Kotak's call to register overseas proxy firms may lack merit

Seeks Sebi control as US companies advise against Deepak Parekh; experts reject call

Published: Aug 13, 2018

Life is not a template and neither is mine. Like several who have worked as journalists, I am a generalist in my over two decade experience across print, global news wires and dotcom firms. But there has been one underlying theme in each phase; life gave me the chance to observe and tell a story -- from early days tracking a securities scam to terror attacks and some of India's most significant court trials. Besides writing, I have jumped fences to become an entrepreneur, as an investment advisor -- and also taught the finer aspects of business journalism to young minds. At Forbes India, I also keep an eye on some of its proprietary specials like the Rich list, GenNext and Celebrity lists. An alumnus of Xavier Institute of Communications and H.R College of Commerce and Economics in Mumbai, I have worked for organisations such as Agence France-Presse, Business Standard, The Financial Express and The Times of India prior to this.

g_108215_leaderboard_bg_280x210.jpgDeepak Parekh, HDFC Chairman

HDFC’s annual general meeting on July 31 has raised issues that could have wider ramifications on how investors vote on matters of corporate governance. Two large US proxy advisory firms—Glass, Lewis & Co and Institutional Shareholder Services—had advised investors to vote against Deepak Parekh (in picture) in his reappointment as a director on the board, citing that he was on the board of eight other companies, which could prevent him from exercising his duties ably.
 
Parekh barely scraped through, with 77.36 percent of votes in his favour (more than 75 percent are required to continue as a director on the board). Parekh, the non-executive, non-independent director on HDFC’s board, was director in 16 listed companies, according to HDFC’s annual report for 2017-18, including HDFC group subsidiaries. Two other senior HDFC directors, former Reserve Bank of India governor Bimal Jalan and chartered accountant Bansi Mehta, who were also in line for re-appointment, decided to resign after proxy advisory firms told investors to not vote for them as well.

Uday Kotak, non-executive vice chairman and managing director of Kotak Mahindra Bank, hit out against the role of foreign proxy advisory firms and sought their regulation by Securities and Exchange Board of India (Sebi). But Kotak’s statements have not gone down well with experts. “I am appalled by what Uday Kotak said and is seeking. Regulation of proxy advisory firms does not mean that one can regulate the way they make recommendations,” says Shriram Subramanian, founder and managing director of InGovern, a local proxy advisory firm. “Even if these proxy firms were registered with Sebi, the outcome would have been the same.”

What Subrmanian says has some merit. Even though foreign proxy advisors could make recommendations, eventually it is investors who exercise their vote, and Sebi regulations will not affect decision-making.

(This story appears in the 31 August, 2018 issue of Forbes India. You can buy our tablet version from Magzter.com. To visit our Archives, click here.)

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