Dess Discussions: The Future of Corporate Governance – A Conversation with Mr. Praveen Soni

May 9, 2025

With an illustrious career in corporate governance, especially in the sectors of financial services and technology, Mr. Praveen Soni brings a comprehensive perspective to board leadership. Mr. Soni is a qualified Company Secretary, a Law Graduate, Masters in Commerce, Diploma in Arbitration has consistently nurtured the Company Secretarial practice with his leadership qualities as a Central Council Member for The Institute of Company Secretaries of India (ICSI) following by his previous leadership roles as Secretary and Vice Chairman of the ICSI’s Western India Regional Council (WIRC).

Over the course of his long career of two decades, Mr. Soni has held key positions including being the Company Secretary at CMS Info Systems Limited for more than 15 years including leading its successful IPO (initial public offering) and Private Equity Transactions for twice. Prior to CMS, Mr. Soni was the Company Secretary at Trimax IT Infrastructure & Services Limited, Mumbai, Viraj Profiles Limited, Mumbai and Data Infosys Ltd., Jaipur. Managing legal, secretarial and compliance activities, Mr. Soni brings a strategic approach to regulatory management and has contributed significantly to aligning corporate practices with evolving compliance frameworks. His professional journey reflects a commitment to excellence in governance and compliance across diverse industry sectors.

In this conversation, Mr. Praveen Soni shares his valuable thoughts on the direction in which corporate governance is heading.

Q.1. What do you believe is the biggest shift in corporate governance over the last decade?

Mr. Soni: One of the most meaningful changes I’ve seen is the shift from ticking compliance boxes to truly embracing governance as a strategic tool. A decade ago, governance was largely seen as a regulatory requirement. With the vision of ICSI and the drive of regulators like SEBI and MCA, real-time data updates in governance have become possible using technology. Be it XBRL-based filings, e-form workflows, board management technology, ESOP tracking applications, Insider Trading Regulations intelligent decision-making based on quick analytical information is becoming the norm. Hence, with such benefits, governance is now more about building trust, ensuring the long-term health of the business and creating value for all stakeholders instead of fulfilling obligations. Companies are increasingly recognizing that good governance is about doing the right thing and being sustainable.

Q.2. How is the role of the Company Secretary evolving in today’s complex governance environment?

Mr. Soni: The Company Secretary is no longer confined to being a compliance custodian. Today, the role encompasses strategic advisory functions, risk management, business strategy in addition to regulatory foresight. This evolution is driven by global macroeconomic trends as well as multi-jurisdictional governance, heightened stakeholder expectations, technology and the demand for real-time decision support. A Company Secretary is now expected to increasingly manage board dynamics, interpret regulatory shifts proactively and integrate governance frameworks that are scalable simultaneously meeting with the compliance expectations of the Independent Directors. This calls for an active partnership with both executive leadership and external stakeholders to ensure clear alignment.

Q.3. You played an instrumental role in the successful listing of a company. How does the governance approach differ when you undertake such a transition?

Mr. Soni: The shift from a privately held company to a publicly listed entity represents a change in the governance direction. Pre-IPO governance is often promoter-centric and operationally driven whereas post-listing governance must be disclosure-heavy, stakeholder-sensitive and process-led. This transition demands an overhaul of board composition, induction of independent directors, formation of statutory committees and implementation of structured internal control frameworks aligned with SEBI LODR norms. Furthermore, board management processes become more rigorous—requiring data-driven deliberations, formal records keeping and heightened scrutiny. This also helps keep an auditable trail of pre-offer documentation, investor communications, real-time inputs from legal advisors, merchant bankers and underwriters. Governance maturity, in this context, is not optional—it becomes a listing precondition.

Q.4. Technology has become integral to corporate governance. How has it influenced governance practices?

Mr. Soni: Technology has thoroughly changed the way governance works, with transparency being one the biggest outcomes of this initiative. Today, digital tools help companies keep tabs on compliance in real time, making it easier to spot potential issues. Platforms like board portals allow directors to easily access, notice, agenda and other documents. ESOP Management and tracing of related party transaction tool has made companies more compliant with governance norms and easy access to the defaulters. But, it’s not just about compliance, technology has made communication related to corporate governance much more efficient, be it communicating with regulators, board members, executive leadership as well as shareholders. And most importantly, compliance management and board meeting tools are helping further build stakeholder trust simultaneous with securing access with high level password and facial security.

Q.5. What does risk management look like in today’s volatile environment?

Mr. Soni: With the recent economic as well as socio-political volatility at a global scale, it is no longer sufficient to only react to regulatory change; board members, executive management and corporate governance professionals must anticipate it. Boards must ensure that regulatory risk is not just limited to the compliance and legal departments but also monitored as a cross-functional strategy. This involves scenario planning as well as regulatory awareness as a part of the compliance function. For example, managing the risk of ESG compliance can be more effective with sustainability metrics added to capital allocation models, risk frameworks and board KPIs. Similarly, strong regulatory risk frameworks can include real-time reporting to the board to help board members to make informed decisions based on detailed data.

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