The Tata group, a 158-year-old conglomerate with about $265 billion in market capitalisation and a globally recognisable stable of companies including Jaguar Land Rover and Air India, is no stranger to boardroom tussles.
The last one played out publicly a decade ago, when then Tata Sons Chairman Cyrus Mistry was ousted by group patriarch Ratan Tata, who headed Tata Trusts at the time.
While the latest dispute pits the holding company against its majority shareholder, it also sets Tata Sons Executive Chairman N. Chandrasekaran against Tata Trusts Chairman Noel Tata and exposes divisions between Noel Tata and Venu Srinivasan, the two nominee directors of Tata Trusts on the board of Tata Sons.
Several key issues are at stake: the reappointment of Chandrasekaran as Chairman of Tata Sons, whether the holding company should be listed, and how to provide an exit to its second-largest shareholder, Shapoorji Pallonji.
At its core, however, the dispute is about a company's board taking its largest shareholder head on, something virtually unprecedented in corporate India.
Despite Noel Tata's objections at the Tata Sons board meeting last week to Chandrasekaran's reappointment and a listing of the company, the board went ahead and voted for the proposals.
"Tata Sons' board has violated the basic governance principle of shareholder supremacy," proxy advisory firm IiAS said in a note on Friday. "The mutiny of the board against the controlling shareholder is possibly a first, and not the right precedent for corporate India."
The fight sets up a lose-lose stalemate, Shritama Bose of Reuters Breakingviews wrote. Read here.
IiAS said it was unclear how the board expected these decisions to survive a shareholder vote.
That vote is itself complicated by the fact that Tata Trusts is a collection of trusts. One of them, the Sir Ratan Tata Trust, has been unable to hold a board meeting because of a complaint pending before a state charity commissioner.
Read this explainer by Jayshree P. Upadhyay and Arpan Chaturvedi to learn more.
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