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Stream/Area:
-
Subject:
-
Paper ID:
IJSREM43589
Volume:
9 |
4 |
Apr 2025
Pages:
1-3
Publication Frequency:
Monthly (12 issues per year)
License:International Journal of Scientific Research in Engineering and Management follows the Creative Commons Attribution 4.0 (CC BY 4.0) License, allowing free use and distribution with proper attribution.
Finance
FMS-WISDOM, Banasthali Vidyapith, Jaipur
Finance
FMS-WISDOM, Banasthali Vidyapith, Jaipur
Proxy advisors now play a large part in how institutional investors in India exercise their votes, yet the reasoning behind their recommendations has received little academic attention. This paper reads the Voting Guidelines 2024-25 issued by Institutional Investor Advisory Services India Limited (IiAS), the eleventh edition of a framework that covers 28 types of shareholder resolution. We use document analysis and thematic coding to see what the guidelines take from the law, what they add, and when they lead to an AGAINST recommendation. The guidelines ask whether the spirit of the regulation has been met, and this standard is deliberately stricter than the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Five themes run through them: independence that holds in practice; executive pay that is capped, tied to performance and recoverable; stock option schemes that can be defended; defined limits and fixed validity for related party and inter-corporate approvals; and a preference for periodic shareholder review over open-ended authority. We argue that the guidelines now work as an informal governance code, and we consider what follows for boards, investors and regulators.
KEYWORDS
The IiAS Voting Guidelines 2024-25 amount to a detailed and fairly demanding code for governance in listed Indian companies. They ask for independence that exists in substance, pay that is capped and linked to performance, related party approvals with clear limits and a fixed duration, and regular shareholder review of what the board has been allowed to do. Boards that disclose clearly, set absolute caps and limit the period of approvals are less likely to draw an adverse recommendation. Investors can use guidelines of this kind as an input to their own stewardship decisions but should not treat them as a replacement for those decisions. Regulators may also wish to consider which of these practices deserve to be written into rules.
1. IiAS: IiAS Voting Guidelines 2024-25, 11th edn. (revised 31 July 2024). Institutional Investor Advisory Services India Limited, Mumbai (2024). https://www.iiasadvisory.com/voting-guidelines 2. Government of India: The Companies Act, 2013 (18 of 2013), as amended. Ministry of Corporate Affairs, New Delhi (2013) 3. SEBI: Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Securities and Exchange Board of India, Mumbai (2015)
Publication Date
4/28/2025
Peer Review Type
Double-Blind Peer Review
Review Rounds: 2
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The authors declare no conflict of interest related to this research work.
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