BOARD ANALYSIS - InGovern Research Services Pvt Ltd. · BOARD ANALYSIS INGOVERN RESEARCH S ... -100...
Transcript of BOARD ANALYSIS - InGovern Research Services Pvt Ltd. · BOARD ANALYSIS INGOVERN RESEARCH S ... -100...
INDIA 2016 BOARD ANALYSIS
INGOVERN RESEARCH SERVICES CORPORATE GOVERNANCE | SHAREHOLDER ACTIVISM
Analysis of Boards of Top-100 Companies
2
Table of Contents
Executive Summary
Board Size
Board Composition
Independent Chair
Promoters on Board
Women Directors
Board Meetings
Total Directorship of IDs
Board Refreshment
Audit Committee
Appendix
Page #
1
2
4
6
8
9
10
12
13
15
16
1
Executive Summary This report studies and analyses the Board structure of top-100 India listed
Companies forming part of Nifty 50 and Nifty Next 50 indices. This report takes into
account the Board composition and other relevant details as on latest year-ending
date of the respective companies. In case required information is not provided in the
annual report of the Companies (e.g., tenure of Independent Directors, outside
directorship of Directors, etc.), the same has been sourced from publicly available
sources. Hence, no guarantee can be made on accuracy of the data.
Some of the key points highlighted in this report are:
▪ The average size of Board of top-100 Companies was 11. The Company with
largest Board size was L&T (20) and smallest Board were 6 companies with
6 members each, (4).
▪ 50% of the total Directors of top-100 Companies are Independent Directors.
▪ 23 Companies didn’t have the minimum required % of Independent
Directors on their Boards. A majority of these Companies are PSUs.
▪ 12 Companies had an Independent Chairperson of the Board.
▪ 8 Companies didn’t have any women directors as required under Companies
Act and SEBI LODR Regulations.
▪ 15% of Directors attended less than 75% of Board meetings held in FY16.
▪ The average public company directorships held by Independent Directors of
top-100 Companies is 4.
▪ 15% of Independent Directors have Board tenures exceeding 10 years. Some
Independent Directors have tenures as high as 51 years!
▪ Only 38 of top-100 Companies have a fully independent Audit Committee.
▪ 24 of top-100 Companies have Executive Directors in their Audit Committee.
2
Company Name Directors
Larsen & Toubro Ltd 20
Emami Ltd 16
Bajaj Auto Ltd 15
ITC Ltd 15
Eicher Motors Ltd 6
ABB Ltd 6
Cadila Healthcare Ltd 6
Containers Corporation of India Ltd 6
Oil India Ltd 6
Reliance Communications Ltd 6
As of latest year-ending for the respective companies
Board Size
The Companies Act, 2013 prescribes a minimum of 3 and maximum of 15 directors on the board of a public company and permits companies to appoint more than 15 directors after passing a special resolution. As governance best practice, InGovern recommends that companies have a board size of 7 to 14 directors. An analysis of the top 100 companies that form part of the Nifty 50 and Nifty Next 50 indices shows that the number of directors on Indian boards varies between 6 and 20 with an average board size of around 11 directors.
The list of companies with the largest and the smallest Boards are given below:
Average board size
of top 100 Indian
Companies
11
10 Companies have
board sizes of
either more than
14 directors or less
than 7 directors
3
Company Name Directors
Bajaj Auto Ltd 16
ITC Ltd 16
Federal Bank Ltd 16
Bharat Forge Ltd 15
Eicher Motors Ltd 6
Gail (India) Ltd 6
ABB Ltd 6
Cadila Healthcare Ltd 6
Reliance Communications Ltd 6
Rural Electrification Corporation Ltd 4
As of FY2015 ending for the respective companies
10 11 +1 Average Board Size
in 2015
Average Board Size
in 2016 Change
In 2015
10 Companies had board
sizes of either more
than 14 directors or
less than 7 directors
Comparison vis-à-vis 2015
4
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI LODR
Regulations”) mandates that for listed companies,
where the Chairman is an ED or a Promoter, the Board
should be constituted with at least 50% IDs. Out of the
top 100 companies, 24 companies were not in
compliance with the requirements of having requisite
number of IDs on their Boards.
Company Name % of IDs Containers Corporation of India Ltd 0%
Oil India Ltd. 0%
Hindustan Petroleum Corporation Ltd 13%
Power Grid Corporation Ltd 14%
Oil and Natural Gas Corporation Ltd 25%
Indian Oil Corporation Ltd 25%
NTPC Ltd 27%
Power Finance Corporation Ltd 29%
Bharat Petroleum Corporation Ltd 30%
Castrol India Ltd 30%
Bharat Electronics Ltd 33%
Hindustan Zinc Ltd 33%
State Bank Of India 36%
NHPC Ltd 36%
Bank of Baroda 40%
Gail (India) Ltd 40%
Punjab National Bank 40%
Ambuja Cements Ltd. 42%
Bharat Heavy Electricals Ltd 42%
Coal India Ltd 42%
Steel Authority of India Ltd 42%
Rural Electrification Corporation Ltd 43%
ITC Ltd 47%
Of total directors
on boards are IDs
50%
Board Composition
Companies
didn’t have
minimum
required % of
Independent
Directors
23
Highlighted rows are non-PSUs
5
Top 10 Companies with highest representation of IDs on Board
49% 50% +1% Total IDs
in 2015
Total IDs
in 2016 Change
Company Name % of IDs on Board
In 2016 In 2015
Eicher Motors Ltd 83% 83%
Dr. Reddy's Laboratories Ltd 78% 80%
Infosys Ltd 78% 80%
HCL Technologies Ltd 70% 67%
Mahindra & Mahindra Ltd 70% 64%
Ashok Leyland Ltd. 67% 55%
LIC Housing Finance Ltd. 67% 60%
Marico Ltd 67% 67%
Reliance Communications Ltd 67% 67%
Shriram Transport Finance Company Ltd 67% 56%
Comparison vis-à-vis 2015
6
Company Name Directors NED(%) ID(%)
Eicher Motors Ltd 6 83% 83%
Infosys Ltd 9 78% 78%
Shriram Transport Finance Company Ltd 9 89% 67%
ACC Ltd. 12 92% 58%
HDFC Bank Ltd 11 73% 55%
Kotak Mahindra Bank Ltd 11 73% 55%
ICICI Bank Ltd 13 62% 54%
Siemens Ltd 11 82% 45%
Procter & Gamble Hygiene and Health Care Ltd 8 88% 38%
Aurobindo Pharma Ltd. 10 60% 40%
Oracle Financial Services Software Ltd 9 89% 33%
Castrol India Ltd 10 60% 30%
As per best practices followed globally, the Board of
Companies should be chaired by an Independent
Director. This ensures higher independence of the
Board. Boards of 12 Companies in the top 100 had an
Independent Director as their Chairperson.
Although SEBI LODR Regulations require such Boards
to have at-least 1/3rd (i.e., 33%) members as IDs, a
few companies had IDs much more than the required
limit.
Castrol, ITC and Hindustan Zinc were the non-PSEs
which were not compliant with minimum ID
requirements. However, Castrol was compliant at the
close of business hours of its last day of financial year.
Independent Chair
Companies had an
Independent Chair
12
7
Companies with Independent Chairman in 2015
12 12 - Total IDs
in 2015
Total IDs
in 2016 Change
Company Name Directors NED(%) ID(%)
Federal Bank Ltd 10 90% 90%
Eicher Motors Ltd 6 83% 83%
Infosys Ltd 10 80% 80%
ACC Ltd. 12 92% 58%
ICICI BANK Ltd 12 67% 58%
Shriram Transport Finance Company Ltd 9 89% 56%
HDFC Bank Ltd 11 73% 55%
Siemens Ltd 11 82% 45%
Procter & Gamble Hygiene and Health Care Ltd 7 100% 43%
Aurobindo Pharma Ltd 10 60% 40%
Castrol India Ltd 10 60% 30%
Oracle Financial Services Software Ltd 8 88% 25%
Comparison vis-à-vis 2015
8
Company Name Directors Promoters %
Asian Paints Ltd. 14 6 43%
Bajaj Auto Ltd 15 7 47%
Maruti Suzuki India Ltd 12 7 58%
Apollo Hospital Enterprises Ltd 13 5 38%
Cummins India Ltd. 10 5 50%
DLF Ltd 14 5 36%
Emami Ltd 16 8 50%
Godrej Consumer Products Ltd 12 5 42%
Motherson Sumi Systems Ltd 10 5 50%
Oracle Financial Services Software Ltd 9 5 56%
Presence of Promoters on Board is not a governance
concern per se. However, a promoter-loaded Board
may raise concern on the independence of the Board
and also on the need for separation of ownership
from management.
On an average, the top-100 Companies had 2
Promoters Directors on their Boards. However, the
number ranged from 0 (33 Companies) to 8 (Emami
Ltd).
Promoters on Board
Average no. of
Promoter Directors
on Boards
2
The following table shows Companies which had at-least 5 Promoters/ Promoter
relatives/ Promoter nominees on their Boards as on latest year ending date:
Maruti Suzuki and Oracle were the Companies that had nominees of their parent
filling more than 50% of its Board with Independent Directors constituting only 33%
of the total size.
9
Company Name Women Company Name Women
Axis Bank Ltd 3 Bharat Petroleum Corporation Ltd 0
Cipla Ltd 3 Gail (India) Ltd 0
Idea Cellular Ltd. 3 ITC Ltd 0
Infosys Ltd 3 ONGC Ltd 0
UltraTech Cement Ltd 3 Tata Power Ltd 0
Apollo Hospital Enterprises Ltd 4 Indian Oil Corporation Ltd 0
Godrej Consumer Products Ltd 3 Power Finance Corporation Ltd 0
NHPC Ltd 3 Rural Electrification Corp. Ltd 0
Titan Company Ltd 3
There were 133 women on the Board of top-100
Companies as on the year ending date.
31 top-100 Companies had multiple Women
Directors while 8 Companies didn’t have any.
Apollo Hospitals Enterprises was the only Company
to have 4 Women Directors on its Board. However, all
these 4 Directors are Promoters.
Infosys and Titan were the two companies which had
3 Women Directors all of which were IDs.
Women Directors
Companies didn’t
have any Women
Director on their
Boards
8
The following table shows Companies with the highest and lowest number of Women
Directors on their Boards as on latest year ending date:
10
35 35
22
8
0
5
10
15
20
25
30
35
40
5 or less Meetings 6 to 7 Meetings 8 to 10 Meetings More than 10 Meetings
InGovern recommends AGAINST re-appointment
of Directors that have attended less than 75%
meetings (Board + Audit Com + AGM) during the
year.
On an average, the top 100 Companies held 7
Board meetings as on latest year ending date.
While 89% was the average Board attendance,
15% of Directors attended less than 75%
meetings.
Board Meetings
Directors had
attendance of less
than 75% in Board
meetings
15%
57 of the Top 100
Indian companies held
between 6 and 10 board
meetings in the year
11
86% 89% 3% Average Board
Attendance
in 2015
Average Board
Attendance
in 2016
Change
19% 15% -4% Defaulting
Directors
in 2015
Defaulting
Directors
in 2016
Change
Comparison vis-à-vis 2015
Trend implies an increase in Director
participation in meetings
12
The table below shows Companies that have ID’s average directorships of 7 or more Companies:
Name of ID ID’s Average
Directorships
ABB Ltd 10
Ambuja Cements Ltd. 9
Tata Motors Ltd 9
Cummins India Ltd. 8
Bosch Ltd. 7
Tata Power Co Ltd 7
Procter & Gamble Hygiene and Health Care Ltd 7
Torrent Pharmaceuticals Ltd 7
United Spirits Ltd 7
Reliance Communications Ltd 7
Mahindra & Mahindra Ltd 7
Cadila Healthcare Ltd 7
Emami Ltd 7
Bharat Forge Ltd. 7
Bajaj Finserve Ltd 7 As of latest year ending date for the respective companies
Total Directorship of IDs
The Companies Act, 2013 limits the maximum number of directorships for all directors to 10 public companies and 20 companies in total. SEBI LODR Regulations, 2015 limits maximum directorships for Independent Directors (ID) to 7 Listed Companies and 3 if the ID is an Executive Director in any listed Company.
The average directorship of IDs in top-100 Companies is approximately 4 directorships. 1.2% of the Independent Directors are directors in more than 10 public companies.
Average Indian
public co.
directorship of
Independent
Directors
4
13
The table below shows a few examples of IDs who have served on the board for more than 10 years:
Name of ID Name of the Company in which ID Tenure (Years)
Mr. R. A. Shah Procter & Gamble Hygiene & Healthcare 52
Mr. Mansingh L. Bhakta Reliance Industries 39
Mr. J. K. Setna Colgate Palmolive 38
Mr. Nusli N. Wadia Tata Steel 37
Mr. Rajkumar Menon Apollo Hospitals 37
Mr. Rafeeque Ahamed Apollo Hospitals 37
Mr. B. S. Mehta Procter & Gamble Hygiene & Healthcare 37
Mr. R. A. Shah Colgate Palmolive 32
Mr. S. M. Thakore Bharat Forge 30
Mr. T. K. Balaji Titan Industries 30
Board Refreshment
The Companies Act, 2013 limits the tenure of IDs to hold office upto two consecutive terms, each term of upto 5 years. Incase IDs have a tenure of more than 10 years, they will be eligible for re-appointment only after a cooling period of 3 years. 121 IDs have tenures more than 10 years on their respective Boards. The average tenure of IDs in the top 100 companies is approximately 7 years. 24 companies had average tenure of IDs of 10 or more years with the highest being that of Procter & Gamble Hygiene & Healthcare at 31 years. There were 15 companies where more than half of the IDs have served on the board for more than 10 years. 80% of IDs of Sun Pharma and Cummins India have an average tenure more than 10 years.
IDs have served
on the Board
for > 10 years
21%
14
Companies with average ID tenure > 10 years
21 24 +3 in 2015 in 2016 Change
% of IDs having tenure > 10 years
19% 21% +2% Defaulting
Directors
in 2015
Defaulting
Directors
in 2016
Change
Comparison vis-à-vis 2015
Trend implies IDs with longer tenures not
being regularly replaced with new IDs
15
Company Name ID (%)
Container Corporation Ltd, Oil India Ltd 0%
HPCL, Power Grid 33%
Bank of Baroda, Punjab National Bank 40%
Company Name ED (%)
HPCL, Oil India 67%
Cipla, Lupin, NHPC, Power Finance Corp. Power Grid, UPL 33%
Audit Committee
The average number of audit committee members in the top-100 Companies was four. This is one more than the minimum 3 members recommended by SEBI LODR Regulations, 2015. Although SEBI LODR Regulations require 2/3rd of the committee members to be independent, InGovern recommends the committee to comprise solely of Independent Directors. Only 38 Companies have their audit committees comprised solely of Independent Directors. As much as 24 Companies had executive directors as members of their audit committees, which should be strictly avoided.
38 Companies had
audit committees comprising only of Independent
Directors
The following table shows Companies with the lowest Independent Directors and
highest Executive Directors in percentage terms in their audit committees:
16
Limitations for the study
1. Castrol India Ltd follows financial year of January 1 – December 31st. We have
taken its 2015 annual report for our study.
2. Disclosure on total directorship/ outside directorship of Directors is not uniform
in annual reports of all the top-100 companies. Some have disclosed data of
public limited companies, some of listed companies only while others have
included all companies, i.e., private, public and foreign companies in their
disclosures. Since we wanted only Indian public companies data, we have tried to
obtain data from various online sources in case same has not been made
available in the annual reports. Hence, we are not in a position to verify the
authenticity of this data.
3. Data for tenure of Directors has also been obtained from various online sources
like MCA and others where the same is not available in the annual reports. Hence we are not in a position to verify the authenticity of this data.
4. For our section on promoters, we have taken promoters, their relatives as well as
their nominees for the data. Hence, in few cases where the company has not listed a director as promoter (eg., Meswani brothers in Reliance Ltd), we have done so.
17
APPENDIX
18
Board Composition – I
Company Name Board
Size Board Composition
# of
Directors # of
NEDs # of IDs
% of NEDs
% of IDs
ACC Ltd. 12 11 7 92% 58%
Adani Ports and Special Economic Zone Ltd. 9 7 5 78% 56%
Ambuja Cements Ltd. 12 11 5 92% 42%
Asian Paints Ltd. 14 13 7 93% 50%
Aurobindo Pharma Ltd. 10 6 4 60% 40%
Axis Bank Ltd 13 11 8 85% 62%
Bajaj Auto Ltd 15 12 8 80% 53%
Bank of Baroda 10 7 4 70% 40%
Bharti Airtel Ltd. 12 10 6 83% 50%
Bharti Infratel Ltd 9 7 5 78% 56%
Bharat Heavy Electricals Ltd 12 7 5 58% 42%
Bosch Ltd. 8 6 4 75% 50%
Bharat Petroleum Corporation Ltd 10 5 3 50% 30%
Cipla Ltd 10 7 5 70% 50%
Coal India Ltd 12 7 5 58% 42%
Dr. Reddy's Laboratories Ltd 9 7 7 78% 78%
Eicher Motors Ltd 6 5 5 83% 83%
Gail (India) Ltd 10 6 4 60% 40%
Grasim Industries Ltd 12 10 6 83% 50%
HCL Technologies Ltd 10 9 7 90% 70%
HDFC Bank Ltd 11 8 6 73% 55%
Housing Development Finance Corporation Ltd. 11 7 6 64% 55%
Hero MotorCorp Ltd 11 9 7 82% 64%
Hindalco Industries Ltd 10 8 5 80% 50%
Hindustan Unilever Ltd 9 6 5 67% 56%
19
Company Name Board
Size Board Composition
# of
Directors # of
NEDs # of IDs
% of NEDs
% of IDs
ICICI Bank Ltd 13 8 7 62% 54%
Idea Cellular Ltd. 11 10 6 91% 55%
IndusInd Bank Ltd. 8 7 5 88% 63%
Infosys Ltd 9 7 7 78% 78%
ITC Ltd 15 11 7 73% 47%
Kotak Mahindra Bank Ltd 11 8 6 73% 55%
Larsen & Toubro Ltd 20 14 10 70% 50%
Lupin Ltd 12 6 6 50% 50%
Mahindra & Mahindra Ltd 10 8 7 80% 70%
Maruti Suzuki India Ltd 12 5 4 42% 33%
NTPC Ltd 11 5 3 45% 27%
Oil And Natural Gas Corporation Ltd 12 5 3 42% 25%
Power Grid Corporation Ltd 7 2 1 29% 14%
Reliance Indutries Ltd 14 9 8 64% 57%
State Bank Of India 14 9 5 64% 36%
Sun Pharamaceutical Industries Ltd 9 6 5 67% 56%
Tata Consultancy Services Ltd 11 9 6 82% 55%
Tata Motors Ltd 11 8 6 73% 55%
Tata Power Co Ltd 9 7 5 78% 56%
Tata Steel Ltd 11 9 6 82% 55%
Tech Mahindra Ltd 10 9 5 90% 50%
UltraTech Cement Ltd 11 10 6 91% 55%
Wipro Ltd 11 7 7 64% 64%
Yes Bank Ltd 11 10 6 91% 55%
Zee Entertainment Enterprises 8 7 4 88% 50%
ABB Ltd 6 5 3 83% 50%
20
Company Name Board
Size Board Composition
# of
Directors # of
NEDs # of IDs
% of NEDs
% of IDs
Apollo Hospital Enterprises Ltd 13 8 8 62% 62%
Ashok Leyland Ltd. 12 11 8 92% 67%
Bajaj Finance 13 12 8 92% 62%
Bajaj Finserve 8 7 4 88% 50%
Bharat Forge Ltd. 14 8 7 57% 50%
Bharat Electronics Ltd 12 5 4 42% 33%
Britannia Industries Ltd 13 12 8 92% 62%
Cadila Healthcare Ltd 6 4 3 67% 50%
Cairn India Ltd. 8 7 4 88% 50%
Castrol India Ltd 10 6 3 60% 30%
Colgate Palmolive India Ltd 10 7 6 70% 60%
Containers Corporation of India Ltd 6 1 0 17% 0%
Cummins India Ltd. 10 9 5 90% 50%
Dabur India Ltd. 12 10 6 83% 50%
Divi's Laboratories Ltd. 8 4 4 50% 50%
DLF Ltd 14 9 8 64% 57%
Emami Ltd 16 9 8 56% 50%
GlaxoSmithkline Pharmaceuticals Ltd. 12 8 6 67% 50%
Glenmark Pharmaceuticals Ltd. 10 7 6 70% 60%
Godrej Consumer Products Ltd 12 9 6 75% 50%
GlaxoSmithKline Consumer Healthcare Ltd. 10 7 5 70% 50%
Hindustan Petroleum Corporation Ltd 8 3 1 38% 13%
Hindustan Zinc Ltd 9 7 3 78% 33%
Indiabulls Housing Finance Ltd 11 7 6 64% 55%
Indian Oil Corporation Ltd 12 5 3 42% 25%
JSW Steel Ltd. 12 8 6 67% 50%
21
Company Name Board
Size Board Composition
# of
Directors # of
NEDs # of IDs
% of NEDs
% of IDs
LIC Housing Finance Ltd. 9 8 6 89% 67%
Marico Ltd 9 8 6 89% 67%
Motherson Sumi Systems Ltd. 10 9 5 90% 50%
NHPC Ltd 11 6 4 55% 36%
NMDC Ltd. 12 7 6 58% 50%
Oracle Financial Services Software Ltd 9 8 3 89% 33%
Oil India Ltd. 6 1 0 17% 0%
Power Finance Corporation Ltd 7 3 2 43% 29%
Procter & Gamble Hygiene and Health Care Ltd 8 7 3 88% 38%
Pidilite Industries Ltd. 12 6 6 50% 50%
Punjab National Bank 10 7 4 70% 40%
Rural Electrification Corporation Ltd 7 4 3 57% 43%
Reliance Communications Ltd 6 6 4 100% 67%
Steel Authority of India Ltd 12 7 5 58% 42%
Shree Cement Ltd 11 9 7 82% 64%
Shriram Transport Finance Company Ltd 9 8 6 89% 67%
Siemens Ltd 11 9 5 82% 45%
Titan Company Ltd 11 10 6 91% 55%
Torrent Pharmaceuticals Ltd 9 6 5 67% 56%
United Breweries Ltd 12 10 6 83% 50%
United Spirits Ltd 8 7 5 88% 63%
UPL Ltd. 12 9 6 75% 50%
Vedanta Ltd 8 4 4 50% 50%
22
Board Composition – II
Company Name # of
Directors Independent
Chairman Women
Directors Promoters
ACC Ltd. 12 Yes 1 3
Adani Ports and Special Economic Zone Ltd. 9 No 1 2
Ambuja Cements Ltd. 12 No 1 3
Asian Paints Ltd. 14 No 2 6
Aurobindo Pharma Ltd. 10 Yes 1 3
Axis Bank Ltd 13 No 3 0
Bajaj Auto Ltd 15 No 1 7
Bank of Baroda 10 No 2 0
Bharti Airtel Ltd. 12 No 2 2
Bharti Infratel Ltd 9 No 1 1
Bharat Heavy Electricals Ltd 12 No 1 0
Bosch Ltd. 8 No 1 1
Bharat Petroleum Corporation Ltd 10 No 0 0
Cipla Ltd 10 No 3 3
Coal India Ltd 12 No 2 0
Dr. Reddy's Laboratories Ltd 9 No 1 2
Eicher Motors Ltd 6 Yes 1 1
Gail (India) Ltd 10 No 0 0
Grasim Industries Ltd 12 No 1 2
HCL Technologies Ltd 10 No 2 2
HDFC Bank Ltd 11 Yes 2 0
Housing Development Finance Corporation Ltd.
11 No 1 0
Hero MotorCorp Ltd 11 No 1 3
Hindalco Industries Ltd 10 No 1 2
Hindustan Unilever Ltd 9 No 1 0
ICICI Bank Ltd 13 Yes 2 0
23
Company Name # of
Directors Independent
Chairman Women
Directors Promoters
Idea Cellular Ltd. 11 No 3 2
IndusInd Bank Ltd. 8 No 1 0
Infosys Ltd 9 Yes 3 0
ITC Ltd 15 No 0 0
Kotak Mahindra Bank Ltd 11 Yes 1 1
Larsen & Toubro Ltd 20 No 2 0
Lupin Ltd 12 No 2 4
Mahindra & Mahindra Ltd 10 No 1 1
Maruti Suzuki India Ltd 12 No 1 7
NTPC Ltd 11 No 1 0
Oil And Natural Gas Corporation Ltd 12 No 0 0
Power Grid Corporation Ltd 7 No 1 0
Reliance Indutries Ltd 14 No 1 4
State Bank Of India 14 No 2 0
Sun Pharamaceutical Industries Ltd 9 No 1 1
Tata Consultancy Services Ltd 11 No 1 0
Tata Motors Ltd 11 No 1 1
Tata Power Co Ltd 9 No 0 1
Tata Steel Ltd 11 No 1 1
Tech Mahindra Ltd 10 No 1 1
UltraTech Cement Ltd 11 No 3 2
Wipro Ltd 11 No 1 2
Yes Bank Ltd 11 No 1 1
Zee Entertainment Enterprises 8 No 1 3
ABB Ltd 6 No 1 1
Apollo Hospital Enterprises Ltd 13 No 4 5
Ashok Leyland Ltd. 12 No 1 1
24
Company Name # of
Directors Independent
Chairman Women
Directors Promoters
Bajaj Finance 13 No 1 4
Bajaj Finserve 8 No 1 4
Bharat Forge Ltd. 14 No 1 3
Bharat Electronics Ltd 12 No 2 0
Britannia Industries Ltd 13 No 1 4
Cadila Healthcare Ltd 6 No 1 2
Cairn India Ltd. 8 No 1 2
Castrol India Ltd 10 Yes 1 3
Colgate Palmolive India Ltd 10 No 2 0
Containers Corporation of India Ltd 6 No 1 0
Cummins India Ltd. 10 No 1 5
Dabur India Ltd. 12 No 1 4
Divi's Laboratories Ltd. 8 No 1 3
DLF Ltd 14 No 1 5
Emami Ltd 16 No 2 8
GlaxoSmithkline Pharmaceuticals Ltd. 12 No 1 1
Glenmark Pharmaceuticals Ltd. 10 No 2 3
Godrej Consumer Products Ltd 12 No 3 5
GlaxoSmithKline Consumer Healthcare Ltd. 10 No 1 1
Hindustan Petroleum Corporation Ltd 8 No 2 0
Hindustan Zinc Ltd 9 No 1 2
Indiabulls Housing Finance Ltd 11 No 1 1
Indian Oil Corporation Ltd 12 No 0 0
JSW Steel Ltd. 12 No 1 1
LIC Housing Finance Ltd. 9 No 2 0
Marico Ltd 9 No 1 2
Motherson Sumi Systems Ltd. 10 No 2 5
25
Company Name # of
Directors Independent
Chairman Women
Directors Promoters
NHPC Ltd 11 No 3 0
NMDC Ltd. 12 No 2 0
Oracle Financial Services Software Ltd 9 Yes 2 5
Oil India Ltd. 6 No 1 0
Power Finance Corporation Ltd 7 No 0 0
Procter & Gamble Hygiene and Health Care Ltd 8 Yes 1 4
Pidilite Industries Ltd. 12 No 1 4
Punjab National Bank 10 No 2 0
Rural Electrification Corporation Ltd 7 No 0 0
Reliance Communications Ltd 6 No 1 1
Steel Authority of India Ltd 12 No 1 0
Shree Cement Ltd 11 No 1 3
Shriram Transport Finance Company Ltd 9 Yes 1 0
Siemens Ltd 11 Yes 1 4
Titan Company Ltd 11 No 3 4
Torrent Pharmaceuticals Ltd 9 No 1 2
United Breweries Ltd 12 No 1 3
United Spirits Ltd 8 No 1 1
UPL Ltd. 12 No 2 4
Vedanta Ltd 8 No 2 1
26
Independent Directors
Company Name Independent Directors Tenure of IDs
Average
Directorships
%age of IDs in > 10
Companies
Average tenure of
IDs
% age of IDs serving >10
years
ACC Ltd. 5 0% 5 14%
Adani Ports and Special Economic Zone Ltd. 5 0% 3 0%
Ambuja Cements Ltd. 9 0% 10 20%
Asian Paints Ltd. 5 0% 11 57%
Aurobindo Pharma Ltd. 1 0% 5 0%
Axis Bank Ltd 3 0% 4 0%
Bajaj Auto Ltd 6 0% 7 0%
Bank of Baroda 1 0% 1 0%
Bharti Airtel Ltd. 4 17% 3 0%
Bharti Infratel Ltd 6 0% 4 0%
Bharat Heavy Electricals Ltd 2 0% 1 0%
Bosch Ltd. 7 25% 8 25%
Bharat Petroleum Corporation Ltd 1 0% 1 0%
Cipla Ltd 4 0% 2 0%
Coal India Ltd 2 0% 1 0%
Dr. Reddy's Laboratories Ltd 4 0% 11 43%
Eicher Motors Ltd 3 0% 10 40%
Gail (India) Ltd 0 0% 0 0%
Grasim Industries Ltd 4 0% 15 67%
HCL Technologies Ltd 4 0% 7 29%
HDFC Bank Ltd 3 0% 3 0%
Housing Development Finance Corporation Ltd.
6 0% 20 67%
Hero MotorCorp Ltd 5 0% 7 43%
Hindalco Industries Ltd 6 0% 8 20%
Hindustan Unilever Ltd 4 0% 8 40%
27
Company Name Independent Directors Tenure of IDs
Average
Directorships
%age of IDs in > 10
Companies
Average tenure of
IDs
% age of IDs serving >10
years
ICICI Bank Ltd 5 0% 4 0%
Idea Cellular Ltd. 6 0% 9 0%
IndusInd Bank Ltd. 4 0% 3 0%
Infosys Ltd 5 14% 4 0%
ITC Ltd 4 14% 3 0%
Kotak Mahindra Bank Ltd 2 0% 6 17%
Larsen & Toubro Ltd 6 0% 4 10%
Lupin Ltd 5 0% 7 17%
Mahindra & Mahindra Ltd 7 0% 17 71%
Maruti Suzuki India Ltd 5 0% 9 25%
NTPC Ltd 5 33% 2 0%
Oil And Natural Gas Corporation Ltd 2 0% 1 0%
Power Grid Corporation Ltd 3 0% 1 0%
Reliance Indutries Ltd 4 0% 14 63%
State Bank Of India 3 0% 2 0%
Sun Pharamaceutical Industries Ltd 5 0% 12 80%
Tata Consultancy Services Ltd 3 0% 9 33%
Tata Motors Ltd 9 17% 9 17%
Tata Power Co Ltd 7 0% 10 20%
Tata Steel Ltd 5 0% 11 17%
Tech Mahindra Ltd 4 0% 7 20%
UltraTech Cement Ltd 6 0% 6 17%
Wipro Ltd 3 0% 11 43%
Yes Bank Ltd 3 0% 4 0%
Zee Entertainment Enterprises 2 0% 2 0%
ABB Ltd 10 0% 9 67%
28
Company Name Independent Directors Tenure of IDs
Average
Directorships
%age of IDs in > 10
Companies
Average tenure of
IDs
% age of IDs serving >10
years
Apollo Hospital Enterprises Ltd 5 0% 16 63%
Ashok Leyland Ltd. 4 0% 6 13%
Bajaj Finance 6 0% 17 50%
Bajaj Finserve 7 0% 7 0%
Bharat Forge Ltd. 7 0% 10 29%
Bharat Electronics Ltd 1 0% 0 0%
Britannia Industries Ltd 6 0% 11 38%
Cadila Healthcare Ltd 7 0% 7 33%
Cairn India Ltd. 7 0% 9 0%
Castrol India Ltd 6 0% 13 67%
Colgate Palmolive India Ltd 5 0% 20 67%
Containers Corporation of India Ltd 0 0% 0 0%
Cummins India Ltd. 8 0% 14 80%
Dabur India Ltd. 5 0% 8 50%
Divi's Laboratories Ltd. 1 0% 6 25%
DLF Ltd 6 0% 7 13%
Emami Ltd 7 0% 5 0%
GlaxoSmithkline Pharmaceuticals Ltd. 4 0% 8 33%
Glenmark Pharmaceuticals Ltd. 4 0% 7 33%
Godrej Consumer Products Ltd 6 0% 8 17%
GlaxoSmithKline Consumer Healthcare Ltd. 3 0% 8 40%
Hindustan Petroleum Corporation Ltd 3 0% 1 0%
Hindustan Zinc Ltd 5 0% 3 0%
Indiabulls Housing Finance Ltd 5 0% 2 0%
Indian Oil Corporation Ltd 1 0% 0 0%
JSW Steel Ltd. 6 0% 5 17%
29
Company Name Independent Directors Tenure of IDs
Average
Directorships
%age of IDs in > 10
Companies
Average tenure of
IDs
% age of IDs serving >10
years
LIC Housing Finance Ltd. 5 0% 2 0%
Marico Ltd 5 0% 11 67%
Motherson Sumi Systems Ltd. 6 0% 4 0%
NHPC Ltd 2 0% 1 0%
NMDC Ltd. 2 0% 1 0%
Oracle Financial Services Software Ltd 1 0% 4 0%
Oil India Ltd. 0 0% 0 0%
Power Finance Corporation Ltd 2 0% 3 0%
Procter & Gamble Hygiene and Health Care Ltd 7 0% 31 67%
Pidilite Industries Ltd. 6 0% 7 33%
Punjab National Bank 3 0% 2 0%
Rural Electrification Corporation Ltd 0 0% 0 0%
Reliance Communications Ltd 7 0% 8 0%
Steel Authority of India Ltd 1 0% 2 0%
Shree Cement Ltd 4 0% 11 57%
Shriram Transport Finance Company Ltd 5 0% 6 17%
Siemens Ltd 6 0% 14 60%
Titan Company Ltd 5 0% 12 33%
Torrent Pharmaceuticals Ltd 7 0% 3 0%
United Breweries Ltd 4 0% 9 50%
United Spirits Ltd 7 0% 2 0%
UPL Ltd. 3 0% 9 50%
Vedanta Ltd 4 0% 2 0%
30
Board Meetings and Attendance
Company Name Board Attendance
Total Board
Meetings Held
Avg Board Attendance
Number of Directors <
75% Meetings
% of Directors <
75% Meetings
ACC Ltd. 6 89% 1 8%
Adani Ports and Special Economic Zone Ltd. 6 69% 3 33%
Ambuja Cements Ltd. 7 77% 6 50%
Asian Paints Ltd. 8 95% 0 0%
Aurobindo Pharma Ltd. 6 90% 1 10%
Axis Bank Ltd 5 93% 1 8%
Bajaj Auto Ltd 8 79% 4 27%
Bank of Baroda 6 88% 1 10%
Bharti Airtel Ltd. 4 91% 1 8%
Bharti Infratel Ltd 4 97% 0 0%
Bharat Heavy Electricals Ltd 10 91% 1 8%
Bosch Ltd. 5 98% 0 0%
Bharat Petroleum Corporation Ltd 12 93% 1 10%
Cipla Ltd 8 95% 0 0%
Coal India Ltd 12 92% 1 8%
Dr. Reddy's Laboratories Ltd 6 80% 5 56%
Eicher Motors Ltd 6 89% 0 0%
Gail (India) Ltd 18 93% 1 10%
Grasim Industries Ltd 6 83% 2 17%
HCL Technologies Ltd 4 89% 1 10%
HDFC Bank Ltd 7 91% 1 9%
Housing Development Finance Corporation Ltd.
5 96% 0 0%
Hero MotorCorp Ltd 6 85% 4 36%
Hindalco Industries Ltd 5 85% 2 20%
Hindustan Unilever Ltd 6 98% 0 0%
31
Company Name Board Attendance
Total Board
Meetings Held
Avg Board Attendance
Number of Directors <
75% Meetings
% of Directors <
75% Meetings
ICICI Bank Ltd 7 86% 3 23%
Idea Cellular Ltd. 5 80% 2 18%
IndusInd Bank Ltd. 9 97% 0 0%
Infosys Ltd 8 86% 2 22%
ITC Ltd 6 94% 1 7%
Kotak Mahindra Bank Ltd 8 87% 2 18%
Larsen & Toubro Ltd 9 91% 1 5%
Lupin Ltd 4 95% 0 0%
Mahindra & Mahindra Ltd 6 93% 1 10%
Maruti Suzuki India Ltd 7 90% 3 25%
NTPC Ltd 2 96% 1 9%
Oil And Natural Gas Corporation Ltd 13 91% 1 8%
Power Grid Corporation Ltd 5 85% 1 14%
Reliance Indutries Ltd 6 92% 1 7%
State Bank Of India 12 78% 4 29%
Sun Pharamaceutical Industries Ltd 5 93% 0 0%
Tata Consultancy Services Ltd 8 98% 0 0%
Tata Motors Ltd 10 95% 0 0%
Tata Power Co Ltd 6 98% 0 0%
Tata Steel Ltd 9 92% 0 0%
Tech Mahindra Ltd 4 93% 1 10%
UltraTech Cement Ltd 7 78% 6 55%
Wipro Ltd 6 83% 2 18%
Yes Bank Ltd 4 83% 2 18%
Zee Entertainment Enterprises 6 84% 1 13%
ABB Ltd 7 81% 2 33%
32
Company Name Board Attendance
Total Board
Meetings Held
Avg Board Attendance
Number of Directors <
75% Meetings
% of Directors <
75% Meetings
Apollo Hospital Enterprises Ltd 5 94% 2 15%
Ashok Leyland Ltd. 6 90% 2 17%
Bajaj Finance 9 82% 4 31%
Bajaj Finserve 7 86% 2 25%
Bharat Forge Ltd. 5 89% 2 14%
Bharat Electronics Ltd 5 98% 1 8%
Britannia Industries Ltd 7 85% 5 38%
Cadila Healthcare Ltd 7 88% 1 17%
Cairn India Ltd. 5 83% 2 25%
Castrol India Ltd 5 93% 0 0%
Colgate Palmolive India Ltd 5 96% 1 10%
Containers Corporation of India Ltd 10 93% 0 0%
Cummins India Ltd. 4 73% 3 30%
Dabur India Ltd. 4 96% 0 0%
Divi's Laboratories Ltd. 5 93% 1 13%
DLF Ltd 7 86% 5 36%
Emami Ltd 4 87% 2 13%
GlaxoSmithkline Pharmaceuticals Ltd. 6 89% 2 17%
Glenmark Pharmaceuticals Ltd. 6 86% 3 30%
Godrej Consumer Products Ltd 4 92% 1 8%
GlaxoSmithKline Consumer Healthcare Ltd. 5 96% 0 0%
Hindustan Petroleum Corporation Ltd 8 96% 0 0%
Hindustan Zinc Ltd 6 87% 2 22%
Indiabulls Housing Finance Ltd 5 80% 2 18%
Indian Oil Corporation Ltd 10 92% 3 25%
JSW Steel Ltd. 6 83% 4 33%
33
Company Name Board Attendance
Total Board
Meetings Held
Avg Board Attendance
Number of Directors <
75% Meetings
% of Directors <
75% Meetings
LIC Housing Finance Ltd. 8 91% 0 0%
Marico Ltd 8 79% 2 22%
Motherson Sumi Systems Ltd. 8 96% 0 0%
NHPC Ltd 5 98% 0 0%
NMDC Ltd. 11 80% 4 33%
Oracle Financial Services Software Ltd 6 81% 3 33%
Oil India Ltd. 10 90% 1 17%
Power Finance Corporation Ltd 15 100% 0 0%
Procter & Gamble Hygiene and Health Care Ltd 5 82% 2 25%
Pidilite Industries Ltd. 7 86% 3 25%
Punjab National Bank 9 87% 2 20%
Rural Electrification Corporation Ltd 9 98% 0 0%
Reliance Communications Ltd 7 86% 1 17%
Steel Authority of India Ltd 3 92% 0 0%
Shree Cement Ltd 3 100% 0 0%
Shriram Transport Finance Company Ltd 6 81% 4 44%
Siemens Ltd 5 90% 2 18%
Titan Company Ltd 5 85% 2 18%
Torrent Pharmaceuticals Ltd 8 72% 5 56%
United Breweries Ltd 4 88% 1 8%
United Spirits Ltd 11 91% 1 13%
UPL Ltd. 5 92% 1 8%
Vedanta Ltd 7 86% 2 25%
34
Board Committees
Company Name Audit Committee
Remuneration Committee
# of members
% of IDs % of EDs Constituted -
Y/N
ACC Ltd. 5 80% 0% Yes
Adani Ports and Special Economic Zone Ltd. 4 75% 0% Yes
Ambuja Cements Ltd. 4 75% 0% Yes
Asian Paints Ltd. 4 75% 0% Yes
Aurobindo Pharma Ltd. 3 100% 0% Yes
Axis Bank Ltd 4 100% 0% Yes
Bajaj Auto Ltd 3 100% 0% Yes
Bank of Baroda 5 40% 20% Yes
Bharti Airtel Ltd. 4 75% 0% Yes
Bharti Infratel Ltd 3 100% 0% Yes
Bharat Heavy Electricals Ltd 4 75% 0% Yes
Bosch Ltd. 5 80% 0% Yes
Bharat Petroleum Corporation Ltd 3 100% 0% Yes
Cipla Ltd 3 67% 33% Yes
Coal India Ltd 6 67% 17% Yes
Dr. Reddy's Laboratories Ltd 4 100% 0% Yes
Eicher Motors Ltd 5 80% 20% Yes
Gail (India) Ltd 4 75% 25% Yes
Grasim Industries Ltd 3 100% 0% Yes
HCL Technologies Ltd 4 100% 0% Yes
HDFC Bank Ltd 4 100% 0% Yes
Housing Development Finance Corporation Ltd. 3 100% 0% Yes
Hero MotorCorp Ltd 4 100% 0% Yes
Hindalco Industries Ltd 3 100% 0% Yes
Hindustan Unilever Ltd 5 100% 0% Yes
35
Company Name Audit Committee
Remuneration Committee
# of members
% of IDs % of EDs Constituted -
Y/N
ICICI Bank Ltd 4 100% 0% Yes
Idea Cellular Ltd. 4 75% 0% Yes
IndusInd Bank Ltd. 5 80% 0% Yes
Infosys Ltd 4 100% 0% Yes
ITC Ltd 5 80% 0% Yes
Kotak Mahindra Bank Ltd 3 67% 0% Yes
Larsen & Toubro Ltd 4 75% 0% Yes
Lupin Ltd 3 67% 33% Yes
Mahindra & Mahindra Ltd 4 100% 0% Yes
Maruti Suzuki India Ltd 4 75% 25% Yes
NTPC Ltd 4 75% 0% Yes
Oil And Natural Gas Corporation Ltd 3 100% 0% Yes
Power Grid Corporation Ltd 3 33% 33% Yes
Reliance Indutries Ltd 4 100% 0% Yes
State Bank of India 7 57% 14% Yes
Sun Pharamaceutical Industries Ltd 4 100% 0% Yes
Tata Consultancy Services Ltd 6 83% 0% Yes
Tata Motors Ltd 4 100% 0% Yes
Tata Power Co Ltd 4 100% 0% Yes
Tata Steel Ltd 4 75% 0% Yes
Tech Mahindra Ltd 4 75% 0% Yes
UltraTech Cement Ltd 3 100% 0% Yes
Wipro Ltd 3 100% 0% Yes
Yes Bank Ltd 5 80% 0% Yes
Zee Entertainment Enterprises Ltd 4 75% 0% Yes
ABB Ltd 4 75% 0% Yes
36
Company Name Audit Committee
Remuneration Committee
# of members
% of IDs % of EDs Constituted -
Y/N
Apollo Hospital Enterprises Ltd 3 100% 0% Yes
Ashok Leyland Ltd. 4 100% 0% Yes
Bajaj Finance 5 80% 0% Yes
Bajaj Finserve 3 100% 0% Yes
Bharat Forge Ltd. 4 75% 0% Yes
Bharat Electronics Ltd 4 75% 0% Yes
Britannia Industries Ltd 6 67% 0% Yes
Cadila Healthcare Ltd 4 75% 0% Yes
Cairn India Ltd. 5 80% 0% Yes
Castrol India Ltd 4 75% 0% Yes
Colgate Palmolive India Ltd 6 100% 0% Yes
Containers Corporation of India Ltd 1 0% 0% Yes
Cummins India Ltd. 7 71% 14% Yes
Dabur India Ltd. 5 100% 0% Yes
Divi's Laboratories Ltd. 3 100% 0% Yes
DLF Ltd 6 100% 0% Yes
Emami Ltd 4 75% 25% Yes
GlaxoSmithkline Pharmaceuticals Ltd. 4 75% 0% Yes
Glenmark Pharmaceuticals Ltd. 4 75% 0% Yes
Godrej Consumer Products Ltd 6 100% 0% Yes
GlaxoSmithKline Consumer Healthcare Ltd. 4 75% 0% Yes
Hindustan Petroleum Corporation Ltd 3 33% 67% Yes
Hindustan Zinc Ltd 3 67% 0% Yes
Indiabulls Housing Finance Ltd 4 75% 25% Yes
Indian Oil Corporation Ltd 3 100% 0% Yes
JSW Steel Ltd. 3 100% 0% Yes
37
Company Name Audit Committee
Remuneration Committee
# of members
% of IDs % of EDs Constituted -
Y/N
LIC Housing Finance Ltd. 3 100% 0% Yes
Marico Ltd 4 75% 0% Yes
Motherson Sumi Systems Ltd. 6 67% 0% Yes
NHPC Ltd 3 67% 33% Yes
NMDC Ltd. 5 80% 20% Yes
Oracle Financial Services Software Ltd 3 67% 0% Yes
Oil India Ltd. 3 0% 67% Yes
Power Finance Corporation Ltd 3 67% 33% Yes
Procter & Gamble Hygiene and Health Care Ltd 4 75% 25% Yes
Pidilite Industries Ltd. 4 75% 25% Yes
Punjab National Bank 5 40% 20% Yes
Rural Electrification Corporation Ltd 4 75% 25% Yes
Reliance Communications Ltd 5 80% 0% Yes
Steel Authority of India Ltd 5 80% 20% Yes
Shree Cement Ltd 7 86% 14% Yes
Shriram Transport Finance Company Ltd 4 100% 0% Yes
Siemens Ltd 4 75% 0% Yes
Titan Company Ltd 6 67% 0% Yes
Torrent Pharmaceuticals Ltd 4 100% 0% Yes
United Breweries Ltd 3 100% 0% Yes
United Spirits Ltd 6 67% 0% Yes
UPL Ltd. 3 67% 33% Yes
Vedanta Ltd 3 100% 0% Yes
38
ABOUT INGOVERN
InGovern is India’s first independent corporate governance research and advisory firm which
assists shareholders and lenders that have financial or reputation exposure to companies. InGovern
also assists companies in enhancing their corporate governance practices.
InGovern is a SEBI registered Proxy Advisory firm.
OUR SERVICES
Corporate Governance Research
Bespoke governance research and
analysis of companies
Annual governance evaluations of
companies through ‘Governance Radar’
proprietary framework
Periodic Publication of special reports
on corporate governance practices in
India
Corporate Governance Advisory
Advisory to companies on enhancing
their CG edifice by analyzing their
existing corporate governance practices
Benchmarking company practices with
best practices
Peer comparison of governance practices
Diagnostic and Action Plan of governance
practices
Customized education and sensitization
of Board and senior management on
governance matters
Proxy Advisory
Voting Recommendations: Helping
clients take informed voting decisions
for shareholder meetings – AGMs,
EGMs, Postal Ballots and CCMs
‘Corporate Governance Alert’ on
interesting company proposals
Publication of Annual Proxy Season
Report
Shareholder Activism
Advising clients (investors and
companies) on solutions for value
enhancement
Helping companies to connect with
investors on voting decisions for
shareholder meetings
Communicating governance practices
through market leading Investor
Relations initiatives and white papers
Advising companies on strategies,
solutions and tools to enhance investor
perception and enhance value for all
stakeholders
39
Disclaimer
This report is proprietary and may not be reproduced in any manner without the written permission of InGovern Research Services Pvt. Ltd. (“InGovern”). This analysis does not constitute investment or professional advice and investors should not rely on it for investment or other purposes. While we have taken due care and caution in the compilation and presentation of the information and data in this report, no warranty is made as to the completeness, accuracy or utility of this analysis. InGovern provides consulting services to issuers. Some institutional investor affiliates of issuers may have purchased a subscription to InGovern’s services, which is disclosed on relevant reports. In addition, advisors to issuers such as law firms, accounting firms, rating agencies or others may subscribe to InGovern services. InGovern does not discuss our analysis or reports with any entity prior to publication.
Contacts:
Shriram Subramanian
Founder & Managing Director
(+91) 98442 44411
Email: [email protected]
Soumya Dash
Associate
Email: [email protected]
@InGovern Research Services Private Limited
Bangalore, India
www.ingovern.com
Acknowledgements:
Gauri Sharma
Pooja Venugopal
Soumya Dash
Shriram Subramanian