Listed firms may approach SEBI against proxy advisory firms

Mumbai

A day after issuing procedural guidelines for proxy advisory firms, the Securities and Exchange Board of India (SEBI) said on Tuesday that listed companies can approach the regulator for resolution of grievances against such firms.

In a circular issued on Tuesday, SEBI noted that proxy advisers, over the past few years, have played a key role in enabling shareholders to effectively participate in corporate governance decisions and thus furthering the achievement of the above objectives.

Proxy advisers provide advice to institutional investors or shareholders of a listed entity, in relation to exercise of their rights in the company, including voting recommendation on agenda items.

However, due to the inherent nature of the work, it is probable that proxy advisers and listed entities may have different views on any agenda item of the listed entity leading to grievances, it said.

"In order to facilitate resolution of such grievances of listed entities against SEBI registered proxy advisers, the listed entities may approach the SEBI. The SEBI will examine the matter of non-compliance by proxy advisers," the circular said.

The provisions of the circular will come into effect from September 1, 2020.

On Monday, the security market regulator had come up with a set of procedural guidelines for proxy advisers.

Among other compliance norms, the SEBI said proxy advisers shall disclose conflict of interest on every specific document where they are giving their advice.

Sonam Chandwani, Managing Partner at KS Legal & Associates, said: "This procedural overhaul laying out the processes for disclosure management and mitigation of the potential conflict of interest resulting from ancillary business activities can be addressed with relative ease."

"Apart from deterring the creation of Chinese walls between proxy firms and their consultancy firms, this move indicates a clear approach on managing the concerns pertaining to independence that can impact recommendations provided to clients, thereby addressing the core problem of interest conflicts," she said.