The sudden exit of Atanu Chakraborty as non-executive chairman and independent director of HDFC Bank left the common man perplexed. The reason adduced was not the polite euphimism, 'personal reasons or other commitments', but "certain happenings and practices within the bank over the past two years that are not in congruence with my personal values and ethics."
Here, a few questions are relevant. Why did the charman wait for two years to act? What did he do when he found 'certain happenings and practices within the bank not in congruence with his personal values and ethics,' when he observed them in the first place? Did he bring the before the board? And if he did not trust the board, why was not issues placed before the regulator, the RBI? It is an evident fact that the chairman was well experienced in administration. The important positions he had held earlier in the Government of India are all in the public domain
I feel this was unkind. If his concerns had warranted resignation they did warrant clarity. Ambiguity at the highest level erodes trust. By neither fully disclosing the issue nor remaining silent, the resignation risks the worst of both the worlds, reputational damage without accountability. Stepping down from the board of an important institution is not a decision to be taken lightly. One can easily exit a promoter led enterprise on personal disagreements. But here. the stakes are far higher.
The response from RBI was swift. It sought to calm the markets. It was assured that there were no material concerns regarding the bank's governance and that its financial position was sound. But regulatory reassurance is not a substitute for transparency.
It is obvious the chairman had erred in timing his resignation as well as walking off from his job making transparency the prime casualty over the whole sordid drama and ambiguity his trump card.
HDFC Bank is not merely India's largest private sector bank. It has been the gold standard of governance, prudence and execution. It commands a valuation built not just on performance, but on credibility.
HDFC Bank is among the three major banks identified by Reserve Bank of India (RBI) as Domestic Systemically Important Banks (D-SIBs), often called "too big to fail" institutions --State Bank of India (SBI), HDFC Bank, and ICICI Bank. These institutions are considered vital to the Indian economy due to their size, cross-jurisdictional activities, and interconnectedness.
Perception is a reality in institutions of systemic importance. But markets are driven as much by perception as by fact. And perception is shaped by what is said and what is left unsaid.
When the non executive chairman of the institution flags ethical concerns, it touches confidence in India's financial architecture.
The role of the independent director is not merely to dissent, but to ensure that dissent is recorded, debated and when necessary escalated. Resignation should be the last resort, not the first visible action.
Boardrooms are meant to be more contested, more accountable and ultimately more transparent. Governance is not just about compliance. It is about culture. If a chairman resigns on ethical grounds, it has to be explained or substantiated.
Perhaps if the chairman had been from the banking sector itself, the situation would have been better managed
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Based in part from an article in Sunday Times of India of 22nd March 2026 by Lloyd Mathias.

