Shownotes: 

Journalists and PR professionals don't always trust each other, even though there is a mutual dependence - journalists are wary of spin, and the PR pro is worried about a negative angle or a hatchet job. However, it is possible to foster trust based on good ethics, respect and professionalism.

My guest Deepali Gupta is a journalist with nearly 2 decades of experience working with some of the most prestigious Indian and global publications (Indian Express, Dow Jones, Wall Street Journal, Economic Times). Deepali is also the author a book 'Tata vs Mistry'. 

We reconnected when she moved to the UK last summer with her family; as diaspora forging a new relationship based on our shared stories, experiences and love of India. 

She is not my typical guest, but I grew interested in talking to her when I read about how skewed the ratio is between men and women business authors. In the episode we also spoke about Deepali's journey to becoming a journalist covering finance, equity markets, conglomerates

👉🏾 Why she decided to write her first book on corporate India's growing up moment and biggest boardroom battle

👉🏾 How she prepared for it with material mostly available in public domain (approx 9000 pages of information) 

👉🏾 And of course focus on some of the issues that she dealt with in her book on governance, trust, conflict, succession planning, independent directors, family run businesses

👉🏾 We also spoke about her experiences in the newsroom and what it takes to succeed as a female journalist

👉🏾 Her much delayed next book (due to COVID) and a new beginning in the UK

Memorable passages from the episode: 

👉🏾Thank you so much for having me here. It's lovely to be here. 

👉🏾 So I've been a journalist for a little less than two decades. I started with the Indian Express group, then went away to Dow Jones and the Wall Street Journal and finally settled into a nice role at the Economic Times. I quit the Economic Times towards the end of 2018 with a mission to write a book.You know the outcome of that. It's called 'TATA vs MISTRY'.

And to be honest, I landed in journalism purely accidentally. I come from a family of professionals who are overachievers in their academic fields and I wasn't one of those. So even though the charter for me was perhaps to follow a PhD in physics or coding and science related. I don't think I fell in that category. So when I finished my college The Hindu group came and gave me an offer and said, well, you finished English literature, why don't you consider this as a profession. And that actually took me to St. Xavier's to go on and finish a post-graduation in journalism, per se.

In hindsight, there couldn't have been a better profession for me. But this was a field that gave me a foot in every door, it allowed me to ask questions. So I landed up covering technology from an enterprise perspective, from an innovation perspective. I covered pharmaceuticals and again, the jargon over there can be quite intimidating, but it's fun once you've gotten the hang of it. I did equity markets, financial policy, RBI policy. And that breadth of coverage kind of landed me into a role in mergers and acquisitions and conglomerates. And that of course is, like I said, it all sort of lines up to....

👉🏾 So to be honest this is a very welcoming profession for women, contrary to perceptions. When I joined journalism, the perception was that this is a dirty profession for loose girls, right? I don't think that I agree with that, I think that my experiences have all largely been clean. Yes, you have that occasional brush, but I think that's true in life in general. So my newsrooms have always been clean, it's been a great arena to foster conversation, to foster intellectual thought and I do think that you are seen as a peer in the newsroom.

That said, I think the hours are needed and at some point in your life, in my case, I went through maternity and there is a lean period. But I don't think that you can grudge anyone else putting in more hours than you. Your focus had changed, you went away and did something else and then you came back to it. By the time you have come back to it, if you're writing regularly, then you continue to get that much more. Breaking back into that feels like you're reinventing the wheel, but I mean that's par for the course, it's true for any profession. I think journalism is one of those professions, also because it's public, you can always very openly collate what your success rate has been. But it's a great profession for women. 

👉🏾 Okay, so let's go back to the journey. Now I've been writing on TATA companies from the beginning of my career. I mean, if you track finance in India, then it's very hard to not write about a TATA company, they're in everything. And I think from TCS in tech to TATA Chemicals they're everywhere. So, I've written about various TATA companies throughout my career. In 2016 when all of this was unfolding, I was very actively involved with covering an issue that the group was having with their Japanese partner in the telecom ventures. And this was NTT DoCoMo, and it was a very bitter feud which was going on between the Japanese partner and the TATA group about settling some arrears on equity. It was bitter to the point that governments had been involved. I mean, the prime ministers of the two countries had had a conversation about it.

👉🏾 So I was in the thick of that and on the Friday before the final firing, I got a call from a source saying watch out for Monday - I can't say anymore and he hung up the phone. And I said, watch out for Monday? Okay, let me go back and think about it, and I said, well this has to relate to TATA DoCoMo. So I went through my entire contact book, and I didn't find anything, there was no major development going on in TATA vs DoCoMo. Then it just sort of passed right, the weekend came around, we got busy with other things. And then Monday came, the board meeting was scheduled for Monday. But it didn't seem like anything was going to happen, because prior to the board meeting there was no announcement. So I flagged to someone in my office that, you know, just keep an eye out, there’s this is board meeting going on, something may come from it. And I went away to another meeting at an office and I'm sitting with this executive and in his office, on one wall is a television screen, which is running a ticker. 

👉🏾 My phone is kept on the table, suddenly my phone buzzes and buzzes and then on the ticker it says, 'Cyrus Mistry fired.' And the person says, "You journalists, you write anything to be able to get an exclusive look at this. I mean, how can Cyrus Mistry be fired?" and I mean, to be honest, nobody had ever thought something like that would happen, that too at such short notice and my phone continues to buzz. So I said, you know what, I'm really sorry to cut our meeting short, but let me just step out and take this. And so I stepped out and it was in fact a firing and the release was a one-line release, "As of tomorrow, he will not be coming back to office". So I rushed back to my office and then, of course, the next day battle lines were drawn. 

👉🏾 So it was just one of those stories, you know, stakes were high, drama was high. But more importantly, this turned out to be a churn of stories for a period of three or four months, where every day it was a front-page article about what was going on and who was saying, what about the group and there were leaks from inside. There were sources who were calling us up to say, well, you know, have you looked at this aspect? Really, really involved on the day-to-day coverage of what was unfolding. And two years later, by the time the judgment came out, the dust had kind of settled, people didn't remember, it took all of us a minute and a Google search to be able to go back and see what it was that the key points were. So when we looked at that first judgment of the NCLT that came out - in my mind this was a growing-up moment for corporate India, it spanned well beyond the TATA group. And that was the reason why I decided to pick up the subject. 

👉🏾 So the starting point was my very first interview when I phoned up this gentleman and I said, I want to write on this subject, I wanted it to be chronicled for what it was. Can I come in and have a chat with you? And the interview was fantastic, he gave me wonderful quotes and he gave me a lot of salacious gossip. And then I got up and I said, thank you very much. It was lovely talking to you. He said, but you must remember one thing. This entire interview was off the record and if it ever comes back to me, then I will say that I never spoke to you or have never met you. And at that point, you know, it was one hour of complete, you know, I was rubbing my hands one minute and I was on the floor in a puddle in the second. But that kind of made me realise that everything needs to be corroborated, everything needs to be chronicled and everything needs to be documented very carefully if I was going to write on this subject.

👉🏾 And so began the research process, the first step was to go to the libraries and because both of these are very, very old established business houses. The older libraries, like the Asiatic society and some of the other ones in Mumbai, do actually have a longish chronicle of what has happened with them. I went and made friends in strange offices, like the charity commissioner of Mumbai. It's this little, slightly dilapidated office, which is dusty and has a whole lot of peons running around. And it has only manual records, nothing digital. But it has all the records of the TATA Trusts, which kind of oversee the TATA business, they have a majority stake in Tata Sons. So I went and I frequented that office a fair deal to bring out some of the establishment deeds of the trusts and some of the public disclosures that are made there. Newspaper archives were my friends. 

👉🏾 My PR colleagues were really surprised cause I called up a couple of them and I said, well, you know what? I'd like to interview you, you've been in the thick of things. But of course, I couldn't tell them why I wanted to meet them on the phone because by this point, I wasn't sure anymore how much scrutiny was going through. So I just told them that, can we meet? And one of them actually came with a list of possible things that could have gone wrong with me, that they would want to correct. And I said, well you know what, no, I have no complaints. I actually want the tables to be flipped for a change where I'm asking you questions and I want you to tell me what your experiences have been.

👉🏾 And then of course came the lawyers who are so suave and who knew exactly how to spin you around in circles. But I did get some pointed answers even in those legal offices. And so by the time I was done, I had plenty of information, a pile of about 9,000 pages worth of documents and of course all the other books and papers, which I had collated. So it was reasonably well documented by the time I got around that.

👉🏾 At the very base I would say the issue was of communication. At its most basic, but I think if you take it to the next level, I think it's a matter of perspective. Ideally in any organisation, you want the maverick innovation of Steve jobs, as well as the financial prudence of Jack Welch. But, in real life, those two managerial positions are at contravention to each other. What happened was the difference between a promoter's perspective and a professional's perspective. The TATA group has historically never been one to chase profits. They've always chased, futuristic planning, cutting edge technology. If you look at their charter, which dates back to the early 1900s, the charter is to further science in India. The charter is to create innovation in India and it's not so much balancing out profits, and therefore the point of view that the previous chairman of TATA have come at the group, has always been that of innovation and of fostering growth at perhaps the cost of profit. 

👉🏾 Now if you look at it, Cyrus Mistry was the very first non-TATA family Chairman to come and take that seat. And by this time the group is so large that it's answerable to stakeholders. Not just shareholders, but there are banks involved there are international arms involved, there are governments involved, and therefore he has to come at it from a professional perspective. And therein lies the need to meet profit focus, to meet shareholder expectations, to have image building. And just before this entire firing, there is this article that The Economist has written about flab in the TATA group. And that Cyrus Mistry has been unable to cut that flab back. And you know, what the shareholder community is expecting is very different from what the traditional point of view has been. And therefore, I think if you were to ask me, where was the single point of failure in that relationship? I think it is this, I think that they are not coming at the problem from the same perspective.

👉🏾 So let's analyse a little bit about what the succession process was for the TATA group. Why was Cyrus Mistry chosen to be the person to succeed Ratan Tata. At the end of the day, that list of 14 people who were being interviewed, included the CEO of Pepsi globally, the co-chair of Deutsche bank. So why was Cyrus Mistry a better fit for the role than some of these other people? And I think the answer to that lies in what is documented in the minutes of the board meeting, where he's appointed to say, well he's the outsider insider. He's not someone who is completely from the outside, but at the same time, he is not completely on the inside. And while that was supposed to work out rather well, it also put him again in the wrong place because there's the founder perspective, who's thinking, well he understands this perspective and he'll fall in line, and there is the shareholder perspective, who's thinking, well, he's an outsider, he's not an insider, therefore he will think about it in a different way. So it does put him in that spot. 

👉🏾 And as succession goes, therefore, what is the process? Now the process itself of selecting him was rather strange. He was a committee member on the selection team. He was not supposed to be a candidate at all. He was someone who was interviewing candidates. 

I mean if you're looking at family succession, for instance. The child of a promoter is often involved with many of these things. Therefore, can you say that this is an independent selection and an independent succession plan? And it's not necessary that it's always the best thing for the company. In many cases, it is better to get a family member who will be passionate and who will think about the company as their baby, rather than a professional who is looking to get a salary and then check some boxes and get on with life, right? So the fact that all the eggs of a promoter are in the basket - the organisation, may actually play to the strength of the organisation. Therefore, every organisation has to consider which process, but the mingling of the process is probably not a good idea. It's either an independent process where you get a professional chief or from the outset, you set out to say, well, this is going to be a family thing. 

👉🏾 So that's the process of selection. And of course, it also opened up the process that companies could follow. Things that can go wrong, things that they should be wary of. So this was a big lesson in succession planning, and I think any other group would not have been taken as seriously, but because the TATA group is associated with its transparency and its generally good governance practices, they tend to set a precedent for everyone to follow. This was a widely watched succession. 

👉🏾 Conflicts are inevitable. I mean, if there's human emotion involved and often there is especially in promoter driven companies, then conflicts are inevitable. But things that organisations can do is to put in place a mechanism of how to address these conflicts, if they do come up. For instance, there can be a sort of a blueprint on when there is a disagreement between management and the board. What steps will be taken, perhaps there's a third party evaluation that needs to happen between what the board is saying and what the management is saying. That said the chief way of resolving any conflict is communication and understanding, mutual understanding because the board is still dependent on what the management discloses to it. No matter how deep the board may want to get into the details of the organisation, it is it's key directors or key executives that control the flow of that information. So in some cases, what companies do is to create multiple lines of reporting. So for instance apart from the CEO, the chief legal officer and the chief financial officer have separate dotted lines to the board. But again, it comes down to the same thing. It comes down to resolving conflicts with communication and full disclosure.

👉🏾 So what leaders can do to foster this, is one ensure that there is completely open communication between various levels within the organisation, ensure that there is some sort of a one-on-one rapport that gets set up, between the top few echelons of the organisation. Failing these, there is always the option of third party mediation and of course at all points in time what safeguards any organisation is to let the independent directors in fact be independent. Instead of trying to partner them and have offline meetings or build consensus, if independent directors can be allowed to have their own views and their own thoughts without perhaps being at the risk of being axed from the board, then they themselves can become mediators for when there is a conflict such as the ones that we've seen.

👉🏾 There are a few examples but I don't think that they are publicly disclosed. I mean, conflicts can arise for the strangest of reasons. In 2017 I think there was a Kotak committee report which said, well part of good corporate governance is creating a succession plan and that created endless amount of conflict. I mean, it was a really uncomfortable scene for many boards, because the other board members had to nominate a potential successor for someone who was sitting in the room and who would probably not agree with a potential successor. In some cases,...