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



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%


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%


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


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


Mahindra & Mahindra 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


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


# 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


# 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


# 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


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


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


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%


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


Average

Directorships

%age of IDs in > 10

Companies

Average tenure of

IDs


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


Average

Directorships

%age of IDs in > 10

Companies

Average tenure of

IDs


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


Average

Directorships

%age of IDs in > 10

Companies

Average tenure of

IDs


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%


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


Total Board

Meetings Held



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


Total Board

Meetings Held



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


Total Board

Meetings Held



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



# of members


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



# of members


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



# of members


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

mailto:[email protected]

mailto:[email protected]

board analysis - ingovern research services pvt ltd. · board analysis ingovern research s ... -100...

Documents