How Would You Handle a Rude Director with Political Ties Who Can't Be Easily Removed?

Greetings of the day Seniors, I have been to one of the interviews recently. The interviewer posed me a question which I could not answer. Here it goes: "When a Director of a company is rude to employees and does not allow them to work by entertaining parties, and who is completely unprofessional, and apart from this, he has a sound political background so that he cannot be removed from the company, but the management has decided to remove him, what action should be taken?"

Please share your views on the above discussion, Seniors.

Thanks & Regards,
V. Vikram Kumar

My affirmative reply is that I would love to say, "When the management has decided to remove him, let them do their job because they are the authority and have the right to make appropriate decisions. They have not approached me seeking my views or opinions. Otherwise, allow me to play the role of management; I will show you how to remove him along with the right actions to be taken."

Effective Thinking Skills

Let's practice effective thinking skills. Whatever is applicable and proportional to the scenario of the location or circumstance, considering you were in the interviewing process. You should reply in a way that does not lead to an argument and be polite at all times.

I hope other members of this forum may be interested in posting their suggestions or views, etc.

With profound regards,

Skhadir and Jaweed, Sir, thanks much for your response. I hope, for sure, I will think in an effective manner and answer the questions posed to me in the coming interviews.

Thanks & Regards,
V. Vikram Kumar

Hi,

Since the management has decided to remove him, I don't see a dilemma. Surely the decision is not frivolous. They must have considered all aspects before choosing to dismiss him, regardless of the potential political fallout and related consequences.

Good riddance of bad rubbish.

Regards,
Col Gahlot
'TRURECRUIT'
[Phone Number Removed For Privacy Reasons]

In fact, the question was to check your knowledge about company law. So, it was not as simple to answer as suggested by some members. The appointment and removal of directors is controlled by the Companies Act 1956 and by company articles. In some respects, the Companies Act cannot be varied by company articles, but in other respects, it is indicative only, and its provisions may be amended or overridden by the articles.

Your reply in that case would have been, "If the management has decided to remove a Director, they may remove him by ordinary resolution passed by a simple majority by following the procedure laid down in Section 284 of the Company Act 1956, provided he is not a director appointed by the Central Government in pursuance of section 408."

This is really a very dicey question. A professional HR may have the best chance to use their skills here. As you know, management wants to get rid of this person, but at the same time, that person has good political backing, and his immediate removal may invite a few troubles for the organization. In that case, I would suggest creating circumstances so that the person himself will leave the company. Now, what kind of circumstances we should create again depends on the situation.

Regards

In fact, the question was to check your knowledge about company law. So, it was not so simple to answer as suggested by some members. The appointment and removal of directors are controlled by the Companies Act 1956 and by company articles. In some respects, the Companies Act cannot be varied by company articles, but in other respects, it is indicative only, and its provisions may be amended or overridden by the articles.

Your reply in that case would have been, "If the management has decided to remove a Director, they may remove him by an ordinary resolution passed by a simple majority by following the procedure laid down in Section 284 of the Company Act 1956, provided he is not a director appointed by the Central Government in pursuance of section 408."

Question from an Interview

I have been to one of the interviews recently. The interviewer posed me a question which I could not answer. Here it goes: "When a Director of a company is rude to employees and if he doesn't allow the employees to work by entertaining parties and who is completely unprofessional, and apart from this, he has a sound political background so that he cannot be removed from the company, but the management has decided to remove him, what action needs to be taken?"

Please share your views on the above discussion, Seniors.

Thanks & regards,
V. Vikram Kumar

Correctly stated by Mr. Dhingra, as far as the legality of the removal of a Director is concerned, the provisions of the Companies Act, 1956 will be followed.

Regards

The question is not at all diplomatic. It was, in fact, asked by the interviewers to test your knowledge about the relevant provisions relating to the appointment and removal of a director of a company. P.S. Dhingraji has very rightly explained the correct procedure to be followed for the removal of a director of a company. The answers given by a few others are far from the truth, and I do not know what made them give such suggestions for your question.

Thanks,
PS Dhingraji.

Thank you for the compliments. In fact, none of the questions from the interviewers are irrelevant. There is always some objective hidden behind them, aiming to test the candidate's knowledge and to assess whether they would be helpful in complex situations upon appointment.

Dear Mr. SK070707 and Mr. PSDINGRA,

There are many ways to respond to a query, and it's up to the respondent how they perceive the world. Even the interviewer (HR) should have the courtesy to explain the process if the applicant has no idea about the query asked. Don't expect the applicant to have every piece of information on hand; otherwise, they would have been in a better position.

I have no idea why you people are reacting in a foolish way. Everyone has the right to respond at their will. Check the way IIMs are responding to such queries. For your kind information, there are many queries raised by HR that are truly irrelevant and have nothing to do with the hiring process.

Having knowledge about the appointment and removal of directors is different from the current practices happening in many organizations. In most organizations, HR is not allowed to be involved in any board matters, as it is taken care of by the company-appointed lawyer and CA.

Those who have worked in organizations have better information/knowledge and bitter experience than those who are offering their services as consultants.

With profound regards,

Thank you for your wise advice, which I appreciate, especially as someone who may sometimes act foolishly. However, it is essential to recognize that there is no separate unit designated to perform overlapping tasks alongside the HR department in any organization. All functions related to appointments and terminations ultimately go through HR, regardless of where the decision originates, even if it is at the board level.

For my own understanding and to avoid providing misguided responses in the future, I would like to request feedback on what specific errors or offensive content you identified in my previous reply.

Furthermore, could you clarify why an interviewer should be obligated to disclose the questions in advance and their intended purpose, unless the interviewee seeks clarification? Should an HR interviewer be expected to provide classes to prospective candidates daily regarding the nature of their questions and expected responses before making a selection? Would this not be a waste of time and hinder the selection of qualified candidates?

It's worth noting that the original question was posed to solicit input from more experienced individuals, assuming it was a diplomatic inquiry. Your birthdate indicates you have around 8 years of work experience out of your 34 years of life. In contrast, I have over 40 years of practical experience, in addition to 10 years as a consultant post-retirement, with involvement in hiring up to the GM level. My response aimed to provide clarity based on company law without labeling the question as diplomatic or not. If my response aimed to educate both the questioner and the community, how could it be considered foolish by someone with your expertise?

If you found the interviewer's question or my response irrelevant, it would have been clearer to specify the reasons for such judgment.

If you struggle to accept informative feedback, it reflects poorly on your own understanding, as evident in your current response.

Regards

Dear PSDHINGRA,

Thank you for your reply. Firstly, kindly avoid underestimating anyone in this world. Please refrain from equating the number of years of experience with the knowledge gained. I must say that your way of assuming things sounds truly foolish.

Being a "senior" does not imply being an older person with decades of experience. I only value and respect the knowledge held by an individual, which is worth millions of dollars. Age is not a factor of concern for me.

Everyone has the right to suggest as they wish, but it is up to the end user whether to accept or reject those suggestions. Please do not undervalue others' suggestions solely based on your experience and age. Procedure and process are two different things.

Can you define how young is too young?

Most processes are routed through HR, but to my knowledge, HR is often seen as a rubber stamp in many organizations, regardless of size, with no authority or power to make major decisions. They often cannot even do justice to their employees, despite being employees themselves.

For your information, I do not claim to be a wise man. I believe that both a barber and a chef are professionals in their respective trades and should stick to their roles. A barber cannot be assigned a chef's job and vice versa. However, it is possible for a barber to have knowledge related to the chef's trade and vice versa.

1) What is your opinion of HR? Do you see them as individuals with wide knowledge of human psychology and well-defined recruitment procedures?

2) How do you perceive the current functioning of the HRM industry in most organizations? To understand this, one needs to study the problems and issues faced by many employees.

3) To what extent is HR empowered to make major decisions?

4) Can you prove your statement that none of the interviewers' questions are irrelevant? There is always an underlying purpose to test the candidate's knowledge and ability to handle complex situations.

"Effective time spent on selecting the best candidate by understanding their psychology through relevant queries specific to the role is invaluable compared to recruiting a candidate who may perform well during interviews but lacks productivity and capability in the workplace."

I have served as an Ex-Secretary General of Khaja Education Society, Gulbarga, Karnataka, where I recruited Deans, Principals, and IT specialists. This does not make me a great personality; it simply reflects my experience and understanding of human psychology.

I strive not to be a "frog in a well."

Have a nice day.

With profound regards,
Regards

I think we forgot to ask the poster which position he has applied for. If it is for a legal role, then the response must be purely technical, based on the provisions of company law. In the case that it is for HR, then the interviewee is definitely looking for HR skills to be applied in such situations.

Furthermore, I would like to humbly request Mr. Dhingra and Khaled to engage in a healthy and positive discussion.

Regards

Dear Mr. Shaik,

When you consider yourself a fool, I wonder why you consider others as fools as well? I still find a lot of evasiveness in your reply. I wonder how you view the interview process for selection. Is it a knowledge delivery class or a forum for the candidates, with the interviewer acting as their individual tutor for each candidate?

An interview is not held to disseminate knowledge among the variety of participating candidates; rather, it is held for the specific purpose of selecting a candidate from the entire pool. Regarding the relevance of questions during any interview, only a few interviewers like to rely solely on questions prepared by HR. The questions often depend on the company's current challenges or are used to eliminate candidates who lack critical thinking skills or presence of mind. Therefore, the purpose behind any question is always present, whether positive or negative.

The functioning of international organizations in your country cannot serve as the sole criteria or example, as these organizations follow their own culture, rules, and traditions. It would be more beneficial to review native organizations, including government organizations. My comments are not baseless but are rooted in more than two years of recent research on Gulf/Arabic countries.

As for straightforwardness, had you seen all of my replies, you would have recognized my straightforwardness from my answers.

In your first post, you mentioned handling situations and the importance of willpower over knowledge. You emphasized the significance of self-confidence, logic, and critical thinking skills in today's generation.

In your second post, you questioned the relevance of every query raised by HR during interviews, highlighting the importance of identifying the right candidate with the necessary skills and attitude for the job.

It seems that many individuals underestimate the world around them, preferring imagination over reality. However, being straightforward and knowledgeable holds great value in life.

In conclusion, I encourage you to explore the current HRM industry and the professionals within it. Interviews should be a learning opportunity for applicants rather than a source of frustration. Sharing knowledge during the process can lead to mutual growth.

Regarding expatriates and international organizations, further research on their functioning compared to those in India might provide valuable insights. I believe in being straightforward without intending to hurt anyone's feelings.

By the way, I always consider myself a fool, as I love to explore beyond my limits as expressed in many of my posts.

Have a nice day.

With profound regards,

I am making a few assumptions, and within these parameters, I will respond.

1. We are talking about a company registered under the Indian Companies Act 1956 and is bound by compliances under the act.
2. There are more than two Directors, and if the number is even, the chairman will have the casting vote on resolutions.
3. The organization is making good business.
4. There are more reasons for his exit than his misbehavior with employees and his political connections.

Having set out the premises, let us look at other facts:

1. The organization is an economic organization being propelled by bottom-line compulsions.
2. Employee grievances cannot be the sole or primary cause leading to his removal.

The procedural part of the removal will have to be stipulated by a good and competent Company Secretary, and none of us are up to advising the procedure.

Removing a Director (and especially such a one) is tricky business as it will entail "costs and calamities" that cannot be fully estimated. My concern will be to take a good and as accurate as possible a stock of these factors before proceeding with terminal action.

If the organization is a Private limited one, the Articles of Association will have provisions to buy him out on the basis of the "fair value" of his shareholding (which a good CA and/or CS can provide). If it is not possible for existing remaining Directors, it is possible to bring in an outsider and settle a "negotiated price" for his shares.

If the organization is a "Partnership Firm," similar provisions will exist in the registered partnership deed.

But whatever the matter, the question asked to you in the interview and shared by you is an involved question that demands deep scrutiny, legally and operationally. It is impossible to provide "the" answer on this forum.

Even I have shared just a few pointers. The ultimate answer is, "Yes, by following a stipulated procedure only he can be removed." But more important than this aspect is the aspect of "costs and calamities" need near accurate assessment and the necessary willingness and ability to face these. Such removal decisions cannot be taken or implemented in an unholy haste.

I suppose the interviewers were not expecting "the" answer but wanted to look at your general knowledge, approach, and maturity! And this comes by experience.

Regards,
samvedan
July 05, 2011