to address for long-term development prospects. Acknowledging the importance of this subject for an in-depth discussion, Dun and Bradstreet, in association with Barclays Wealth, conducted a study on this topic. The study, comprising qualitative and quantitative information, aimed at identifying the various factors that help in building a sustainable business environment.

For this purpose, Dun and Bradstreet and Barclays Wealth identified two key cornerstone areas of business — quality leadership and corporate governance. These two areas were chosen keeping in mind their invaluable contribution in creating and charting a business milieu conducive for corporate India. Dun and Bradstreet and Barclays Wealth chose family business owners having a broad level of experience in areas of quality leadership and corporate governance.

For the purpose of the study, respondents that primarily operate as corporate leaders of family owned businesses with annual company turnover of around Rs 2,000 million were chosen. The screening process for short listing candidates involved parameters such as familiarity with outstanding leadership traits, succession planning and benefits of a proper framework of internal systems among others based on their professional and personal experiences.

Dun and Bradstreet conducted primary research of over 200 respondents across five cities — Mumbai, New Delhi, Bengaluru, Kolkata and Chennai. Interviews were conducted to capture the respondents’ experiences, views and perspective on various themes related to the focus areas of quality leadership and corporate governance. Further, Dun and Bradstreet also conducted a focus group discussion in Delhi for in-depth analysis, the findings of which are incorporated in the report. Respondents to the survey were involved in business activities like manufacturing, trading and services spanning across sectors like engineering and electronics, textiles, food and agro, FMCG, travel and tourism, chemicals, metals, real estate, financial services, infrastructure and BPO/KPO among others.

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Changing Dynamics Quality Leadership and Governance–key-stones for building a sustainable business

Any initiative towards creating a long-term business continuity ecosystem needs complete determination and commitment of the top-rung leadership. Many family businesses in India find it difficult to fathom the need and benefits of efforts towards building such a sustainable business. Lack of commitment on the part of top leadership ensures that sustainable development remains a beautifully worded statement seldom acted upon.

Quality leadership on the other hand goes a long way in building a sustainable business. When the flow of ideas and commitment start from the top, they are bound to trickle down to the lowest rank, thereby generating a synergistic momentum that drives efforts towards building a sustainable business. Sustained leadership has a crucial role in ensuring that all the diverse factors required for building business continuity strategies work in cohesion towards the common objective while leadership paves the path.

Family business leaders, especially the first generation entrepreneurs, have a tendency to invest in the same strategy that might have proven to be successful during the initial stages of establishment. However, if an entrepreneur fails to realize and tap the changes happening outside, his business might not have a sustainable future. Many flourishing businesses around the time of Independence might have failed primarily because of this. Change, therefore, should be an entrepreneur’s main strategy.

Our study observed that with changing technologies and rising competition, Indian family businesses are constantly changing their mindset and work culture to stay relevant and grow in the global context. In order to achieve success, family businesses are focusing and investing in broad relevant areas like acquiring professional expertise and enhancing governance levels.

A heartening fact is that family businesses not only understand the need for evolution of a strong business continuity model but also acknowledge the significance of the role played by quality leadership and governance in building a sustainable business. Leadership, a critical management skill, is the ability to motivate a group of people toward a common goal. Our study found that more than one third of the respondents rated ‘quality leadership’ as the most important among various factors for building a sustainable business environment. Quality leadership, with its ability to drive change, motivate people, and create an environment that is conducive for building a sustainable business, is rightly chosen as the most crucial among all factors. Ensuring long-term sustainability in earnings, values, human and other resources and the environment is increasingly gaining importance. At the same time, it was revealed that a robust framework of internal processes and systems forms an integral portion in various levels of business continuity.

Almost 93% of our respondents believed that corporate governance is an important canon for long-term business continuity. Majority of them viewed corporate governance as pillars or foundation of business sustainability as it not only helps in building confidence and trust among shareholders but also plays a pivotal role in protecting stakeholder’s rights. Good governance can help prevent any kind of business malpractices in long run.

Businesses are keeping it professional

Contrary to popular perception, the adage ‘like father like son’ seems to have little relevance for family businesses and owners as more and more leaders are increasingly looking beyond their families and first generation entrepreneurs for grooming corporate leadership. As aptly quoted by a respondent ‘professional managers from the industry know the business and entrepreneurs have an eagerness to learn even if not from the industry’. Of late, many family businesses have been observed bringing an organisational culture which encourages the growth of professional talent with top management undertaking a lot of training programmes to ensure shattering of the glass ceiling, which often appears as a major hindrance in the evolution of young talent.

Preference for hiring in leadership positions (% respondents)

Source: Survey Results

Preference given to capable professional managers

While promoters retain financial ownership to themselves, nearly 67% respondents prefer hiring professional managers in leadership positions. This clearly implies that while financial ownership still rests with promoters or founders, the psychological ownership of brand, business strategy and execution is being delegated to senior professionals. Only 15% of respondents choose to keep the leadership within the family.

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Bengaluru and Chennai led the way with about 70% respondents employing professional managers at second rung leadership. Mumbai and Bengaluru are highly inclined towards professionals from the industry for the next rung of leadership. Delhi, Chennai and Kolkata seem to be a little more inclined towards professionals from within the organisation.

City-wise preference for leadership positions

Source: Survey Results

Decision making and enhancing business prospects emerge as key traits for choosing a successor

Clear prioritization of requirements for leadership roles is evident among the respondents. Decision making and enhancing business prospects emerge as the top most rated traits required for leadership. Efficiently managing crisis at various levels was also observed as one more coveted quality that distinguishes a quality leader from others.

Prominent qualities for choosing an able leader (% responses)

Source: Survey Results

For Delhi, crisis management scored over decision making and enhancing business prospects as the key traits while choosing a successor. In Bengaluru, networking abilities followed ability to enhance business prospects. In Chennai, decision making and ability to enhance business prospects play equally an important role while choosing a leader.

City-wise preferences of prominent qualities for choosing an able leader

Source: Survey Results

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Decision making the hallmark of quality leadership

The key differentiating factor between quality leadership and ordinary leadership lies in the leader’s ability to make the right decision at the right time. And the results of the study amply reflected this with decision making emerging as the major trait attributed to quality leadership. Planning closely followed decision making among other important traits of quality leadership.

Desired traits of quality leaders (% responses)

Source: Survey Results

Decision making implies that there are alternative choices to be considered and in such a case, a leader’s priority is not only to identify as many of these alternatives as possible but to choose the one that is most likely to be successful and complies with the organisation’s broad vision. Decision making plays a critical role in the success or failure of an organisation. A right decision taken at the right time and effectively implemented does wonders for the prospect of a business or even a country. Planning and decision making are intricately related to each other in as much as planning lays down a detailed road map of the organisations’ journey towards meeting its goals and fulfilling its vision.

Despite the paramount significance attributed to decision making, it seldom achieves its purpose unless it is effectively executed. Proper implementation is as crucial as making the right decision. Although in many cases, execution is believed to be the responsibility of the middle management, it is imperative for the top management to make sure that the decision is effectively implemented. It has been noted that any decision however great or any planning however encompassing is ineffective without proper execution.

City wise analysis of top rated traits of quality leadership

Source: Survey Results

It is heartening to observe that family businesses in India have ranked ‘values and ethics’ higher than ‘enhancing business proposition’, reflecting the Indian tradition of valuing virtues over business gains. Ethics reflects the philosophy of business, encompassing the rights and duties between a company and its employees, suppliers, customers and neighbours, its fiduciary responsibility to its shareholders etc. Indian corporates are increasingly formulated internal policies pertaining to the ethical conduct of employees. An increasing number of companies are encouraging employees to attend seminars regarding business conduct, which often include discussion of the company’s policies, specific case studies, and legal requirements.

However, the foundation for ethical behaviour goes well beyond corporate culture and the policies of any given company, for it also depends greatly upon an individual’s early moral training, the other institutions that affect an individual, the competitive business environment the company is in and the society as a whole.

In terms of ethics taking priority over other factors, Bengaluru scored over all other cities. More than two thirds of the respondents from Bengaluru ranked values and ethics as the foremost trait of quality leadership instead of planning and decision making as in the case of other cities. Further, as mentioned earlier, ethics for this group also turned out to be the most common term to be associated with corporate governance thus once again fortifying their faith in business values and ethics. In short, values and ethics tuned out to be the most important common bridge between leadership and corporate governance for Bengaluru respondents.

Components of Quality Leadership

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Planning and ethics emerged as two key aspects of leadership in Delhi. Respondents from Mumbai and Kolkata chose decision making and planning as the two top most qualities. For Chennai, decision making and execution emerged as two significant traits.

Leaders are born but can be nurtured just as wellAs we have understood the key traits enabling quality leadership, we now have to tackle the age old debate regarding the acquisition of these traits. There are traditionally two varied school of thoughts on this, one says that these traits are inherent in a person that is to say that leaders are born and not cultivated. The other opinion on this is that with proper training, guidance and opportunities leadership skills can be cultivated in a worthy individual.

Perception of inheritance of leadership qualities (% responses)

Source: Survey Results

Around 47% believe that worthy leadership qualities are inherent and cannot be inculcated. On the contrary, about 39% disagree and believe that worthy leadership qualities can be inculcated. Training, mentoring and experience turned out to be key factors in inculcation of leadership qualities. Delhi, Bengaluru and Chennai were found to be in favour of inherent leadership qualities. Mumbai was more inclined towards inculcation, whereas Kolkata seemed to equally favour both the types.

City-Wise perception of leadership inherence

Source: Survey Results

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Governance has truly shifted the focus of businesses in modern India. Besides being loved by investors, internally the country is witnessing economic growth, largely unaffected by global disruptions. To continue this growth story, it is imperative for family businesses to not only comply with the law but also encourage values, morals and ethics as part of its corporate culture. It is equally important for the leaders to have a better understanding of corporate governance. It is also true that corporate governance cannot be structured and is largely considered ambiguous. Adoption and implementation of corporate governance may vary as per the scale and magnitude of a company’s operations. It was interesting to note that irrespective of the operational magnitude, the basic awareness level of Indian business leaders was observed to be reasonably good. The study revealed that more than 80% respondents have moderate-to-high understanding of the corporate governance guidelines.

Ensuring long-term sustainability in earnings, values, human and other resources and the environment is increasingly gaining importance. Almost 93% of our respondents believed corporate governance to be an important canon for long-term business sustainability.

City-wise comparison of Importance Level of corporate governance

Source: Survey Results

Majority of them viewed corporate governance as pillars or foundation of business sustainability as it not only helps in building confidence and trust among shareholders but also plays a pivotal role in protecting stakeholder’s rights. Good governance can help prevent any kind of business malpractices in long run. A close-analysis of the responses in our study reveals a new revolution in business perspectives among domestic entrepreneurs. Business goals now are bound by core values, encompassing elements like human rights, environmental protection and anti-corruption, thereby leading to a healthy organisation. However, the way they are put into practice has to be determined by those with responsibility for implementing them. The important steps taken initially will not be fully effective with lack of implementation.

It was observed that in spite of fully understanding the importance of corporate governance, around two thirds of the respondents have restricted the implementation only to selected areas of day-to-day business or none at all. For the remaining one third of the respondents, maximum implementation was observed in the areas of training, performance evaluation, job evaluation, handling grievances, decision making, and audit. It is critical for companies to endorse corporate governance as an obligation and not merely a mundane routine activity.

Implementation of corporate governance (% respondents)

Source: Survey Results

Corporate governance turns out to becrucial for building scale and takingbusiness to next level

Financial market integrity originates from interaction of market forces that reward the efficient and punish the inefficient. We have seen instances in the past, when the share-prices of a company have plunged following unsavory disclosures with the scams not only ruining future prospects of the companies but also making it difficult for the acquirer to restore investor confidence. Thus it can be learned that faulty corporate governance practices can not only spoil the brand image of a company in the minds of investors but also cramp its future growth prospects.

About 84% respondents feel that corporate governance is critical for creating good brand image. The impact of corporate governance on branding is clearly reflected by one of the respondent’s view “brand image of a company depends more on what is projected while building the brand, it may not reflect the true picture of what the beliefs and practices of the company are, while the company is evaluated based on how transparent and ethical its processes and practices are”.

Importance of Corporate Governance

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Significance of corporate governance in future

Source: Survey Results

Corporate governance emerges as a signifi-cant tool for attracting strategic investments

Corporate governance considerations are made across all stages of an investment process. These codes are globally well accepted by investors. Governance is a critical tool in restoring public and investor confidence. About 83% respondents felt that efficient corporate governance also helps attract strategic investment.

Overall majority of the respondents disclosed their plans to opt for the IPO route for raising funds to help meet future expansion and diversification goals. However, from a short-term perspective involving a time frame of 1-2 years, majority of the companies preferred to procure strategic investment. Debt funding which was least preferred by the respondents, however, it stood strong from a long-term perspective. A heartening fact is that nearly 81% of the respondents believed that corporate governance would play a critical role in procuring strategic investments regardless of the financial vehicle chosen by them.

Robust corporate governance practices vital for respective future plans

Source: Survey Results

Disclosure of sensitive information emerges as a strong hurdle in implementation ofcorporate governance

Several developed and developing markets have enacted compliance laws and regulations to ensure that material information, both financial and non-financial, is disclosed correctly, accurately and transparently and on a timely basis, in accordance with relevant laws and regulations. However, in most of these countries, the laws and regulations are primarily directed towards listed companies and state owned enterprises. The number, size and potential impact of small and medium enterprises (SME’s) and family run enterprises operating in these countries cannot be overlooked. Hence, for making businesses sustainable, corporate governance has to be closely integrated with our business practices.

We asked respondents to rate a few inhibiting factors that are liable for lack of effective corporate governance implementation. A strong resistance towards disclosure of sensitive information in the public domain was observed among the responding companies. More than half of the respondents that have not implemented any form of corporate governance norms, rated disclosure of sensitive information as the greatest bottle-neck for lackluster implementation of corporate governance. There also exists a widespread misconception that implementing corporate governance entails high costs and such costs do not generate benefits to the organisation. Further, ambiguity on corporate governance guidelines and lack of guidance towards implementation also continue to be bigger risks.

Inhibitors for implementing corporate governance (% responses)

Source: Survey Results

The above two reasons viz., disclosure of sensitive information and investment in time, energy and money give us an indication about the lack of requisite knowledge on the corporate governance framework for respondents that have not implemented any form of corporate governance measures in the organization.

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The results also corresponded proportionately for each of the cities except for Delhi wherein disclosure of sensitive information and exposure of internal operations emerged as two top most inhibiting factors for implementing corporate governance practices in the organisation.

Few family businesses still consider corporate governance as a vague and unnecessary exercise and believe that its application is restricted only to big corporate houses. Imperfection in the implementation of corporate governance also often arises due to information asymmetry between controlling and non-controlling owners. In order to enhance governance practices at both macro and micro level for both listed and non-listed companies, it is important to disseminate and spread knowledge and awareness. Changing mentalities and perceptions should start from academic levels and then should be followed up through business associations, chamber of commerce, training, seminars, rating agencies, institutional investors and the media. Companies need an exchange of practical guidance in order to conceive and implement successful governance mechanism.

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ConclusionIt is a universally accepted fact that the elements needed for the creation and development of a business continuity environment keep changing at different stages. The roles of entrepreneurship, liberalization and global exposure emerged as key factors for a sustainable business environment in the past. Post liberalization, Indian family businesses had to re-orient to compete in a global, competitive environment. Today, we have reached a stage wherein the roles of quality leadership and corporate governance cannot be undermined.

Do quality leadership and corporate governance, which have a seemingly mutually exclusive independent existence, in fact form a cohesive bond whose resilience is tested in a crisis? Our study results indicate that quality leadership is a top priority for ensuring business continuity whereas accountability emerges as the most common term associated with corporate governance. In other words, noteworthy leadership in the form of proper accountability is essential for business environment.

Gone are the days when family-run businesses continued with their tradition for decades by handing over the company’s reins to the next generation. Today, as our findings reveal, corporate India looks beyond the family to groom quality leadership in the form of professional managers. It was also encouraging to learn that corporate India has ranked ‘values and ethics’ higher than ‘enhancing business proposition’. The study, which takes into account the functions of ownership and decision making; control and management; processes and governance; succession planning indicates that quality leadership and corporate governance go hand-in-hand towards building a business environment that is conducive in the long term. Although these concepts can be viewed independently, they come together in a co-dependent manner to create a strong platform to enable sustainable growth for a company.

Indian entrepreneurs have shown their ability to adapt to the changing economic environment and deal positively with the uncertainties in the market place. They have realized that strong and professional leadership coupled with proper systems and processes are critical components for achieving stable business continuity in the long run. Further, they have become aware that internal processes in the form of robust corporate governance measures lead to better transparency resulting in strategic investment. Going ahead as well, the family business structure continues to evolve and compete effectively.

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This publication has been prepared by Barclays Securities (India) Private Limited (“BSIPL”) through its Barclays Wealth division. Barclays Wealth is the wealth management division of Barclays and operates through Barclays Bank PLC (“BBPLC”) and its subsidiaries, including BSIPL, BSIPL Trustees (India) Private Limited (“BWTIPL”), Barclays Investments and Loan (India) Limited (“BILIL”).

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