Proxy advisors are intermediaries registered with Securities and Exchange Board of India (‘SEBI’) who provide guidance to shareholders for voting on resolutions proposed by listed companies. Guidance on voting to shareholders is based on proxy advisory voting guidelines. Resolutions proposed by companies are assessed on these parameters and then guidance is provided to shareholders. These
Introduction Related Party Transactions is a common phenomenon among all the companies. Related party transactions are subject to higher scrutiny as they inherently involve conflict of interest. Related party transactions subject to various approvals within the company depending on the legal framework applicable to the company. Transactions brought before the members of the company are
Introduction In the first article on subject matter, we saw the relevance of giving legal disclosures and disclosures that are necessary. In this article we would be focusing on recommendations made on ‘Governance Concern’ by proxy advisors resolutions pertaining to approval of material related party transactions. Governance concerns are pertaining to ‘why’ this transaction is
Introduction Regulation 23(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 [‘SEBI (LODR)’] every listed entity shall formulate a policy on materiality of related party transactions and on dealing with related party transactions including clear threshold limits duly approved by the board of directors. Further as per clause (a)
Introduction Under the Companies Act, 2013 (‘the Act’) and SEBI (Listing Obligations and Disclosure Requirements) Regulations (‘LODR’), the remuneration of directors is subject to shareholder approval. Specifically, Section 197 of the Act provides that directors remuneration shall be subject to shareholders approval. Similarly, Reg. 17(6) of LODR also requires that director remuneration is subject to approval by shareholders. Proxy
Introduction Securities and Exchange Board of India (‘SEBI’) vide its amendment notification dt: June 14, 2023, effective e from July 15, 2023, introduced regulation 30(13) in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 [‘SEBI LODR’]. Regulation 30(13) reads as follows, “In case an event or information is required to be disclosed by the listed
Introduction Securities and Exchange Board of India (‘SEBI’) had issued a consultation paper dt: November 12, 2022 wherein it was proposed inter-alia to add a provision mandating disclosures to stock exchanges of penalties levied on listed companies. This proposal was discussed and approved in the SEBI board meeting dt: March 29, 2023 and SEBI vide its
Introduction: In adherence to the standards set forth by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘SEBI LODR’], listed companies are obligated to provide comprehensive disclosures to stock exchange regarding various appointments of senior management and key managerial personnel. While we are aware that Schedule III Part A,
In the labyrinth of insider trading regulations, the inception of Unpublished Price Sensitive Information (UPSI) serves as a critical focal point, yet its determination is far from straightforward and varies markedly from case to case. While conventional wisdom often ties UPSI’s genesis to the closure of the trading window, a deeper understanding reveals a more
Introduction With the increased globalization, India Inc. has become as dynamic as never before. As a result, various regulators are working in tandem with each other to bring ease of doing business and making the life of India Inc. easy. In this article, we shall try to understand the Securities and Exchange Board of India