The Dish TV Extraordinary General Meeting (EGM): Scholars of corporate governance assert that the shareholders’ repudiation of four directors is “long overdue.”
Substantial stakeholders in the enterprise have persistently advocated for a reshaping of the board, as emphasized by the experts.
The recent unfolding at Dish TV, wherein an overwhelming 71 percent of shareholders rebuffed the nomination of four independent directors, has been anticipated for an extended period, according to authorities in corporate governance.
The shareholders dismissed the appointments of Rajesh Sahni, Virender Tagra, Aanchal David, and Shankar Aggarwal. In lieu, they granted approval to the designations of Sanjay Khanna and Ravi Bhushan Puri. This revelation was communicated by the enterprise through an exchange filing on December 22, with Mint initially reporting the development on December 27.
Moreover, the equity has experienced a dip of 0.46 percent, now trading at Rs 19.30 on BSE around 2:20 pm.
Shriram Subramanian, the Founder and Managing Director of InGovern Research Services, remarked, “This was long overdue at DishTV as Yes Bank had the bulk of shares, and promoters’ shareholding had reduced considerably. Yes Bank transferred its shares to the JC Flowers ARC (asset reconstruction company), and hence the Board change.”
Hetal Dalal, President and Chief Operating Officer at Institutional Investor Advisory Services, noted that investors in DishTV have persistently lobbied for a board transformation.
IiAS had expressed governance apprehensions concerning the appointment of these four directors in their note to shareholders dated December 12, 2023. The note conveyed that while these appointments adhered to statutory requirements, the proxy advisory withheld support due to the company’s failure to address shareholder concerns.
The note emphasized, “The company has, in the past, failed to resolve/address the concerns raised by its shareholders — the board failed to call for an EGM proposed by shareholders in two instances — previously proposed by Yes Bank (whose stake is now transferred to J C Flowers ARC) and subsequently proposed by a set of minority shareholders, who held 10.15 percent equity in the company (in aggregate). In both instances, the EGM requisition included the appointment of new directors and removal of several directors.”
Dalal, in an interaction with Moneycontrol, conveyed that investors in Dish TV feel let down by the board’s reluctance to comply with major shareholders’ appeals for a board overhaul. Investors have expressed dismay over the company’s corporate governance practices and consistently voted against the adoption of its financial statements.
Although shareholders’ dissent appears robust, Subramanian from InGovern contends that this is not rooted in shareholder activism but is a consequence of the bank/ARC converting promoter pledge shareholders and exercising voting power. He sees this as a favorable move since, after several years, the bank/ARC is taking control of the company. However, he remains uncertain about whether JC Flowers has instated a new Board capable of instilling confidence in shareholders.
Dalal observes that instances of company investors resisting director appointments are not unprecedented. She asserts, “In 2023, of the 1000+ companies that IiAS covers, 20 directors (re)appointment resolutions have been defeated. Having said so, voting against an entire slate of directors is a clear signal from investors that there needs to be radical change at the board and the management levels.”
“Investors want to see a professional management and board, and not one that is aligned to the company’s past. This is similar to the demands that investors made in Fortis and ZEEL,” she added.
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Title: Overdue Revolt: Dish TV Shareholders Reject 4 Directors – Corporate Governance Shock!
Meta Description: Embark on a governance upheaval! Dive into why Dish TV investors deem the dismissal of 4 directors as long overdue. Uncover the corporate shake-up!
URL: /dish-tv-egm-shareholders-reject-4-directors
Tags: Dish TV, EGM, Shareholders, Corporate Governance, Directors, Investor Revolt, Governance Shake-up
Focus Keywords: Dish TV, Shareholders, Governance, Directors, Corporate Shake-up, EGM
Banner Caption: “Unveiling Governance Turmoil: Dish TV’s Bold Stand – Long Overdue Revolution!”
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