Institutional shareholders' activism up manifold in 2014

They voted against 448 resolutions in 2014, managed to defeat five

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Instances of institutional shareholders banding to defeat resolutions rose manifold last year, with 448 instances of more than 50 per cent of institutional shareholders voting against resolutions, against at least 32 in 2013, according to data from nseinfobase.com, maintained by Prime Database.

The number of resolutions defeated was only five, against none in 2013, according to Prime data.

Only data for the period from April 2013 was available. Most annual general meetings (AGMs) are held after the March quarter. Last year, the quarter accounted for only 25 of the 1,448 AGMs.

“In all, there were 448 instances in which institutional shareholders voted against resolutions (at least 50 per cent of their votes were against these). Of these, 443 were passed,” said a Prime Database statement.

In terms of opposing resolutions, promoters saw far higher success. Of the 12 resolutions they opposed, all were defeated. Public shareholders opposed 318 resolutions, of which 228 were passed.

“A total of 17,180 resolutions were passed at AGMs, EGMs (extraordinary general meetings), postal ballots and court-convened meetings of 1,447 companies in 2014, translating into an average of 11.87 resolutions per event...This analysis is based on 2,230 AGMs, EGMs, postal ballots and court-convened meetings conducted by 1,447 NSE listed companies in 2014,” said the Prime Database statement.

About half the resolutions passed in 2014 related to board changes. The previous year had seen the implementation of stringent criteria for board members, including limits on their tenure and the requirement of diverse representation.

At 2,071, the second-highest category of resolutions related to auditors. Financial results, board remuneration, investments and loan limits and moves related to key management personnel accounted for 1,000-1,500 resolutions each.

“2014 saw several resolutions either completely voted against or, even if they were passed, public shareholders voted against them in a significant manner. A large part of this can be attributed to e-voting being made mandatory. ..Of the resolutions which were voted against, the maximum pertained to resolutions relating to 'Board Changes' at 16 followed by 'Memorandum of Understanding/ Agreements' at 13," it said.

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