Below are key takeaways from ISS’ recently released 2024 India Proxy Season Review. The full report is available to institutional subscribers by logging into ProxyExchange then selecting the Knowledge Center and its Library tab and to corporate subscribers by logging into Compass then selecting Governance and the Governance Library or Governance Exchange tab.
- AGM calendar: September remained the peak month for AGMs. Of the 1,343 AGMs held in the 2024 season, 47 percent were held in September.
- Agenda Items: With the transition period ending in 2024, there was a 79-percent increase in resolutions related to independent director appointments, compared to 2023.
- Overboarding: There has been a consistent decline, over the past three years, in the average number of external directorships in listed companies held by directors. Less than 1 percent of directors are currently serving on more than six boards.
- Women in leadership roles: While the appointment of women to executive or board leadership positions has been slow, it is steadily increasing. Currently, 9 out of 100 executive positions are held by women.
- Gender diversity: The number of women in corporate boardrooms has increased steadily over the last decade, reaching 20 percent in 2024 compared to less than 10 percent in 2013.
- Board refreshment: Median board independence improved from 45 percent to 50 percent in 2024, with companies replacing tenured independent directors at the end of the transition period.
- Shareholder dissent: Proposals receiving more than 20 percent dissent votes saw a c.48 percent jump over the previous year. Significant dissent was observed regarding resolutions related to compensation, director election and related-party transactions.
- Group association: Some companies have been rotating independent directors across holding and subsidiary companies, replacing directors with their family members (for example, fathers with sons), and appointing former employees as independent directors. Such appointments are not aligned with the spirit of the regulations.
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By:
ISS India Research Team
