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Sebi chairman Ajay Tyagi flags concerns over independent directors’ autonomy

LiveMint logoLiveMint 28-04-2017 PTI

New Delhi: Markets regulator Securities Exchange Board of India (Sebi) on Friday expressed strong concerns over corporate governance practices, particularly those related to role of independent directors. “Auditors committee is not working, independent directors are not independent and there is no stewardship code, then definitely there are serious issues,” Sebi chairman Ajay Tyagi said.

“This a serious issue which is engaging the attention of Sebi. We will come out with more discussion soon,” he added.

The comments assume significance in the wake of recent boardroom battle at the Tata group and the controversy surrounding the reported differences between some promoters and the top management at Infosys.

Both the cases played out in a big way in full public glare and forced Sebi and the government to keep a close watch to safeguard interest of minority investors and other stakeholders.

In January, Sebi had issued a ‘guidance note’ on board evaluation at listed companies. The regulator, in its guidance note, emphasised that the role and function of chairperson in board evaluation needs to be laid out clearly in advance in order to achieve maximum benefit of the process.

Responsibilities of various persons, including independent directors, and committees for carrying out evaluation of respective boards as well as the relevant disclosure requirements under corporate governance obligations have also been touched upon in the note.

It has advised that the nomination and remuneration committee will have to formulate the criteria for evaluation of performance of independent directors and other members of the board.

With regard to upward momentum in the stock markets, Tyagi said it can be attributed to strong macro fundamentals of the country.

BSE’s benchmark Sensex has crossed 30,000 mark recently, while in 2016-17 Nifty gave a return of 18.5%, which is higher compared to peer group in the Asian region,—one of the highest globally.

“This is on the basis of strong macro fundamentals of the country in terms of GDP growth, in terms of inflation control ,fiscal deficit, CAD control and commodity prices (being) low. It is based on strong fundamentals in the markets...it is not that much of bubble effect but something based on strong fundamentals,” he added.

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