Proxy Advisory Firms

Is Your ESOP Plan Ready for the Updated Proxy Advisory Playbook?

Summary: This article examines how proxy advisory firms have meaningfully tightened their scrutiny of Employee Stock Option Plan (“ESOP”) proposals, evaluating them on regulatory compliance as well as on governance standards. It explores the key areas of concerns in relation to dilution, exercise price, Board discretion, extension of benefits to group companies, etc., and highlights the practical risks companies face when ESOP schemes are drafted without first engaging with the updated proxy advisory guidance.

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Increasing the role and relevance of ‘Proxy Advisory Firms’ in corporate governance

Until very recently, the recommendations of proxy advisory firms did not impact companies much, as it did not have the power to influence or fail/ stop a resolution from being passed. However now, the recommendations of proxy advisory firms are becoming increasingly relevant given that many institutional investors are basing their positions while voting on resolutions on such advice. This is evidenced from the fact that a proxy advisory firms have recently managed to prevent a resolution for granting employee stock options to employees of a group entity of a very large Indian bank from being passed due to the absence of “any compelling reasons”.[1] In another interesting case, a proxy advisory firm came very close to preventing a resolution pertaining to an increase in the remuneration of a director from being passed on account of this increase being “skewed” and “guaranteed”.[2]

Continue Reading Impact of Proxy Advisory Firms: Turning tides and failing resolutions