PROXY ADVISORY FIRMS: EMERGING CATALYSTS FOR STRENGTHENING THE PILLARS OF GOVERNANCE & CORPORATE STEWARDSHIP As the development of the notion of proxy advisory is in the nascent stage in India, it would be very early to form any perception about its good or bad effect on the Indian Economy Corporates must become providers of meaningful employment and equitably distributed wealth...
PROXY ADVISORY FIRMS: EMERGING CATALYSTS FOR STRENGTHENING THE PILLARS OF GOVERNANCE & CORPORATE STEWARDSHIP
As the development of the notion of proxy advisory is in the nascent stage in India, it would be very early to form any perception about its good or bad effect on the Indian Economy
Corporates must become providers of meaningful employment and equitably distributed wealth in the context of a healthy and sustainable global environment. A well-stewarded company ensures the sustainable management of all physical, social, and natural resources to maintain and secure growth and resilience for its future. It will implement enlightened governance mechanisms to balance the interests of all stakeholders based on both legal and internal value systems.
Before analysing a complex term like ‘Corporate Stewardship,’ it is important to go to the basics of the term “Stewardship” which in common commercial parlance can be understood to include the following:
(i) Stewardship means that those who are entrusted with wealth of any kind have an obligation to hand those assets down in better shape than they inherited them.
(ii) Being responsible beyond the individual or company, and in the long-term, beyond one’s lifetime.
(iii) The art of conducting, supervising, or managing of something entrusted to one’s care.
Listed Entities- Expected to be Stewards for a Sustainable and Healthy Global environment.
Today, listed entities play central roles in communities, nations, and the world, and their unprecedented access to resources and power position them to become “and ethically obligated to act as such. Corporates must become providers of meaningful employment and equitably distributed wealth in the context of a healthy and sustainable global environment. A well-stewarded company ensures the sustainable management of all physical, social, and natural resources to maintain and secure growth and resilience for its future. It will implement enlightened governance mechanisms to balance the interests of all stakeholders based on both legal and internal value systems. Acompany needs to consider its impact on society, not just in achieving its stated purpose, but also in the totality of its operations and how these evolve over time. It must be willing to sacrifice short-term benefits for some long-term gain for all. The Stewardship role of a corporate would mean the process of responsible allocation, management, and overseeing/supervision of capital to create long-term value for clients and beneficiaries, leading to sustainable benefits for the economy, the environment and society.
Institutional investors who invest in listed companies carry an onerous responsibility on their shoulders to act as stewards of such Companies. The Securities and Exchange Board of India ("SEBI"), which regulates India's securities market as well as mutual funds and alternative investment funds, has issued a stewardship code vide its circular no. CIR/CFD/CMD1/ 168 /2019 dated December 24, 2019 (“the Stewardship Code”). This Code has been adopted by a majority of the institutional investors in India. Institutional investors are primarily responsible for diligently investing their clients’ money to yield profits. These Institutional investors include:
• Banks
• Mutual Funds
• Pension Funds
• Banks
• Hedge Funds
• Insurance Companies
• Foreign Institutional Investors (FIIs)
• “Alternative Investment Funds (means any fund established or incorporated in India which is a privately pooled investment vehicle which collects funds from sophisticated investors, whether Indian or foreign, for investing them in accordance with a defined investment policy for the benefit of its investors).
The Stewardship Code has six principles ("Principles"), each of which comes with guidance ("Guidance") annexed. The Code applies only to listed equities. Therefore, it does not apply to investments by Institutional Investors in listed debt.
The six principles are as follows:
(1) Institutional Investors should formulate a comprehensive policy on the discharge of their stewardship responsibilities, publicly disclose it, review, and update it periodically.
(2) Institutional Investors should have a clear policy on how they manage conflicts of interest in fulfilling their stewardship responsibilities and publicly disclose it.
(3) Institutional Investors should monitor their investee companies.
(4) Institutional Investors should have a clear policy on intervention in their investee companies. Institutional Investors should also have a clear policy for collaboration with other Institutional Investors where required, to preserve the interests of the ultimate investors, which should be disclosed.
(5) Institutional Investors should have a clear policy on voting and disclosure of voting activity.
(6) Institutional Investors should report periodically on their stewardship activities.
Hon’ble Supreme Court on role of LIC as an Institutional Shareholder
In Life Insurance Corporation v. Escorts Ltd. 1986 AIR 1370,the Supreme Court held that being a shareholder, LIC can exercise all shareholder rights including the requisition of an Extra-Ordinary General Meeting there was nothing wrong on its part to deny the issuance of equity linked debentures which can dilute its shareholding in the company.
Role of Proxy Advisory Firms in shaping Institutional Investors as Corporate Stewards
A 'Proxy Advisory Firm' is any person/entity who/which provides advice, through any means, to institutional investors or shareholders of a company, in relation to the exercise of their rights in the company, including recommendations on public offerings or voting recommendations on agenda items. Proxy firms are research-based entities playing a significant role in shareholder Activism and Corporate Governance. They provide research-based recommendation to institutional investors and shareholders on various issues that require shareholders’ approval.
Proxy advisory firms have proved to be influencers of a sizeable proportion of voting power among institutional and large retail investors in India. Proxy Advisory Firms have come to play much larger roles as stewards and thus enhancing the governance culture prevailing in enterprises. It is these Stewards who have as and when required, raised the baton for ESG (Environmental, Social, Governance) issues, put their foot down in major decisions and created an inward-looking outlook amongst corporates.In fact, Proxy Firms have emerged as powerful Stewardship Drivers, Leaders, and Motivators ’which are expected to be flag bearers of effective shareholder democracy, and to that extent, the information and inputs provided by them to the shareholder should be unbiased, authentic, and reliable.
S. No
Core function /Role
Detailed description of activities which strengthen corporate governance
1
Statutory recognition
The proxy advisory firms are defined under regulation 2(i) (p) of the SEBI (RESEARCH ANALYSTS) REGULATIONS, 2014 which were issued by the Securities and Exchange Board of India. “Proxy adviser” means any person who provides advice, through any means, to institutional investors or shareholders of a company, in relation to exercise of their rights in the company including recommendations on public offer or voting recommendation on agenda items.
It is mandatory for an entity to register itself with SEBI to function as a Proxy Advisor and comply with the capital adequacy requirements.
SEBI, by way of Procedural Guidelines for Proxy Advisors issued on 3 August 2020 (the ‘Procedural Guidelines’) and the Grievance Resolution between listed entities and proxy advisors, issued on 4 August 2020 (the ‘Grievance Resolution Circular’) (collectively, the ‘SEBI Circulars’), which introduced a new regime for proxy advisers in India.
New procedural guidelines for proxy advisors
1. They have to disclose policies on the recommendation of voting, and these are to be reviewed every year.
2. The report should be shared simultaneously with the company and investors and if there are any clarifications or comments that the company wants to suggest, the same could be sent by the company to proxy advisors within the timeline decided beforehand and the needful changes can be made in the report
3. If the opinion of the company varies from that of the proxy advisor’s report and it cannot be justified by minor amendments, then the needful changes can be done by issuing additional reports or via an addendum depending on the issue.
4. If there are any discrepancies, false information, or material revisions are required to be done, the same should be disclosed to clients within 24 hours of realizing such an error.
5. The methodologies, procedures, and sources that were being referred to or followed, to formulate the report should also be disclosed to the clients.
6. An explicit framework is to be set up to handle and resolve any conflict of interest that arises during the ancillary course of service like if they provide consultancy service in addition to the advisory which could lead to a biased point of view and the same should be disclosed to the clients also.
7. Clarify the situations in which the firm will not provide voting recommendations in its voting recommendation policy.
8. They also need to mention adequate reasons if they are suggesting any higher standard in their recommendations than generally stipulated by law.
9. The stated communication process between clients and the listed company should be developed so as to interact and inform the clients regarding recommendations and to get reviews on the same
Grievance Redressal Mechanism for listed companies
Apart from these disclosure measures for the proxy advisors, a mechanism has been set up by SEBI under these new guidelines which will redress the issues faced by listed companies and provide relief for the same. Under this, the aggrieved company that has a contrary opinion than that of the recommendations provided by proxy firms can report to SEBI about their grievance. SEBI will act as an arbiter between the two and after examination of the issue, will discharge the case accordingly. This system is based on natural justice as this provides the company with the right of being heard in case they are being exploited by the policies and recommendations formed by the proxy advisors.
2
Safe-guarding interests of common/minority shareholders
Proxy advisory firms put out detailed reports that advise shareholders on how they can safeguard their interests. They also provide independent voting recommendations. In return, they charge fees from institutional investors for their services.
3
Critical decision making
As an investor, there can be many questions for which a common investor may not have an answer. For example, should the CEO get a pay hike of 25% this year, or is it a good decision for the company to merge with its competitor? A proxy advisory firm does all the legwork and evaluates the pros and cons of such important corporate matters.
4
Expert advisory services
Not all shareholders are interested in voting, and many do not have the time to attend every corporate event.As a result, it has become necessary for the creation of independent, knowledgeable entities that have the time and resources to analyse and offer advice to investors on the different steps taken by a company.
5
Resolutions specifically examined for recommendations
• Schemes of Mergers and acquisitions
• Important leadership appointments.
• Appointment of Independent Directors.
• Extension of tenures of Managing/Executive Directors.
• Appointment of Chairman in executive capacity
• Managerial remuneration (including revision of packages of the MD/Executive Directors.
• ESOPs schemes.
• Buy back of shares.
• Related party transactions
6
Strengthening Corporate Governance
They enhance the habit of compliance with laws and corporate governance norms by giving their suggestion and themselves comply with the laws. By criticizing the structure and function of a company these firms spread the culture of following good governance practices making it a worldwide standard. As when they criticize a company for non-compliance or for any other corporate related aspects, it spreads the word to the general public and in the entire capital market, which helps others to learn from the mistakes of the other. They monitor the companies to comply with corporate governance standards.
By providing independent research and heavily analyzed data based on current and projected market conditions, proxy advisory firms can help shareholders make educated decisions that benefit the company as well as their own investments.
High-level investors typically own stock in multiple companies but are unable to attend annual general meetings or extraordinary general meetings for all of them. When this is the case, proxy firms can offer valuable insight into how they should vote on significant corporate actions to ensure continued success across their portfolios.
Proxy firms exist to provide sound recommendations with regards to financial transactions, compensation, and more and can enhance an organization’s stewardship and ESG program.
Proxy firms reflect corporate best practices. Many companies look to proxy advisors for best practices on governance and executive compensation. By engaging a proxy firm, corporations can gain insights on industry standards for compensation as well as ESG and other matters.
Effective corporate governance can make a significant difference in the long-term growth of an organization. By encouraging better governance, proxy advisory firms help pave the way for organizations to flourish in an ever-changing marketplace.
7
Building of corporate reputation and value enhancement
Their reports help the companies to build their reputation and trust among the shareholders. If the report showcases a positive report of the company regarding their decisions and legal compliance, then this would attract investor confidence in the company. This helps in more investments in the company. Thus, companies tend to follow good governance policies so that the recommendations drafted by the proxy advisors favour them. Generally, it is seen that shareholders like to invest in the companies that fall under the jurisdiction of these advisory firms because they could access insider information and the status of the company which would otherwise not have been available for the investors.
8
Proxy Advisory Firms in India registered with SEBI
(1) Institutional Investor Advisory Services.
(2) (IiAS), InGovern,and.
(3) Stakeholder Empowerment Services (SES)
9
Origins of Proxy Advisory Services in India
The Indian Proxy Advisory Industry was born when the market regulator SEBI came out with a regulation Securities and Exchange Board of India (Mutual Funds) (Amendment) Regulations, 2010 in July 2010 on “mutual funds” shareholding resolution voting policy. This regulation demanded more transparency in the voting and disclosure of the norms followed to determine the voting right of the shareholders. This regulation by SEBI and as already there was a rise in shareholder’s activism and indulgence, investment climate was becoming more common day by day, leading to the beginning of the proxy advisory industries in India
Challenges faced by Proxy Advisory Firms:
• Corporates complying with the law in letter but not spirit: - This problem arises in the context of Independent Directors. The Proxy firms normally follow the best practices of governance versus the bare compliance with the legal provisions. Proxy firms normally recommend voting against the appointment of an Independent Director who was in long association with the company (irrespective of the cool off period)whereas the company contends that appointment is in compliance with the Companies Act 2013 and the SEBI (LODR) Regulations. Proxy advisors often face stiff resistance from the corporate entities before they could even win the confidence of the investors. Many allegations of having personal interest, not following proper research practices, lack of concern towards companies, and misleading investors through unreliable recommendations became very common. These allegations hamper their growth at the embryonic stage.
• Related party transactions: - The law on related party transactions requires a ‘majority of the minority’ voting in approving material transactions wherein the promoters are deprived of voting rights on that decision. Under the new laws, minority shareholders have become extremely powerful, following the introduction of legal provisions, which took away the rights of controlling shareholders to influence RPTs. The situation becomes worse when the majority shareholding is in the hand of foreign portfolio investors. A group of shareholders, accounting for 3.77% of the company’s equity, voted to embarrass the $104 billion Tata Group by making sure the related-party proposals worth ₹1,170 crore were rejected.
• Threats of legal proceedings: - Proxy Advisors give their recommendation that is based on research and protecting proxy firms from frivolous litigation is another issue associated with their services. ITC had slapped a Rs 1,000-crore defamation suit against proxy firm Institutional Investors Advisory Services (IIAS), for allegedly making defamatory comments against one of its directors in a note to investors. IIAS had questioned ITC’s remuneration proposal for its non-executive chairperson Yogesh Deveshwar.
• Insufficient human resource availability: - There was no specialized degree or program that was curated for the employees to cater to the needs of this industry. The Companies were hiring engineers based on their logical reasoning and then training them to induct them. Thus, it is a huge issue because there is a lack of desired human resources with expertise in this field.
• Hefty costs: - The whole process of preparing reports on the inside matters is cumbersome as well as expensive because it involves extensive research and analysis in itself but now as they have to build up the system for communication and even more detailed reports would require more funds to be incurred, thereby, putting a burden of additional cost to be borne by the proxy industry.
Other side of Proxy Advisors
(i) By the very nature of the business of proxy advisors, there is a possibility that these firms may end up controlling the governance of any company. The recommendations provided by proxy advisors are capable of being extended in self-interest, thereby leaving them in the shoes of the shareholders. This could force the management of the company to opt for unconventional business plans and could also be detrimental to collective shareholder interest. Since the individual retail investor holds a negligible number of shares, the threat becomes much more serious when the institutional investors such as mutual funds and asset management companies who hold a substantial number of shares of any company, hire the services of the proxy advisors. In such a situation, it is the proxy advisor firms who indirectly influence the corporate decision making which ideally should be the job of the shareholders. The effect of standing in the shoes of the shareholders can have serious consequences in corporate governance. Even though the only objective of the proxy advisory firms while making the recommendations should be the value maximization of the shareholder, it is plausible that their recommendations do reflect other considerations of personal interest.
(ii) Threat posed by Global proxy advisors: - The institutional investors who are guided by an active band of global proxy advisors with the potential to destabilise management. Housing Development Finance Corporation Ltd. Chairman Deepak Parekh narrowly retained his position as a non-executive director as two U.S. proxy advisory firms ISS and Glass Lewis recommended that institutional investors vote against the resolution for extension of his appointment beyond October 2019. While ISS’ concern was that he was on more than six public company boards and hence a busy director prone to “over-boarding,” Glass Lewis felt that HDFC’s board is not independent enough. There is a conflict of the policies of these firm and SEBI Regulations on the number of directorships of an independent director which says they can serve in not more than seven listed entities. Indian advisory firms are subject to registration with the Securities and Exchange Board of India under its regulations issued in 2014 to Proxy Advisory Firms, the U.S. ones are not. The above episode reveals the enhanced role of the U.S. proxy advisory firms in influencing corporate decision-making in Indian companies.
(iii) Reluctance to rectify errors or modify recommendations: - Experts have recently discovered that there have been opposite opinions diametrically on the same issue in such firms. Many experts worry that there might be various Concerns that proxy advisors have in some instances provided dissatisfactory recommendations to bring forward their own interests. These studies also highlight another issue that even after any error in the work of these proxy advisors is highlighted, such errors have not always been rectified by themto be in the best interest of shareholders and corporations.
(iv) Robo-votingi.e., strict voting by investors based on the advice provided by the proxy advisory firm without any application of mind. Incidences of robo-voting delegate excessive powers in the hands of the proxy advisors. It also forces the companies to adopt policies, to the like of these firms. The firms are also found to be reluctant of the factual errors in their reports which also impacts the voting outcomes;’
(v) Recommendation or Solicitation: - In the U.S, the ‘recommendation’ of the proxy advisors has been termed as ‘solicitation,’ and hence any misleading recommendation of the proxy advisors does not go unpunished as any misleading solicitation can be prosecuted under anti-fraud provisions. Further, SEBI needs to demarcate the consulting services provided by proxy advisory firms to limited companies & the voting recommendations rendered by it to the shareholder of that company. Mere disclosure of conflict of interest is not enough to cure the potential partiality & vested interest of proxy advisors in the recommendations they provide. Recommendations suffering from ulterior motives of proxy advisory firms can hamper the best interest of the shareholders. Thus, all the stakeholders must come together to establish a more transparent & effective corporate structure for proxy advisors.
Role of Company Secretaries towards Proxy Advisory Firms/entities
Of all professional communities, only Company Secretaries are exposed (in curriculum as well as in practical realm) to the provisions of the Cos Act, 2013 and the SEBI Regulations (including Listing Regulations) relating to all actionables including appointment/re-appointment of independentdirectors, Managerial remuneration, Related party transactions, Postal Ballot, conduct of e-AGMs/EGMs and disclosure requirements under the Cos. Mergers/Acquisitions, IPOs, Buy backs etc. Thus, from an advisory role point of view, Proxy Advisors employ Company Secretaries for specific micro analysis of the provisions so that from a legal and compliance point of view, the final recommendations of the Proxy firm do not conflict with statutory provisions. Such Company secretaries would also oversee compliance by the Proxy Advisor with SEBI (RESEARCH ANALYSTS) REGULATIONS, 2014 and the procedural guidelines there under.
Increased responsibility of Company Secretaries employed by Listed Companies to pre-empt and tackle adverse recommendations by Proxy advisors
Due to the aggressive monitoring of Special Resolutions of Listed companies ( proposed to be approved at AGMs/EGMs and Postal Ballot) by the Proxy Advisors with regard to resolutions relating to managerial remuneration, appointment/reappointment of Directors, Related party transactions, schemes of mergers etc, the Company Secretary appointed by such a listed company needs to do a lot of preparation with regard to justification (from the viewpoint of governance and regulatory compliance ) in event of adverse recommendations. This becomes very critical in companies with low promoter holding and huge Institutional and public holdings. Special resolutions need at least 75% of the votes in favour and hence any company having less than 51% stake is bound to be vulnerable to challenges and should be careful while proposing such resolutions. The best methodology for a Company Secretary is to closely study the past and latest trends of recommendations and flagging of issues by Proxy Advisors and prepare to respond to the questionnaires. Also, it would be advisable to identify and take into confidence those shareholders whose votes could make a difference in passing Special Resolutions.
Some interesting cases of “Flagging” by the Proxy Advisors
S. No
Proxy Advisory firm/entity
Recommendations and implications
1
Ingovern.
In 2012, proxy firms advised investors to raise issues against the classification of Shapoor Mistry as an independent director in Tata Consultancy Services.
Result: -Post this, he was categorised as a non-independent director in the 2013 Annual Report
2
IiAS
Recommended voting against appointing an independent forensic auditor at an EGM of Kirloskar Brothers Ltd to investigate and verify expenses incurred by the company on legal charges.
IiAS report stated that KBL’s legal expenses at about 2 % of the revenues are comparable to several of the S&P BSE 100 companies.
3
SES
Raised corporate governance issues in PB Fintech- owner of Policybazar regarding its proposed amalgamation with Makesense Technologies and grant of ESOPs.On 21st Sept 2021, the Board of PB Fintech withdrew the scheme of amalgamation and filed a withdrawal application with the NCLT. However, on April 26, 2022, the Board of PB Fintech once again approved the scheme of amalgamation.
SES has asked the shareholders to question the company on such dramatics. How can the company’s bests interests (as justified by the company) change 3 times in just one year?
(E.T dated 23rd Sept 2022)
4
SES & IiAS
Recommended voting against resolutions for four companies of the Adani Grp at their AGMs:
(i) Flags raised against approving financial statements and raising of borrowing limits of Group firms and reappointment of directors, among others.
(ii) Rejection of the reappointment of Rajesh Adani as a Director citing excessive full-time positions as executive Director at Adani Transmission and MD at Adani Enterprises
(F.E dated July 24, 2022)
4
SES
Flagged “unfair remuneration practice at PVR (India’s largest multiplex operator)
Result: - Shareholders rejected two resolutions to approve special incentives for its Chairman & Managing MD and Jt M.D
(E.T dated 25th July 202)
5
IiAS & SES
Raised flags against resolutions proposed by JSW steel including fixing remuneration of the MD. The ground cited was – the MD’s aggregate remuneration at Rs 140 Cr (F.Y 22) made him the highest paid executive in corporate India although the Company is not India ‘s largest company
(F.E dated July 19, 2022)
6
IiAS
Recommended voting against three special resolutions of ZOMATO including a resolution for preferential allotment to pave the way for company’s acquisition of Blinkit. The reasons cited were “conflict of interest,’ weak financials, ‘and lack of adequate clarity regarding the acquisition.
(Business Line dated 18th July 2022)
7
IiAS
Britannia ‘s motion to approve Rs 7.33 crore as commission to Non-Executive Chairman Nusli Wadia for F.Y 22 in excess of 50% of total annual remuneration payable to all non-executive directors was dissented upon with 59.31 % of total votes. A motion to reappoint Mr Wadia as Non-ExecutiveNon-Independent Director was disapproved with 34.82% votes.
The Resolution to approve remuneration payable to Anant Goenka as the MD and CEO of Ceat was voted against with 58.62 % of votes.
The Resolution to reappoint NOEL TATA asnon-executiveNon-Independent Director was opposed with 50.81% of Institutional votes.
KEC International ‘s proposal to approve Harsh V Goenka ‘s commission as Non-Executive Chairman for F.Y 22 in excess of 50% of total annual remuneration payable to all non-executive Director was also not in favour of 40.07% of Institutional Investors
(E.T dated July 5, 2022)
CONCLUSION
As the notion of proxy advisory has just emerged in India and still is in the stage of rapid development, it would be very early to form any perception about its good or bad effect on the Indian Economy. Although, basic interpretation can be drawn based on various latest circumstances that even if proxy advisors are at their primary stage, they are still proving to be efficient in keeping up investor voting decisions. They are maintaining the swiftness with the laws enforceable in India and are performing well in the maintenance of global corporate governance.
Disclaimer – The views expressed in this article are the personal views of the author and are purely informative in nature.
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xxv. PROXY ADVISORY INDUSTRY IN INDIA S. Subramanian* * Assistant Professor (Strategy Area), Indian Institute of Management Kozhikode, IIMK Campus PO, Kunnamangalam- 673570, Kozhikode;’
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Corporate Lawyer and Group company Secretary with expertise and all round experience in all facets of legal function including litigation, Legal Advisory, Compliance, Corporate Governance with an overall experience of more than 25 years in the having worked with one of most compliant companies in India namely GREAVES COTTON, MAHYCO, P&G, SBICAPs and L&T. Spearheaded critical business processes including building robust Risk Management framework, CSR, Sustainability initiatives including achieving best ESG Stds, Environment Protection Stds, Industrial Relations with Unions and succession planning at managerial levels; Competitor analysis; Reputation risk; Technology upgrades; Supply Chain risks; Cyber security and protection of company’s data. Litigation exposure includes maters relating to Civil, Criminal, Consumer, Anti- Trust, Writ petitions, Arbitration Proceedings ), Legal Advisory, Contracts Management, Competition Law (Anti-Trust), Prevention of Co-employment, Prevention of Sexual Harassment, Prevention of Insider Trading, Anti-counterfeiting etc. Have legal journalism as my passion and have contributed to LEGAL ERA, CHARTERED SECRETARY, BUSINESS LAW JOURNAL and other legal journals. Have authored books on Company Law and Insider Trading.