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Sunday, February 16, 2014
Sebi okays new corp governance code
[Editor: The Financial Express on February 13, 2014 writes, "In sweeping changes to the way listed companies are governed in India, regulator Sebi today also asked them to follow an orderly succession planning, put in place whistle- blower policy for employees, have at least one woman director, get public shareholders' nod for related party transactions and carry out performance evaluation of all directors". The question is why there should be reservation for women in the boards of companies, when some of the Female CMDs' of Banks are responsible for mismanagement of the NPAs and large ticket loans ? Why does the government want to FLAUNT a RACIST EMBLEM in the companies' boards, also ? This is the time when the highest court of the land should come to the rescue of men, so that, the discrimination based on GENDER is nipped in the bud. The Article 32 of the Constitution gives an extensive original jurisdiction to the Honorable Supreme Court in regard to enforcement of Fundamental Rights. The Honourable Supreme Court is empowered to issue directions, orders or writs, including writs in the nature of Habeas Corpus, Mandamus, Prohibition, Quo Warranto and Certiorari to enforce them. However, The Hindu of 31st August, 2013 writes, "The Supreme Court of India is perceived by the lay public as the most potent institution in the Constitution by its appellate authority over all courts and tribunals and by its striking orders correcting and supervising government actions. In the public euphoria over this functioning of the Supreme Court, there is no awareness that the Supreme Court has radically changed its character and stature which was prescribed by the makers of the Constitution". Unfortunate!!]
The norms, due to come into effect from October 1, cover a wide range of subjects like CEO salaries, women on board, succession plans and mandatory whistle-blower policy.
The fine print is still awaited, but minority shareholders are expected to welcome the new norms, while majority stakeholders may have reason to worry.
Sebi's norms come against the backdrop of demands for clear information on how Indian firms are run. The norms are expected to make stocks attractive to retail investors again, who have been selling heavily since 2008 due to trust deficit.
The new rules are consistent with the new companies law ratified last year to enhance shareholder rights.
"Given the initial snippets announced by Sebi, it appears the regulator is exceeding its brief and even stepping into the shoes of the Companies Act under which a company is formed," said a director who oversees substantial stakes in leading companies as an institutional investor.
Sebi norms specify that companies need to justify excessive executive salaries. This is expected to invite a big "no" from corporates; but then, making it part of the listing agreement, they have no choice but to follow Sebi's diktat.
Speaking to dna on condition of anonymity, senior management of a few listed corporates said that Sebi as a watchdog needs to focus on protecting small investors and ensure orderly development of the capital market. "Getting into micro management and linking such conditions by enforcing the Clause 49 of the listing norms is the only way that will compel corporates to follow the mandate," said a senior independent board member.
But not all are against the Sebi norms. "Small investors have be crying foul over the manner in which CEOs, including government appointed ones, were getting fabulous salaries despite companies being in the red," said a promoter of a research firm.
Besides, those in favour of the new Sebi norms say the mandatory nomination and remuneration committee for salary to be chaired by an independent director was a step in the right direction, rather than existing board deciding on the chairman's remunerations.
Restricting independent directors to seven companies was also commendable as in the thirty-day period around board meetings, it was practically not possible for independent directors to attend all meetings.
The employee stock options being withdrawn for independent directors and nominee directors not being permitted the dual role of being independent directors have also applauded by representatives of small investors.
So long nominee directors were also appointed as independent directors. This also helped the company in fulfilling obligations of an independent director on board at the same time ensured the vote count required for board decisions.
Most market observers , however awaiting the details of the new listing norms to chart out their future course of action.