Dish TV EGM: Corporate governance experts say shareholders' rejection of 4 directors "long overdue"

"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," said Shriram Subramanian, founder and MD of InGovern Research Services.

Investors in DishTV have been asking for a change in the board for a while now, pointed out Hetal Dalal, President and Chief Operating Officer at Institutional Investor Advisory Services.

IiAS had raised governance concerns on the appointment of these four directors in their December 12, 2023, note to the shareholders. In the note, they had said that each of these appointments of each of these directors were in line with statutory requirements but the proxy advisory would not support it because the company had failed to address concerns raised by the shareholders.

The note said, "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".

In an interaction with Moneycontrol, IiAS' Dalal said, "Investors in Dish TV have been disappointed that the board has not acquiesced to large shareholders’ ask for a change in the board. Investors have been concerned with the corporate governance practices at the company, and have repeatedly voted against the adoption of the company’s financial statements in the past."

While it comes across as a strong statement from shareholders, InGovern's Subramanian does not think that this has anything to do with shareholder activism. "This is a bank/ARC converting promoter pledge shareholders and voting," he said.

This is a welcome move, according to him, since "after several years, the bank / ARC is taking control of the company".

However, he added, it isn't clear whether JC Flowers has brought in a new Board that can inspire confidence in shareholders.

Dalal said that this isn't the first instance of a company's investors pushing back on director appointments.

"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," she said.

"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.