Below are key takeaways from ISS’ recently released 2023 Proxy Season Preview – India. The full report is available to institutional subscribers by logging into ProxyExchange then selecting the Governance Exchange and its Report Center tab and to corporate subscribers by logging into Governance Analytics then selecting the Governance Exchange and the Report Center tab.
- The 2023 India proxy season is expected to run between June and mid-September and to continue with similar meeting formats and concentration of meetings as seen in 2022: The Ministry of Corporate Affairs has allowed companies to carry out shareholder meetings via audio and video conferencing up to 30 September 2023. It is expected that majority of the companies will continue to follow the practice of virtual-only meetings instead of physical or hybrid meetings in 2023, with the distribution of meetings on monthly basis being similar to that in the previous year. Also, this year the top 100 listed companies (based on market cap) will be required to conduct their AGMs within a period of five months (instead of six months) from date of closing of the financial year.
- Improvement in board gender diversity: Female representation on boards is expected to further increase due to regulations and an increased global push towards diversity and inclusion. Gender diversity has improved significantly on Indian boards in recent years as women representation has increased to 18% in 2022, compared to below 10% prior to 2013.
- Independent Directors will be reorganized: The current fiscal year marks the end of the maximum ten-year term for many independent directors, post the implementation of the Companies Act 2013. Several independent directors will be retiring from the boards by March 2024. Companies are expected to replace their long-tenured independent directors with new nominees, and many independent directors are likely themselves to look to construct a different portfolio of company boards that they wish to commit to for the next decade.
- Regulatory changes to drive next wave of governance reforms: In February 2023, SEBI amended buyback of securities rules to simplify the buyback process. SEBI also introduced guidelines on ESG disclosures. Also recently, changes have been made to the listing regulations, pertaining to special rights to specific shareholders, board permanency and slump sale transactions.
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Aditi Uttamchandani, Madhura Malandkar, Nishesh Bhama, Omkar Vartak, Siddhant Pandey, Shobhit Jaju