Institutional EYE

Commentary on Corporate Governance Issues

ICICI Bank needs to get a grip

For a bank that is systemically important, and has handled a run on itself, its board seems wholly unprepared and overwhelmed by events. ICICI Bank needs to tighten ship. It has reinvented itself in the past and can pull itself up again. ICICI Bank Chairman Designate Girish Chaturvedi ducked answering the question that Menaka Doshi from Bloomberg Quint threw at him. When asked what his views were on how the ICICI Bank board has conducted itself in the past few months, and how he will address investor concerns, he startled her by responding that he is nobody to comment on the functioning of the ICICI Board. And then as the interview unfolded, it emerged that no one from ICICI Bank had asked h

IiAS request for comments: Voting on capital raising by banks

IiAS periodically seeks feedback from market participants on its voting guidelines, with a view to making these relevant to all stakeholders. In this paper, we propose to change our stance on voting on resolutions towards issue of securities (equity and preference capital) by banks. IiAS proposes to change its voting policy on capital raising resolutions for banks. The levels of non-performing assets (NPA) have increased across the banking sector, with some banks reporting gross NPA levels of over 20%. While banks continue to focus on reducing these levels, data shows that such efforts have been unsuccessful. IiAS believes that such banks need to focus on strengthening their processes befor

Auditors: Signing out

Although some investors view auditor resignations as a sign of auditors providing push back to pushy company managements, the immediate focus is always on understanding the reason for the resignation. Unfortunately, regulations do not provide for an open dialogue between the auditors, investors and other stakeholders. Most investors characterize auditors as back-slappers of firms they audit, and not desk thumpers. So, the sudden rush of resignations by audit firms is bewildering to market players. Although some investors see auditors stepping down as a sign of assertive behavior, the immediate focus is on knowing how to deal with auditor resignations. The larger issue, and of far greater su

ICICI Bank’s board should focus on recovery

Over the past few months, ICICI Bank’s board has repeatedly let go opportunities to showcase its decisiveness. But, all is not lost yet: the board can still bounce back from its defensive stance through constructive action and meaningful dialogue with stakeholders. Controversies bring out the best and the worst, and corporate India has recently had its fair share. Such situations test boards at several levels: at their ability to tightly influence the narrative and to manage communication with stakeholders about assessment and / or mitigation measures, and provide the requisite guidance, to ensure decisions are in the best interest of the company. For ICICI Bank’s board there are learnings.

CEO Pay: Sector Analysis (Pay Differential in key sectors)

This is the time of the year when boards are called upon to fix pay levels of its members for the coming financial year. This series on CEO pay, compiled by IiAS using data from comPAYre, IiAS’ cloud-based pay-versus-performance tool, is aimed at sensitizing boards on the remuneration trends across the market, as a basis for determining appropriate pay structures. This last piece focusses on pay differential across key sectors. Given the nature of their responsibilities, CEOs get paid higher than executive directors. However, in many of the key sectors, the CEO remuneration is more than twice of that of other executive directors. Further, promoter CEOs are paid much higher than their profess

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