Special Report: India Proxy Season 2012 Analysis


InGovern Research Services announces the release of its special report on India Proxy Season 2012 Analysis.


This report analyzes patterns in the resolutions proposed by Indian listed companies in the just concluded 2012 proxy voting season. Observations on routine and non-routine resolutions proposed by Indian companies have also been discussed. The data has been collated and analyzed from a coverage universe of 588 companies forming part of the S&P 500 and BSE 500 indices, which represent over 95% of the market capitalization of Indian listed companies. Management and shareholder resolutions passed in the Annual General Meetings (AGMs) held in 2012 for these companies have been analyzed.


An additional effort has been made to understand the corporate governance structure and practices prevalent in top 100 companies forming part of the Nifty and Junior Nifty indices. Board size, board composition, contribution of directors at board meetings, role of independent directors, constitution of committees, auditor rotation practices, etc. have been analyzed. The report also looks at a post meeting analysis of outcomes of 2012 AGMs along with key developments initiated in 2012 to encourage shareholder activism in India.


Key Highlights of the Report:

Resolutions Analysis 

  • A total of 4,271 resolutions proposed by 588 companies (Companies of the S&P 500 and BSE 500 indices which formed part of our coverage universe)
  • Of the 4,271 resolutions proposed in 2012 proxy voting season, there were 3,711 ordinary resolutions and 560 special resolutions. Further, 3,811 resolutions were proposed by management and 460 resolutions were proposed by shareholders
  • Most resolutions at AGMs passed through show of hands
  • 72% of the resolutions passed unanimously with the remaining passed with requisite majority; Six resolutions were withdrawn/amended


Corporate Governance Structure of Top 100 (Nifty and Junior Nifty) Companies 

  • 10% of companies have board sizes of either more than 16 directors or less than 7 directors
  • 9% of companies were non compliant with Clause 49; with less than 50% Independent Directors, with no Independent Chairman
  • One in five Directors attend less than 75% of Board Meetings
  • 9% of Independent Directors have outside directorships in more than 10 public companies
  • 22% of IDs have served on the Board for more than 9 years
  • Audit Committees of only 45 companies comprise only of Independent Directors
  • 13 companies have not constituted a remuneration committee
  • 53 companies have had the same Auditors for more than five years


The full report can be downloaded from here: India Proxy Season 2012 Analysis