A working group formed to look into issues related to proxy advisory firms has proposed that the Securities and Exchange Board of India (SEBI) should be the forum to handle disputes between such advisory firms and listed companies.
“Any dispute arising between corporate and proxy advisers needs to be first examined by SEBI to ascertain the non-compliance, if any, of the proposed additional Code of Conduct for proxy advisers. SEBI will give appropriate comments in the matter wrt. [with respect to] compliance of code of conduct by proxy advisor. Only thereafter the person may approach the court of law,” stated the report.
The working group has suggested that the capital markets regulator should make the necessary changes in the Listing Obligations and Disclosure Requirements Regulations — which every listed company has to comply with — to make listed entities approach SEBI with their grievances.
Currently, there are no explicitly stated legal provisions to handle such disputes arising between a company and a proxy adviser. Proxy advisory firms, which advise shareholders — mostly institutional — on voting on various board resolutions are often found to be at loggerheads with companies. In perhaps the most famous instance, Uday Kotak, in August last year, publicly stated that global proxy advisory firms needed to be domestically regulated.
His statements were made in the backdrop of U.S. proxy advisory firm ISS advising shareholders to vote against the reappointment of Deepak Parekh as a director on the board of HDFC.
The report has also given recommendations on the ways to avoid any conflict of interest situations between the advisory firm and the company, and also ways to establish a ‘Chinese Wall’ if the proxy advisory firm also offers consultancy services.