Grievance Decision between listed entities and proxy advisers

Securities and Trade Board of India



August 04, 2020

All listed entities which have listed their specified securities

All Acknowledged Inventory Exchanges

Madam / Sir,

Topic: Grievance Decision between listed entities and proxy advisers

1. Regulation 4(2)(a) of the SEBI (Itemizing Obligations and Disclosure Necessities) Rules, 2015 (‘LODR’) casts sure obligations on listed entities to guard and facilitate the train of the rights of shareholders, together with:

a. proper to take part in, and to be sufficiently knowledgeable of, choices regarding basic company adjustments,

b. alternative to take part successfully and vote usually shareholder conferences,

c. efficient shareholder participation in key company governance choices, such because the nomination and election of members of board of administrators and

d. train of possession rights by all shareholders, together with institutional traders.

2. Proxy advisors, over the previous few years, have performed a key function in enabling shareholders to successfully take part in company governance choices and thus, furthering the achievement of the above targets. Proxy advisors present recommendation to institutional traders / shareholders of a listed entity, in relation to train of their rights within the firm together with voting advice on agenda gadgets. Nonetheless, because of the inherent nature of the work, it’s possible that proxy advisors and listed entities could have completely different views on any agenda merchandise of the listed entity resulting in grievances.

3. With a view to facilitate decision of such grievances of listed entities in opposition to SEBI registered proxy advisors, the listed entities could method SEBI. SEBI will study the matter for non-compliance by proxy advisors with the provisions of the Code of Conduct underneath regulation 24(2) learn with regulation 23(1) of the SEBI (Analysis Analyst) Rules, 2014 and the procedural pointers for proxy advisors issued vide SEBI round no. SEBI/HO/IMD/DF1/CIR/P/2020/147 dated August 03, 2020.

4. The provisions of this Round shall be relevant with impact from September 01, 2020.

5. This Round is issued in train of the powers conferred underneath Part 11(1) of the Securities and Trade Board of India Act, 1992 learn with Regulation 101 of the SEBI (Itemizing Obligations and Disclosure Necessities) Rules, 2015.

6. This Round is accessible at underneath the hyperlink “Authorized-Circulars”. The acknowledged inventory exchanges are suggested to disseminate the contents of this Round on their web site.

Pradeep Ramakrishnan

Basic Supervisor

Company Finance Division

Compliance and Monitoring Division-1


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