26 May 2025, Mumbai: IiAS today published its annual Shareholder Meetings Review.

The 2024 review is IiAS’ fourth such review.

2024 Shareholder Meetings Review data The findings for 2024 (-calendar year), for the NITFTY500 Companies are summarized below.

Ownership and voting The ownership and voting data are based on share count.

• Promoters held 51.18% of the equity in NIFTY 500 companies and voted 78.69% of their shares.
• Their abstentions were primarily in cases where resolutions required a majority-of-minority vote. When they did vote, promoters almost always supported the resolutions - in the rare 0.1% of instances where they voted against, it was largely due to intra-promoter disputes.
• Institutional investors owned 26.61% of the equity and cast votes on 79.29% of their eligible shares, with the median voting level at 87.2%.
• Institutions generally supported resolutions as well, voting against only 5.44% of their shares.
• Of the total 4,840 resolutions last year, 90% or more of institutional shareholder votes were cast in favor of 3,805 resolutions, while only 40 resolutionssaw over 90% dissent.
• The ‘Others’ category of shareholders had the lowest equity ownership (22.21%) and the lowest share of votes cast (19.06%).

Meetings and resolutions

• A total of 1,057 shareholder meetingswere held during the year, where 4,840 resolutions were put to vote.*
• Five resolution categories accounted for over 71.4% of all resolutions:

• Director appointments: 1,683 resolutions (34.8%)
• Adoption of accounts: 611 (12.6%)
• Remuneration and compensation: 584 (12.1%)
• Dividend distribution: 415 (8.6%)
• Auditor appointments/re-appointments : 161 (3.3%)

Of the 4,840 resolutions proposed by NIFTY 500 companies, 24 were defeated, including:

• Director appointments (11 resolutions)
• Employee stock option plans (ESOPs) (6)
• Related party transactions (RPTs) (3)
• Alterations to charter documents (2)
• Restrictions on board powers (2)

• ESOPs continue to face the highest investor dissent, followed by Remuneration and compensation (of managing and executive directors), Restrictions on board powers, Director appointments, Alterations to charter documents
• Dissent on RPTs has declined since these now require a majority-of-minority vote. However, this trend strengthens the argument for extending the same requirement to promoter compensation resolutions. IiAS’ analysis of 893 remuneration resolutions for promoters presented between 1 January 2023 and 30 September 2024, a different time period, shows that only 10 resolutions were rejected over these 21 months. Had these resolutions been subject to a majority of minority vote an additional 216 resolutions - 24.5% of the total - would have been rejected.

The review also calls for the introduction of a Shareholder Dissent Review Mechanism. The case for a shareholder dissent mechanism has also been made in an op-ed in Business Standard on 20 May 2025. Despite the rise in institutional ownership, promoters continue to retain majority stakes in most companies, allowing them to exercise significant control over voting outcomes. Their dominant shareholding, combined with consistently high participation in voting, often results in outcomes that favor their interests. Since August 2011, data from IiAS shows that only one in every 200 resolutions has been defeated – evidencing the outsized influence of promoter ownership.

Regulators have attempted to address this imbalance by limiting the delegation to the board, with shareholders needing to sign-off on most decisions. Regulations have brought in mechanisms such as majority-of-minority approvals, in cases, resolutions have been reclassified - from ordinary to special - to enhance fairness in decision-making. However, further progress is possible. For instance, resolutions concerning owner-manager remuneration, which are typically categorized as ordinary, could be reclassified to require special approval or mandate the exclusion of promoters from voting on their own compensation. This would necessitate obtaining approval through a majority-of-minority vote, ensuring greater accountability.

To further strengthen shareholder democracy, we advocate the board adopt – or regulators mandate, a Shareholder Dissent Review Mechanism. Under such a framework, if a resolution is approved despite significant shareholder opposition, the board will be required to formally engage with dissenting minority shareholders, understand their concerns, and either explain themselves more clearly, or take appropriate corrective actions. Update summarizing shareholder feedback and any subsequent actions taken should be disclosed within four months of the shareholder meeting. Under this mechanism, the board may ultimately choose to go with its original decision. On the other side, if the investors are not persuaded by the company’s thinking and continue to feel strongly, they are free to sell the stock.

By mandating boards to meaningfully respond to material dissent through a Shareholder Dissent Review Mechanism has significant potential to improve transparency and trust. In doing so boards - and regulators will promote constructive dialogue between companies and investors and strengthen shareholder democracy.

Read here.