The Directors’ Collective™, in collaboration with Institutional Investor Advisory Services (IiAS) India Limited, today published a report on Shareholder Voting Analytics (2014-2016)—India Edition. The publication is intended to be a resource for directors, general counsel, company secretaries and stakeholders (including institutional investors) on the voting practices at listed Indian companies.
The report reviews shareholder voting at companies that held their annual general meeting (AGM) between January 1, 2014 and December 31, 2016 and, at the time of their AGM, were in the S&P BSE 500 index and/or the NIFTY 500 index. The study encompasses meetings convened and postal ballots conducted by companies, the nature of resolutions approved or rejected in such meetings/postal ballots and the voting trends of mutual funds in the past three years.
Research findings include the following:
- Mutual funds have been demonstrating increased interest in AGMs, and their participation in the resolution voting process signals a growing debate between management and investors on corporate governance issues. The average of six percent of “against” votes cast by mutual funds in 2014 dropped to four percent in 2015, together with a sharp fall in “abstain” votes from 25 percent in 2014 to only 12 percent in 2016. Data indicates that in fact mutual funds are not shying away from exercising their franchise.
- Corporate governance resolutions have in fact become very common, especially those related to matters of executive remuneration and audit. By volume, these resolutions are surpassed only by those related to the appointment of new directors. The maximum number of resolutions over three years have been passed regarding the appointment of directors, aggregating to 43 percent of the total number of resolutions in 2014, 28 percent in 2015 and 26 percent in 2016. However, resolutions related to director and executive remuneration and compensation constituted as much as 10 percent, 11 percent and 12 percent of resolutions in 2014, 2015 and 2016 respectively.
- Resolutions related to financial matters, such as those on the declaration of dividends and the reduction of share capital, are those facing the least degree of opposition by mutual funds casting their votes. In all three years, 25 resolutions have been passed for the reduction of the capital of the company. Only one resolution had an “against” vote by a mutual fund. Likewise, very few resolutions regarding dividends were opposed by mutual funds.
“The Conference Board is pleased to continue its commitment to the mission of The Directors’ Collective of documenting corporate governance developments in India,” said Matteo Tonello, Vice President and Managing Director of Corporate Leadership at The Conference Board. “India’s transition to a mature set of board oversight standards needs to be supported by objective data and analysis. With this first edition of Shareholder Voting Analytics, we plan on establishing a periodic review of the investment community’s role in corporate governance development.”
According to Amit Tandon, Founder and Managing Director of IiAS, “Beyond the regulatory push, investors are seeing the benefit of voting on shareholder resolutions and actively engaging with companies. The increase in voting percentages is just the first step towards a market-defined governance agenda.”
“The report presents our analysis of voting patterns in India and discusses the frequency of meetings/ballots and the nature of resolutions passed. The available data suggests an increased participation by mutual funds in voting on resolutions and that is one of the key takeaways from this report,” said Manali Paranjpe, Research Associate with The Conference Board and author of the publication.
The Directors’ Collective brings together the independent research and thought leadership of The Conference Board with the subject matter and global expertise of professional services firm KPMG and executive search firm Russell Reynolds Associates. The collaboration is designed to guide corporate directors in carrying governance and compliance responsibilities as India Inc. prepares for the complex demands placed upon board members and senior executives by the Companies Act, 2013, the listing regulations of the Securities and Exchange Board of India (SEBI), and other upcoming industry-specific regulations. The Directors’ Collective is assembling a holistic suite of knowledge assets – encompassing educational publications and benchmarking research; immersive workshops, webcasts and other training programs; and peer networking groups.
“It is great to start seeing institutional investors taking small but effective steps to uphold corporate governance standards in listed Indian companies,” said Sanjay Kapoor, Partner, CEO & Board Services Practice at Russell Reynolds Associates. “Apart from a direct impact, this also signals to the boards of listed companies the growing institutional investor interest in governance.”
“Increased participation by mutual funds in the resolution voting process is a positive step in the corporate governance road map. It has added weight to the voice of investors and will improve overall stakeholder engagement and the quality of communication,” said Pankaj Arora, Partner, Governance, Risk and Compliance Services, KPMG in India.
To download the Shareholder Voting Analytics (2014-2016)—India Edition or to learn more about The Directors’ Collective, visit https://www.conference-board.org/thedirectorscollective/
About The Conference Board
The Conference Board is a global, independent business membership and research association working in the public interest. Our mission is unique: To provide the world’s leading organizations with the practical knowledge they need to improve their performance and better serve society. The Conference Board is a non-advocacy, not-for-profit entity holding 501(c)(3) tax-exempt status in the United States. For more information, please visit: www.conference-board.org
KPMG in India, a professional services firm, is the Indian member firm of KPMG International and was established in September 1993. Our professionals leverage the global network of firms, providing detailed knowledge of local laws, regulations, markets and competition. KPMG has offices across India in Delhi, Chandigarh, Ahmedabad, Vadodara, Mumbai, Pune, Chennai, Bengaluru, Kochi, Hyderabad, and Kolkata. We strive to provide rapid, performance-based, industry-focused and technology-enabled services, which reflect a shared knowledge of global and local industries and our experience of the Indian business environment. Please visit: www.kpmg.com/in/en/pages/default.aspx
About Russell Reynolds Associates
Russell Reynolds Associates is a global leader in assessment, recruitment and succession planning for boards of directors, chief executive officers and key roles within the C-suite. With more than 370 consultants in 46 offices around the world, we work closely with public, private and nonprofit organizations across all industries and regions. We help our clients build teams of transformational leaders who can meet today’s challenges and anticipate the digital, economic, environmental and political trends that are reshaping the global business environment. To find out more, please visit: www.russellreynolds.com
About Institutional Investor Advisory Services (IiAS)
Institutional Investor Advisory Services India Limited (IiAS) is a proxy advisory firm, dedicated to providing participants in the Indian market with independent opinions, research and data on corporate governance issues as well as voting recommendations on shareholder resolutions for over 650 companies. IiAS also provides valuation advisory services and assists institutions in their engagement with company managements and their boards, including legal assistance. IiAS can help aggregate votes by bringing a cross-section of investors with common concerns to engage with company managements. IiAS has developed cloud based applications to facilitate decision making. IiAS comPAYre enables users to search and analyse remuneration data for more than 1300 executive directors across 500+ listed companies. IiAS ADRIAN captures data on shareholder resolutions, outcomes and voting rationales and allows companies to track peer-group strategies and gain insights to support decision making on corporate actions and investor engagement. For more information, please visit