For some time now, experts have held that the phenomenon of shareholder activism is in a nascent stage in India. But there can still be no doubt that cases of shareholder activism are on the rise in the country. Meanwhile, proxy advisory firms continue to raise red flags when they feel that something is amiss. This year itself, there have been a number of instances where shareholders have challenged promoters and management. Let’s examine how this rising tide has impacted India Inc. Towards the end of September this year, Pune-based Kinetic Engineering Ltd’s shareholders rejected the company’s proposal to increase Managing Director Ajinkya A Firodia’s remuneration. Earlier, in September, Ekta Kapoor and Sobha Kapoor, who are part of Balaji Telefilms’ promoter group, faced shareholder ire and failed to obtain the necessary votes on resolutions proposing pay increase for them. In August of 2021, shareholders voted down Siddhartha Lal’s reappointment as Eicher Motors Ltd’s managing director. It was reported that the shareholders were against a proposal to hike Lal’s salary by 10 per cent as it outpaced the revenue and profit growth clocked by the firm last year amid the Covid pandemic. Recently, Eicher Motors again sought shareholders’ nod on Siddhartha Lal’s remuneration. In the past few months, shareholders have overwhelmingly voted against the remuneration proposals for the chairmen of Balkrishna Industries Ltd, Hero MotoCorp Ltd, and Bajaj Auto Ltd. Clearly, shareholders are not taking kindly to proposals for upping the remuneration takeaways of top executives under the current circumstances. But, that’s not the only angle of attack amid the rising tide of shareholder activism. Consider the Zee case, for instance. On 11th September, Invesco Developing Markets Fund and OFI Global China Fund had asked the Zee Entertainment Enterprises board to convene an EGM to induct six of their nominees. In the same letter, Invesco had also proposed the removal of CEO and MD Punit Goenka and two other directors from the board in the EGM. The two other directors in question were Manish Chokhani and Ashok Kurien. Subsequently, Chokhani and Kurien resigned. Invesco recently took the matter to the NCLT. As a result, on 30th September, the NCLT directed the Zee board to consider Invesco’s requisition for an EGM. Even one of the biggest names in India Inc has been a target of shareholder activism. Yasir Al-Rumayyan, the chairman of Saudi oil producer Aramco and the governor of that country’s sovereign wealth fund, was appointed an independent director on the board of Reliance Industries on 19th July. The appointment has now come up for shareholder vote and the voting process will end on 19th October. Based on the recommendations of proxy advisory company Glass Lewis, the California State Teachers Retirement System has decided to vote against Al-Rumayyan’s appointment. According to the proxy advisory firm, since Al-Rumayyan has a key role in the operations of Saudi Arabia’s Public Investment Fund and Aramco, he does not qualify to be an independent director. PIF has already invested Rs 9,555 crore in Reliance Retail and Rs 11,367 crore in RIL’s Jio Platforms. Meanwhile, Aramco and RIL have been in talks for another equity deal that involves 20 per cent of Reliance’s oil-to-chemical business. Meanwhile, the Florida State Board of Administration is also against the appointment. Only time will tell how things will play out in some of these evolving cases. However, whatever the end result, one clear fact emerges when you consider all the cases we have spoken about today. Clearly, if India Inc wants to keep itself free from such tussles, it needs to prepare itself for a more transparent future with higher corporate governance standards.
