'When I met the prime minister, he asked me, "Dr Ganguly, what do you do with people in your company who lie to you?"' 'I said, "Prime Minister, we counsel them and give them a gentle warning. If they lie again, they are sacked".' '"This is my problem,'" Rajiv responded. "I can't sack people in government".' A revealing excerpt from former Hindustan Lever Chairman Dr Ashok S Ganguly's We Are Our Future: Reflections On Life.
Only 17 per cent of boards play an active role in shaping company strategy, said a survey by the Indian School of Business (ISB). According to the survey, 83 per cent of the boards remain passive, playing no active role in the company's management.
The Reserve Bank of India (RBI) has approved IndusInd Bank's request to form an executive committee to discharge the duties and responsibilities of the chief executive officer (CEO) for a period of maximum three months or till a new CEO takes charge, whichever is earlier.
India's second largest IT company Infosys' board has approved the grant of stock incentives or Employee Stock Option Plans (ESOPs) worth over Rs 51 crore to CEO and MD Salil Parekh. These stock incentives are under various heads including ESG and equity, and add up to over Rs 51 crore.
Stock exchanges' levy of penalties, ranging from Rs 3 lakh to Rs 12 lakh, on public-sector undertakings (PSUs) for lapses in board composition for the 2024-25 October-December quarter has brought forth issues of governance. Last month, 16 PSUs requested bourses to waive these penalties, arguing that these lapses were neither due to negligence nor within their control, as the appointment of directors is managed by the government.
Under its new chairman Tuhin Kanta Pandey, the Securities and Exchange Board of India (Sebi) has gravitated towards greater transparency and ease of doing business, setting an objective of "effective and optimum" regulation. On Monday, during its first board meeting under Pandey, the regulator has decided to constitute a high-level committee (HLC) to review conflicts of interest and unveiled initiatives to simplify regulatory processes.
Earlier this month, Sobha Kapoor and Ekta Kapoor, part of the promoter group of Balaji Telefilms, faced shareholder ire when they failed to obtain the requisite votes on resolutions proposing pay increases for them. In recent months, several promoter-directors, including Siddharth Lal of Eicher Motors and Pawan Munjal of Hero MotoCorp, have faced similar situations. Clearly, large institutional shareholders - and public shareholders - are not taking kindly to promoter-directors upping their remuneration takeaways at a time when the prospects of business recovery are clouded by the anticipated third wave of the Covid-19 pandemic.
Payouts to key management personnel in non-banking financial companies (NBFCs) are under the banking regulator's scrutiny. Top industry officials said this is a follow-through on the Reserve Bank of India's (RBI's) circular of April 29, 2022, which asked NBFCs in the "middle" and "upper" layer of its four-tiered scale-based regulatory (SBR) framework to put in place a board-approved compensation policy.
Religare Enterprises, a financial services firm, has disclosed that the Reserve Bank of India (RBI) turned down its application to appoint Rakesh Asthana as its whole-time director in May this year without citing any reasons. Asthana is a former top official of the Central Bureau of Investigation (CBI). In a notice to the stock exchanges, Religare said that while the company and Asthana were weighing the options of dealing with the letter of refusal by the RBI, it was also busy in preparing for the "herculean task" of making ready multiple applications to regulators.
Following the end of the grandfathering period given to India Inc to replace their independent directors who had already served for 10 years, certain companies have come up with unique ways to replace the old guard.
Punit Goenka has resigned as the managing director of Zee Entertainment and has been appointed as CEO to have his focus entirely on operational responsibilities assigned to him by the board of the company. The board has "accepted the resignation of Punit Goenka as managing director of the company and appointed him as CEO," said Zee Entertainment in a regulatory update.
Ratan Tata, the octogenarian chairman of Tata Trusts that have controlling stake in Tata Sons, separately said he was extremely disappointed over reports speculating a major revamp in the leadership structure at the group. "I would like to state that no leadership structural changes are on the anvil," Chandrasekaran said in a brief statement. The statement came in relation to a Bloomberg report that said Tata Sons was considering a "historic revamp of its leadership structure by creating a chief executive officer's role to help improve corporate governance."
A plea that the banking regulator's stress should be on the strategic role of boards and an increase in the remuneration of independent directors were among the issues put forward to the Reserve Bank of India's (RBI's) top brass in its interaction with the full boards of state-run banks held on Monday. The meeting, the first leg of first-of-its-kind interactions with the boards of state-run banks, will now be followed by those of private banks in Mumbai on May 29. The RBI's press release, issued late on Monday, did not refer to the specific points that found mention in the deliberations, but top sources told Business Standard the twin concerns were taken up in the open-house interaction with the banking regulator's brass.
A top-class board is important from a systemic point of view, more so at a time when the wider financial world and India Inc is chasing the same talent as banks.
The bank's board has already established a search and selection committee comprising three members from the existing nomination and remuneration committee along with two external experts to identify Kapoor's successor.
Nothing is going to change in a hurry unless attitudes change and punishments are speedy and fair, notes Ramesh Menon.
The Reserve Bank of India (RBI) on Monday fixed the tenure of MD, CEO and whole-time director (WTD) in a private sector bank at 15 years and prescribed the maximum age of 70 years for such functionaries. These directives form part of the instructions issued by the RBI with regard to the chair and meetings of the board, composition of certain committees of the board, age, tenure and remuneration of directors, and appointment of the WTDs on Monday. The RBI said it would come out with a Master Direction on Corporate Governance in banks in due course.
Investors are pushing back more often against companies' resolutions on what is paid out to top executives. In the first four months of financial year 2022-23 (FY23), there have already been five such rejections, according to shareholder voting data from tracker Adrian, a platform maintained by the proxy advisory firm Institutional Investor Advisory Services India (IiAS). Two of these have been at multiplex chain PVR and direct-to-home company Dish TV India.
Indian IT major Wipro on Saturday announced the resignation of its CEO Thierry Delaporte and named Srinivas Pallia as the new chief executive officer effective immediately. Wipro's Board noted the resignation of Delaporte with effect from April 6, 2024, the company said in a BSE filing, and added he will be relieved from the employment of the company with effect from the close of business hours on May 31, 2024.
Leading stock exchange NSE, which is facing allegations of governance lapses, has started the hunt for a new managing director and chief executive officer as the five-year tenure of incumbent chief Vikram Limaye is ending in July. The exchange has invited applications from candidates having IPO (initial public offering) experience for the role of the top post before March 25, according to a public notice issued on Friday. Limaye is eligible for another term. However, as per Sebi's rule, the incumbent needs to compete with other candidates to win the next term.
In efforts to bolster corporate governance among listed companies, Sebi on Tuesday approved various amendments to rules governing the appointment, re-appointment and removal of independent directors, including the requirement to disclose resignation letters of such individuals. There will be a one-year cooling period for an independent director transitioning to a whole-time director in the same company/ holding/ subsidiary/ associate company or any company belonging to the promoter group. As part of the review of regulatory provisions related to independent directors, the Sebi board has cleared amendments to Sebi (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mahindra will serve as a mentor and sounding board for the managing director on issues to be presented to the board, especially in the areas of strategic planning, risk mitigation and external interface. In addition, he will be available to provide feedback and counsel to the managing director on key issues facing the enterprise.
The fee of Rs 6 lakh consists Rs 1.5 lakh in respect of each application for each alleged offence by the company and Rs 25,000 by each of the current and former key managerial personnel for each alleged offence.
The talk of governance reforms at public-sector banks seems to remain on paper, as a majority of them continue to be working with just a handful board members. Half of the board seat at these banks have been vacant. Ten of the 12 public-sector banks, even large ones like Punjab National Bank, Canara Bank and Union Bank of India - all except State Bank of India (SBI) and Bank of Baroda - don't even have a chairman. In 2014, while splitting the post of chairman & managing director (CMD), the government had decided to appoint non-executive chairmen at these banks. SBI, which has an executive chairman and four managing directors, was an exception.
HCL Technologies on Monday said its founder Shiv Nadar will take on the role of Chairman Emeritus and Strategic Advisor to the company's board. Nadar, chief strategy officer and managing director of the company, on completing 76 years of age, has tendered his resignation as the MD as well as the Director with effect from close of business hours on July 19, according to a regulatory filing. "In order to continue to benefit from his vast knowledge, experience, and wisdom in an advisory role, the Board of Directors in its meeting held today, after considering the recommendations of the Nomination & Remuneration Committee, has approved the appointment of Shri Shiv Nadar as the 'Chairman Emeritus and Strategic Advisor to the Board' for a term of five years with effect from July 20, 2021," it added.
Former NSE managing director (MD) and chief executive officer (CEO) Chitra Ramkrishna and group operating officer and her advisor Anand Subramanian ran a 'money-making scheme' during their stint at the National Stock Exchange (NSE), markets regulator Securities and Exchange Board of India (Sebi) has alleged. The order passed by Sebi dated February 11 highlights frequent increase in the compensation package of without proper appraisal, documentation or file notings, and the involvement of the human resource (HR) head or the nomination and remuneration committee. Furthermore, the order talks about Subramanian being directed to "withdraw and surrender" to the unknown person a gross amount per month as "gratitude".
Act says remuneration to directors and key managerial personnel should involve a balance between fixed and incentive pay.
Billionaire Gautam Adani's son Karan will helm the cement firms his group has acquired to become India's second largest cement player and extend his burgeoning empire that spans from ports and energy to airports and telecom.
"Power to purchase its own equity shares or other securities by way of a buy-back arrangement has been included and provisions relating to nomination facility for shares by a shareholder have been inserted," the Infosys postal ballot notice, uploaded on the company's website, said.
NSE managing director and CEO Vikram Limaye on Wednesday said that he will not seek a second term at the stock exchange when his five-year term ends in July. This comes amid the National Stock Exchange (NSE) facing the regulatory probe in a case related to governance lapses at the bourse as well as in the co-location matter. "I have informed the board that I am not interested in pursuing a second term and will therefore not be applying and participating in the process that is underway. My tenure ends on July 16, 2022," Limaye said in a statement.
Independent directors
Narayanaswami Srinivasan might have been barred from becoming the president of the Board of Control for Cricket in India but he is set to represent the Indian Board in the International Cricket Council meeting.
The matter pertains to the Rs 173.8 million severance offer given to former CFO Rajiv Bansal in October 2015 when he was allegedly forced to step down due to differences with then chief executive Vishal Sikka over the acquisition of Israeli technology firm Panaya for $200 million.
The mysterious Himalayan 'yogi' who allegedly advised Chitra Ramkrishna, former managing director and chief executive officer of the National Stock Exchange (NSE), on important matters of the bourse could be none other than Anand Subramanian, according to a letter written by former NSE chairman Ashok Chawla to the Securities and Exchange Board of India (Sebi). Subramanian was group operating officer of the NSE and advisor to Ramkrishna during 2015-16. He joined as chief strategic advisor in April 2013.
Tata Consultancy Services (TCS) on Friday reported a 14.1 per cent rise in consolidated net profit to Rs 9,624 crore in the September 2021 quarter, aided by broad-based growth across geographies and verticals. The Mumbai-based company had logged a net profit of Rs 8,433 crore (excluding adjustment towards a legal claim) in the year-ago period. Its revenue grew 16.7 per cent to Rs 46,867 crore for the September 2021 quarter from Rs 40,135 crore in the year-ago period.
The move comes after Neeraj Kanwar's reappointment as managing director was rejected by minority shareholders owing to his salary, which increased in spite of a fall in the company's profitability.
With this rejig, Mindtree's board will now have 12 board members from eight.
'To the believers of crypto regulations, I have only one question to ask, how will you regulate it?'
The regulator said if the variable pay is up to 200 per cent of the fixed pay, at least 50 per cent of it should be in non-cash, and if the variable pay is above 200 per cent, 67 per cent of it should be paid via non-cash instruments.
Gangwal said he will not vote in favour of resolutions that intend to expand the size of the board to 10 members. Gangwal wants a seven-member board.
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