India 2016 Board Analysis

Home , Eicher Motors, Motherson Sumi Systems, Shree Cement, UltraTech Cement

INDIA 2016

BOARD ANALYSIS

Analysis of Boards of Top-100 Companies

INGOVERN RESEARCH SERVICES CORPORATE GOVERNANCE | SHAREHOLDER ACTIVISM

Table of Page

Contents #

Executive Summary 1

Board Size 2

Board Composition 4

Independent Chair 6

Promoters on Board 8

Women Directors 9

Board Meetings 10

Total Directorship of IDs 12

Board Refreshment 13

Audit Committee 15

Appendix 16 2

Executive Summary

This report studies and analyses the Board structure of top-100 India listed Companies forming part of Nifty 50 and Nifty Next 50 indices. This report takes into account the Board composition and other relevant details as on latest year-ending date of the respective companies. In case required information is not provided in the annual report of the Companies (e.g., tenure of Independent Directors, outside directorship of Directors, etc.), the same has been sourced from publicly available sources. Hence, no guarantee can be made on accuracy of the data.

Some of the key points highlighted in this report are: ▪ The average size of Board of top-100 Companies was 11. The Company with largest Board size was L&T (20) and smallest Board were 6 companies with 6 members each, (4). ▪ 50% of the total Directors of top-100 Companies are Independent Directors. ▪ 23 Companies didn’t have the minimum required % of Independent Directors on their Boards. A majority of these Companies are PSUs. ▪ 12 Companies had an Independent Chairperson of the Board. ▪ 8 Companies didn’t have any women directors as required under Companies Act and SEBI LODR Regulations. ▪ 15% of Directors attended less than 75% of Board meetings held in FY16. ▪ The average public company directorships held by Independent Directors of top-100 Companies is 4. ▪ 15% of Independent Directors have Board tenures exceeding 10 years. Some Independent Directors have tenures as high as 51 years! ▪ Only 38 of top-100 Companies have a fully independent Audit Committee. ▪ 24 of top-100 Companies have Executive Directors in their Audit Committee.

Board Size

The Companies Act, 2013 prescribes a minimum of 3

and maximum of 15 directors on the board of a public company and permits companies to appoint more than 15 directors after passing a special resolution. As governance best practice, InGovern recommends that

companies have a board size of 7 to 14 directors. 11

An analysis of the top 100 companies that form part of Average board size the Nifty 50 and Nifty Next 50 indices shows that the

of top 100 Indian number of directors on Indian boards varies between 6 and 20 with an average board size of around 11

Companies directors.

The list of companies with the largest and the smallest Boards are given below:

Company Name Directors Larsen & Toubro Ltd 20 10 Emami Ltd 16 Bajaj Auto Ltd 15 Companies have ITC Ltd 15 board sizes of Eicher Motors Ltd 6 ABB Ltd 6 either more than Cadila Healthcare Ltd 6 14 directors or less Containers Corporation of India Ltd 6 than 7 directors Oil India Ltd 6 Reliance Communications Ltd 6 As of latest year-ending for the respective companies

Comparison vis-à-vis 2015

10 11 +1

Average Board Size Average Board Size Change in 2015 in 2016

Company Name Directors In 2015 Bajaj Auto Ltd 16 ITC Ltd 16 Federal Bank Ltd 16 Bharat Forge Ltd 15 10 Eicher Motors Ltd 6 Gail (India) Ltd 6 Companies had board ABB Ltd 6 sizes of either more Cadila Healthcare Ltd 6 than 14 directors or Reliance Communications Ltd 6 Rural Electrification Corporation Ltd 4 less than 7 directors As of FY2015 ending for the respective companies

Board Composition

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) mandates that for listed companies, where the Chairman is an ED or a Promoter, the Board 50% should be constituted with at least 50% IDs. Out of the top 100 companies, 24 companies were not in compliance with the requirements of having requisite Of total directors number of IDs on their Boards. on boards are IDs

Company Name % of IDs

Containers Corporation of India Ltd 0% Oil India Ltd. 0% Hindustan Petroleum Corporation Ltd 13% Power Grid Corporation Ltd 14% Oil and Natural Gas Corporation Ltd 25% Indian Oil Corporation Ltd 25% NTPC Ltd 27% Power Finance Corporation Ltd 29% 23 Bharat Petroleum Corporation Ltd 30% Castrol India Ltd 30% Companies Bharat Electronics Ltd 33% Hindustan Zinc Ltd 33% didn’t have State Bank Of India 36% NHPC Ltd 36% minimum Bank of Baroda 40% Gail (India) Ltd 40% required % of Punjab National Bank 40% Ambuja Cements Ltd. 42% Independent Bharat Heavy Electricals Ltd 42% Coal India Ltd 42% Directors Steel Authority of India Ltd 42% Rural Electrification Corporation Ltd 43%

ITC Ltd 47% Highlighted rows are non-PSUs

Comparison vis-à-vis 2015

49% 50% +1%

Total IDs Total IDs Change in 2015 in 2016

Top 10 Companies with highest representation of IDs on Board

% of IDs on Board Company Name In 2016 In 2015 Eicher Motors Ltd 83% 83%

Dr. Reddy's Laboratories Ltd 78% 80%

Infosys Ltd 78% 80%

HCL Technologies Ltd 70% 67%

Mahindra & Mahindra Ltd 70% 64%

Ashok Leyland Ltd. 67% 55%

LIC Housing Finance Ltd. 67% 60%

Marico Ltd 67% 67%

Reliance Communications Ltd 67% 67%

Shriram Transport Finance Company Ltd 67% 56%

Independent Chair

As per best practices followed globally, the Board of Companies should be chaired by an Independent Director. This ensures higher independence of the Board. Boards of 12 Companies in the top 100 had an Independent Director as their Chairperson.

Although SEBI LODR Regulations require such Boards 12 to have at-least 1/3rd (i.e., 33%) members as IDs, a Companies had an few companies had IDs much more than the required limit. Independent Chair Castrol, ITC and Hindustan Zinc were the non-PSEs which were not compliant with minimum ID requirements. However, Castrol was compliant at the close of business hours of its last day of financial year.

Company Name Directors NED(%) ID(%) Eicher Motors Ltd 6 83% 83% Infosys Ltd 9 78% 78% Shriram Transport Finance Company Ltd 9 89% 67% ACC Ltd. 12 92% 58% HDFC Bank Ltd 11 73% 55% Kotak Mahindra Bank Ltd 11 73% 55% ICICI Bank Ltd 13 62% 54% Siemens Ltd 11 82% 45% Procter & Gamble Hygiene and Health Care Ltd 8 88% 38% Aurobindo Pharma Ltd. 10 60% 40% Oracle Financial Services Software Ltd 9 89% 33% Castrol India Ltd 10 60% 30%

Comparison vis-à-vis 2015

12 12 -

Total IDs Total IDs Change in 2015 in 2016

Companies with Independent Chairman in 2015

Company Name Directors NED(%) ID(%) Federal Bank Ltd 10 90% 90% Eicher Motors Ltd 6 83% 83% Infosys Ltd 10 80% 80% ACC Ltd. 12 92% 58% ICICI BANK Ltd 12 67% 58% Shriram Transport Finance Company Ltd 9 89% 56% HDFC Bank Ltd 11 73% 55% Siemens Ltd 11 82% 45% Procter & Gamble Hygiene and Health Care Ltd 7 100% 43% Aurobindo Pharma Ltd 10 60% 40% Castrol India Ltd 10 60% 30% Oracle Financial Services Software Ltd 8 88% 25%

Promoters on Board

Presence of Promoters on Board is not a governance concern per se. However, a promoter-loaded Board may raise concern on the independence of the Board and also on the need for separation of ownership from management. 2 Average no. of On an average, the top-100 Companies had 2 Promoter Directors Promoters Directors on their Boards. However, the number ranged from 0 (33 Companies) to 8 (Emami on Boards Ltd).

The following table shows Companies which had at-least 5 Promoters/ Promoter relatives/ Promoter nominees on their Boards as on latest year ending date:

Company Name Directors Promoters % Asian Paints Ltd. 14 6 43% Bajaj Auto Ltd 15 7 47% Maruti Suzuki India Ltd 12 7 58% Apollo Hospital Enterprises Ltd 13 5 38% Cummins India Ltd. 10 5 50% DLF Ltd 14 5 36% Emami Ltd 16 8 50% Godrej Consumer Products Ltd 12 5 42% Motherson Sumi Systems Ltd 10 5 50% Oracle Financial Services Software Ltd 9 5 56%

Maruti Suzuki and Oracle were the Companies that had nominees of their parent filling more than 50% of its Board with Independent Directors constituting only 33% of the total size.

Women Directors

There were 133 women on the Board of top-100 Companies as on the year ending date.

8 31 top-100 Companies had multiple Women Companies didn’t Directors while 8 Companies didn’t have any. have any Women Apollo Hospitals Enterprises was the only Company Director on their to have 4 Women Directors on its Board. However, all these 4 Directors are Promoters. Boards

Infosys and Titan were the two companies which had 3 Women Directors all of which were IDs.

The following table shows Companies with the highest and lowest number of Women Directors on their Boards as on latest year ending date:

Company Name Women Company Name Women

Axis Bank Ltd 3 Bharat Petroleum Corporation Ltd 0

Cipla Ltd 3 Gail (India) Ltd 0

Idea Cellular Ltd. 3 ITC Ltd 0

Infosys Ltd 3 ONGC Ltd 0

UltraTech Cement Ltd 3 Tata Power Ltd 0

Apollo Hospital Enterprises Ltd 4 Indian Oil Corporation Ltd 0

Godrej Consumer Products Ltd 3 Power Finance Corporation Ltd 0

NHPC Ltd 3 Rural Electrification Corp. Ltd 0

Titan Company Ltd 3

Board Meetings

InGovern recommends AGAINST re-appointment of Directors that have attended less than 75%

meetings (Board + Audit Com + AGM) during the year. 15%

On an average, the top 100 Companies held 7 Directors had Board meetings as on latest year ending date. attendance of less While 89% was the average Board attendance, 15% of Directors attended less than 75% than 75% in Board meetings. meetings

57 of the Top 100

Indian companies held

40 between 6 and 10 board

35 meetings in the year

35 35 30

20 22

5 8

0 5 or less Meetings 6 to 7 Meetings 8 to 10 Meetings More than 10 Meetings

Comparison vis-à-vis 2015

86% 89% 3%

Average Board Average Board Attendance Attendance Change in 2015 in 2016

19% 15% -4%

Defaulting Defaulting Directors Directors Change in 2015 in 2016

Trend implies an increase in Director participation in meetings

Total Directorship of IDs

The Companies Act, 2013 limits the maximum number

of directorships for all directors to 10 public companies and 20 companies in total. SEBI LODR Regulations, 2015 limits maximum directorships for Independent 4 Directors (ID) to 7 Listed Companies and 3 if the ID is an

Executive Director in any listed Company. Average Indian The average directorship of IDs in top-100 Companies is public co. approximately 4 directorships. 1.2% of the Independent

Directors are directors in more than 10 public directorship of companies. Independent

Directors

The table below shows Companies that have ID’s average directorships of 7 or more Companies:

ID’s Average Name of ID Directorships ABB Ltd 10 Ambuja Cements Ltd. 9 Tata Motors Ltd 9 Cummins India Ltd. 8 Bosch Ltd. 7 Tata Power Co Ltd 7 Procter & Gamble Hygiene and Health Care Ltd 7 Torrent Pharmaceuticals Ltd 7 United Spirits Ltd 7 Reliance Communications Ltd 7 Mahindra & Mahindra Ltd 7 Cadila Healthcare Ltd 7 Emami Ltd 7 Bharat Forge Ltd. 7 Bajaj Finserve Ltd 7 As of latest year ending date for the respective companies

Board Refreshment

The Companies Act, 2013 limits the tenure of IDs to hold office upto two consecutive terms, each term of upto 5 years. Incase IDs have a tenure of more than 10 years, they will be eligible for re-appointment only after a cooling period of 3 years. 121 IDs have tenures more than 10 years on their respective Boards. 21%

The average tenure of IDs in the top 100 companies is approximately 7 years. 24 companies had average IDs have served tenure of IDs of 10 or more years with the highest being that of Procter & Gamble Hygiene & Healthcare at 31 on the Board years. There were 15 companies where more than half of the IDs have served on the board for more than 10 for > 10 years years . 80% of IDs of Sun Pharma and Cummins India have an average tenure more than 10 years.

The table below shows a few examples of IDs who have served on the board for more than 10 years:

Name of ID Name of the Company in which ID Tenure (Years)

Mr. R. A. Shah Procter & Gamble Hygiene & Healthcare 52

Mr. Mansingh L. Bhakta Reliance Industries 39

Mr. J. K. Setna Colgate Palmolive 38

Mr. Nusli N. Wadia Tata Steel 37

Mr. Rajkumar Menon Apollo Hospitals 37

Mr. Rafeeque Ahamed Apollo Hospitals 37

Mr. B. S. Mehta Procter & Gamble Hygiene & Healthcare 37

Mr. R. A. Shah Colgate Palmolive 32

Mr. S. M. Thakore Bharat Forge 30

Mr. T. K. Balaji Titan Industries 30

Comparison vis-à-vis 2015

Companies with average ID tenure > 10 years 21 24 +3

in 2015 in 2016 Change

% of IDs having tenure > 10 years

19% 21% +2%

Defaulting Defaulting Directors Directors Change in 2015 in 2016

Trend implies IDs with longer tenures not being regularly replaced with new IDs

Audit Committee

The average number of audit committee members in the top-100 Companies was four. This is one more than the minimum 3 members recommended by SEBI LODR Regulations, 2015. 38 Although SEBI LODR Regulations require 2/3rd of the committee members to be independent, InGovern Companies had recommends the committee to comprise solely of audit committees Independent Directors. Only 38 Companies have their audit committees comprised solely of Independent comprising only Directors . As much as 24 Companies had executive of Independent directors as members of their audit committees, which should be strictly avoided. Directors

The following table shows Companies with the lowest Independent Directors and

highest Executive Directors in percentage terms in their audit committees:

Company Name ID (%)

Container Corporation Ltd, Oil India Ltd 0%

HPCL, Power Grid 33%

Bank of Baroda, Punjab National Bank 40%

Company Name ED (%)

HPCL, Oil India 67%

Cipla, Lupin, NHPC, Power Finance Corp. Power Grid, UPL 33%

Limitations for the study

1. Castrol India Ltd follows financial year of January 1 – December 31st. We have taken its 2015 annual report for our study.

2. Disclosure on total directorship/ outside directorship of Directors is not uniform in annual reports of all the top-100 companies. Some have disclosed data of public limited companies, some of listed companies only while others have included all companies, i.e., private, public and foreign companies in their disclosures. Since we wanted only Indian public companies data, we have tried to obtain data from various online sources in case same has not been made available in the annual reports. Hence, we are not in a position to verify the authenticity of this data.

3. Data for tenure of Directors has also been obtained from various online sources like MCA and others where the same is not available in the annual reports. Hence we are not in a position to verify the authenticity of this data.

4. For our section on promoters, we have taken promoters, their relatives as well as their nominees for the data. Hence, in few cases where the company has not listed a director as promoter (eg., Meswani brothers in Reliance Ltd), we have done so.

APPENDIX

Board Composition – I

Board Company Name Board Composition Size # of # of % of # of IDs % of IDs Directors NEDs NEDs

ACC Ltd. 12 11 7 92% 58%

Adani Ports and Special Economic Zone Ltd. 9 7 5 78% 56%

Ambuja Cements Ltd. 12 11 5 92% 42%

Asian Paints Ltd. 14 13 7 93% 50%

Aurobindo Pharma Ltd. 10 6 4 60% 40%

Axis Bank Ltd 13 11 8 85% 62%

Bajaj Auto Ltd 15 12 8 80% 53%

Bank of Baroda 10 7 4 70% 40%

Bharti Airtel Ltd. 12 10 6 83% 50%

Bharti Infratel Ltd 9 7 5 78% 56%

Bharat Heavy Electricals Ltd 12 7 5 58% 42%

Bosch Ltd. 8 6 4 75% 50%

Bharat Petroleum Corporation Ltd 10 5 3 50% 30%

Cipla Ltd 10 7 5 70% 50%

Coal India Ltd 12 7 5 58% 42%

Dr. Reddy's Laboratories Ltd 9 7 7 78% 78%

Eicher Motors Ltd 6 5 5 83% 83%

Gail (India) Ltd 10 6 4 60% 40%

Grasim Industries Ltd 12 10 6 83% 50%

HCL Technologies Ltd 10 9 7 90% 70%

HDFC Bank Ltd 11 8 6 73% 55%

Housing Development Finance Corporation Ltd. 11 7 6 64% 55%

Hero MotorCorp Ltd 11 9 7 82% 64%

Hindalco Industries Ltd 10 8 5 80% 50%

Hindustan Unilever Ltd 9 6 5 67% 56%

Board Company Name Board Composition Size # of # of % of # of IDs % of IDs Directors NEDs NEDs

ICICI Bank Ltd 13 8 7 62% 54%

Idea Cellular Ltd. 11 10 6 91% 55%

IndusInd Bank Ltd. 8 7 5 88% 63%

Infosys Ltd 9 7 7 78% 78%

ITC Ltd 15 11 7 73% 47%

Kotak Mahindra Bank Ltd 11 8 6 73% 55%

Larsen & Toubro Ltd 20 14 10 70% 50%

Lupin Ltd 12 6 6 50% 50%

Mahindra & Mahindra Ltd 10 8 7 80% 70%

Maruti Suzuki India Ltd 12 5 4 42% 33%

NTPC Ltd 11 5 3 45% 27%

Oil And Natural Gas Corporation Ltd 12 5 3 42% 25%

Power Grid Corporation Ltd 7 2 1 29% 14%

Reliance Indutries Ltd 14 9 8 64% 57%

State Bank Of India 14 9 5 64% 36%

Sun Pharamaceutical Industries Ltd 9 6 5 67% 56%

Tata Consultancy Services Ltd 11 9 6 82% 55%

Tata Motors Ltd 11 8 6 73% 55%

Tata Power Co Ltd 9 7 5 78% 56%

Tata Steel Ltd 11 9 6 82% 55%

Tech Mahindra Ltd 10 9 5 90% 50%

UltraTech Cement Ltd 11 10 6 91% 55%

Wipro Ltd 11 7 7 64% 64%

Yes Bank Ltd 11 10 6 91% 55%

Zee Entertainment Enterprises 8 7 4 88% 50%

ABB Ltd 6 5 3 83% 50%

Board Company Name Board Composition Size # of # of % of # of IDs % of IDs Directors NEDs NEDs

Apollo Hospital Enterprises Ltd 13 8 8 62% 62%

Ashok Leyland Ltd. 12 11 8 92% 67%

Bajaj Finance 13 12 8 92% 62%

Bajaj Finserve 8 7 4 88% 50%

Bharat Forge Ltd. 14 8 7 57% 50%

Bharat Electronics Ltd 12 5 4 42% 33%

Britannia Industries Ltd 13 12 8 92% 62%

Cadila Healthcare Ltd 6 4 3 67% 50%

Cairn India Ltd. 8 7 4 88% 50%

Castrol India Ltd 10 6 3 60% 30%

Colgate Palmolive India Ltd 10 7 6 70% 60%

Containers Corporation of India Ltd 6 1 0 17% 0%

Cummins India Ltd. 10 9 5 90% 50%

Dabur India Ltd. 12 10 6 83% 50%

Divi's Laboratories Ltd. 8 4 4 50% 50%

DLF Ltd 14 9 8 64% 57%

Emami Ltd 16 9 8 56% 50%

GlaxoSmithkline Pharmaceuticals Ltd. 12 8 6 67% 50%

Glenmark Pharmaceuticals Ltd. 10 7 6 70% 60%

Godrej Consumer Products Ltd 12 9 6 75% 50%

GlaxoSmithKline Consumer Healthcare Ltd. 10 7 5 70% 50%

Hindustan Petroleum Corporation Ltd 8 3 1 38% 13%

Hindustan Zinc Ltd 9 7 3 78% 33%

Indiabulls Housing Finance Ltd 11 7 6 64% 55%

Indian Oil Corporation Ltd 12 5 3 42% 25%

JSW Steel Ltd. 12 8 6 67% 50%

Board Company Name Board Composition Size # of # of % of # of IDs % of IDs Directors NEDs NEDs

LIC Housing Finance Ltd. 9 8 6 89% 67%

Marico Ltd 9 8 6 89% 67%

Motherson Sumi Systems Ltd. 10 9 5 90% 50%

NHPC Ltd 11 6 4 55% 36%

NMDC Ltd. 12 7 6 58% 50%

Oracle Financial Services Software Ltd 9 8 3 89% 33%

Oil India Ltd. 6 1 0 17% 0%

Power Finance Corporation Ltd 7 3 2 43% 29%

Procter & Gamble Hygiene and Health Care Ltd 8 7 3 88% 38%

Pidilite Industries Ltd. 12 6 6 50% 50%

Punjab National Bank 10 7 4 70% 40%

Rural Electrification Corporation Ltd 7 4 3 57% 43%

Reliance Communications Ltd 6 6 4 100% 67%

Steel Authority of India Ltd 12 7 5 58% 42%

Shree Cement Ltd 11 9 7 82% 64%

Shriram Transport Finance Company Ltd 9 8 6 89% 67%

Siemens Ltd 11 9 5 82% 45%

Titan Company Ltd 11 10 6 91% 55%

Torrent Pharmaceuticals Ltd 9 6 5 67% 56%

United Breweries Ltd 12 10 6 83% 50%

United Spirits Ltd 8 7 5 88% 63%

UPL Ltd. 12 9 6 75% 50%

Vedanta Ltd 8 4 4 50% 50%

Board Composition – II

# of Independent Women Company Name Promoters Directors Chairman Directors

ACC Ltd. 12 Yes 1 3

Adani Ports and Special Economic Zone Ltd. 9 No 1 2

Ambuja Cements Ltd. 12 No 1 3

Asian Paints Ltd. 14 No 2 6

Aurobindo Pharma Ltd. 10 Yes 1 3

Axis Bank Ltd 13 No 3 0

Bajaj Auto Ltd 15 No 1 7

Bank of Baroda 10 No 2 0

Bharti Airtel Ltd. 12 No 2 2

Bharti Infratel Ltd 9 No 1 1

Bharat Heavy Electricals Ltd 12 No 1 0

Bosch Ltd. 8 No 1 1

Bharat Petroleum Corporation Ltd 10 No 0 0

Cipla Ltd 10 No 3 3

Coal India Ltd 12 No 2 0

Dr. Reddy's Laboratories Ltd 9 No 1 2

Eicher Motors Ltd 6 Yes 1 1

Gail (India) Ltd 10 No 0 0

Grasim Industries Ltd 12 No 1 2

HCL Technologies Ltd 10 No 2 2

HDFC Bank Ltd 11 Yes 2 0 Housing Development Finance Corporation 11 No 1 0 Ltd. Hero MotorCorp Ltd 11 No 1 3

Hindalco Industries Ltd 10 No 1 2

Hindustan Unilever Ltd 9 No 1 0

ICICI Bank Ltd 13 Yes 2 0

# of Independent Women Company Name Promoters Directors Chairman Directors

Idea Cellular Ltd. 11 No 3 2

IndusInd Bank Ltd. 8 No 1 0

Infosys Ltd 9 Yes 3 0

ITC Ltd 15 No 0 0

Kotak Mahindra Bank Ltd 11 Yes 1 1

Larsen & Toubro Ltd 20 No 2 0

Lupin Ltd 12 No 2 4

Mahindra & Mahindra Ltd 10 No 1 1

Maruti Suzuki India Ltd 12 No 1 7

NTPC Ltd 11 No 1 0

Oil And Natural Gas Corporation Ltd 12 No 0 0

Power Grid Corporation Ltd 7 No 1 0

Reliance Indutries Ltd 14 No 1 4

State Bank Of India 14 No 2 0

Sun Pharamaceutical Industries Ltd 9 No 1 1

Tata Consultancy Services Ltd 11 No 1 0

Tata Motors Ltd 11 No 1 1

Tata Power Co Ltd 9 No 0 1

Tata Steel Ltd 11 No 1 1

Tech Mahindra Ltd 10 No 1 1

UltraTech Cement Ltd 11 No 3 2

Wipro Ltd 11 No 1 2

Yes Bank Ltd 11 No 1 1

Zee Entertainment Enterprises 8 No 1 3

ABB Ltd 6 No 1 1

Apollo Hospital Enterprises Ltd 13 No 4 5

Ashok Leyland Ltd. 12 No 1 1

# of Independent Women Company Name Promoters Directors Chairman Directors

Bajaj Finance 13 No 1 4

Bajaj Finserve 8 No 1 4

Bharat Forge Ltd. 14 No 1 3

Bharat Electronics Ltd 12 No 2 0

Britannia Industries Ltd 13 No 1 4

Cadila Healthcare Ltd 6 No 1 2

Cairn India Ltd. 8 No 1 2

Castrol India Ltd 10 Yes 1 3

Colgate Palmolive India Ltd 10 No 2 0

Containers Corporation of India Ltd 6 No 1 0

Cummins India Ltd. 10 No 1 5

Dabur India Ltd. 12 No 1 4

Divi's Laboratories Ltd. 8 No 1 3

DLF Ltd 14 No 1 5

Emami Ltd 16 No 2 8

GlaxoSmithkline Pharmaceuticals Ltd. 12 No 1 1

Glenmark Pharmaceuticals Ltd. 10 No 2 3

Godrej Consumer Products Ltd 12 No 3 5

GlaxoSmithKline Consumer Healthcare Ltd. 10 No 1 1

Hindustan Petroleum Corporation Ltd 8 No 2 0

Hindustan Zinc Ltd 9 No 1 2

Indiabulls Housing Finance Ltd 11 No 1 1

Indian Oil Corporation Ltd 12 No 0 0

JSW Steel Ltd. 12 No 1 1

LIC Housing Finance Ltd. 9 No 2 0

Marico Ltd 9 No 1 2

Motherson Sumi Systems Ltd. 10 No 2 5

# of Independent Women Company Name Promoters Directors Chairman Directors

NHPC Ltd 11 No 3 0

NMDC Ltd. 12 No 2 0

Oracle Financial Services Software Ltd 9 Yes 2 5

Oil India Ltd. 6 No 1 0

Power Finance Corporation Ltd 7 No 0 0

Procter & Gamble Hygiene and Health Care Ltd 8 Yes 1 4

Pidilite Industries Ltd. 12 No 1 4

Punjab National Bank 10 No 2 0

Rural Electrification Corporation Ltd 7 No 0 0

Reliance Communications Ltd 6 No 1 1

Steel Authority of India Ltd 12 No 1 0

Shree Cement Ltd 11 No 1 3

Shriram Transport Finance Company Ltd 9 Yes 1 0

Siemens Ltd 11 Yes 1 4

Titan Company Ltd 11 No 3 4

Torrent Pharmaceuticals Ltd 9 No 1 2

United Breweries Ltd 12 No 1 3

United Spirits Ltd 8 No 1 1

UPL Ltd. 12 No 2 4

Vedanta Ltd 8 No 2 1

Independent Directors

Company Name Independent Directors Tenure of IDs Average %age of IDs Average % age of IDs Directorshi in > 10 tenure of serving >10 ps Companies IDs years ACC Ltd. 5 0% 5 14%

Adani Ports and Special Economic Zone Ltd. 5 0% 3 0%

Ambuja Cements Ltd. 9 0% 10 20%

Asian Paints Ltd. 5 0% 11 57%

Aurobindo Pharma Ltd. 1 0% 5 0%

Axis Bank Ltd 3 0% 4 0%

Bajaj Auto Ltd 6 0% 7 0%

Bank of Baroda 1 0% 1 0%

Bharti Airtel Ltd. 4 17% 3 0%

Bharti Infratel Ltd 6 0% 4 0%

Bharat Heavy Electricals Ltd 2 0% 1 0%

Bosch Ltd. 7 25% 8 25%

Bharat Petroleum Corporation Ltd 1 0% 1 0%

Cipla Ltd 4 0% 2 0%

Coal India Ltd 2 0% 1 0%

Dr. Reddy's Laboratories Ltd 4 0% 11 43%

Eicher Motors Ltd 3 0% 10 40%

Gail (India) Ltd 0 0% 0 0%

Grasim Industries Ltd 4 0% 15 67%

HCL Technologies Ltd 4 0% 7 29%

HDFC Bank Ltd 3 0% 3 0% Housing Development Finance Corporation 6 0% 20 67% Ltd. Hero MotorCorp Ltd 5 0% 7 43%

Hindalco Industries Ltd 6 0% 8 20%

Hindustan Unilever Ltd 4 0% 8 40%

Company Name Independent Directors Tenure of IDs Average %age of IDs Average % age of IDs Directorshi in > 10 tenure of serving >10 ps Companies IDs years ICICI Bank Ltd 5 0% 4 0%

Idea Cellular Ltd. 6 0% 9 0%

IndusInd Bank Ltd. 4 0% 3 0%

Infosys Ltd 5 14% 4 0%

ITC Ltd 4 14% 3 0%

Kotak Mahindra Bank Ltd 2 0% 6 17%

Larsen & Toubro Ltd 6 0% 4 10%

Lupin Ltd 5 0% 7 17%

Mahindra & Mahindra Ltd 7 0% 17 71%

Maruti Suzuki India Ltd 5 0% 9 25%

NTPC Ltd 5 33% 2 0%

Oil And Natural Gas Corporation Ltd 2 0% 1 0%

Power Grid Corporation Ltd 3 0% 1 0%

Reliance Indutries Ltd 4 0% 14 63%

State Bank Of India 3 0% 2 0%

Sun Pharamaceutical Industries Ltd 5 0% 12 80%

Tata Consultancy Services Ltd 3 0% 9 33%

Tata Motors Ltd 9 17% 9 17%

Tata Power Co Ltd 7 0% 10 20%

Tata Steel Ltd 5 0% 11 17%

Tech Mahindra Ltd 4 0% 7 20%

UltraTech Cement Ltd 6 0% 6 17%

Wipro Ltd 3 0% 11 43%

Yes Bank Ltd 3 0% 4 0%

Zee Entertainment Enterprises 2 0% 2 0%

ABB Ltd 10 0% 9 67%

Company Name Independent Directors Tenure of IDs Average %age of IDs Average % age of IDs Directorshi in > 10 tenure of serving >10 ps Companies IDs years Apollo Hospital Enterprises Ltd 5 0% 16 63%

Ashok Leyland Ltd. 4 0% 6 13%

Bajaj Finance 6 0% 17 50%

Bajaj Finserve 7 0% 7 0%

Bharat Forge Ltd. 7 0% 10 29%

Bharat Electronics Ltd 1 0% 0 0%

Britannia Industries Ltd 6 0% 11 38%

Cadila Healthcare Ltd 7 0% 7 33%

Cairn India Ltd. 7 0% 9 0%

Castrol India Ltd 6 0% 13 67%

Colgate Palmolive India Ltd 5 0% 20 67%

Containers Corporation of India Ltd 0 0% 0 0%

Cummins India Ltd. 8 0% 14 80%

Dabur India Ltd. 5 0% 8 50%

Divi's Laboratories Ltd. 1 0% 6 25%

DLF Ltd 6 0% 7 13%

Emami Ltd 7 0% 5 0%

GlaxoSmithkline Pharmaceuticals Ltd. 4 0% 8 33%

Glenmark Pharmaceuticals Ltd. 4 0% 7 33%

Godrej Consumer Products Ltd 6 0% 8 17%

GlaxoSmithKline Consumer Healthcare Ltd. 3 0% 8 40%

Hindustan Petroleum Corporation Ltd 3 0% 1 0%

Hindustan Zinc Ltd 5 0% 3 0%

Indiabulls Housing Finance Ltd 5 0% 2 0%

Indian Oil Corporation Ltd 1 0% 0 0%

JSW Steel Ltd. 6 0% 5 17%

Company Name Independent Directors Tenure of IDs Average %age of IDs Average % age of IDs Directorshi in > 10 tenure of serving >10 ps Companies IDs years LIC Housing Finance Ltd. 5 0% 2 0%

Marico Ltd 5 0% 11 67%

Motherson Sumi Systems Ltd. 6 0% 4 0%

NHPC Ltd 2 0% 1 0%

NMDC Ltd. 2 0% 1 0%

Oracle Financial Services Software Ltd 1 0% 4 0%

Oil India Ltd. 0 0% 0 0%

Power Finance Corporation Ltd 2 0% 3 0%

Procter & Gamble Hygiene and Health Care Ltd 7 0% 31 67%

Pidilite Industries Ltd. 6 0% 7 33%

Punjab National Bank 3 0% 2 0%

Rural Electrification Corporation Ltd 0 0% 0 0%

Reliance Communications Ltd 7 0% 8 0%

Steel Authority of India Ltd 1 0% 2 0%

Shree Cement Ltd 4 0% 11 57%

Shriram Transport Finance Company Ltd 5 0% 6 17%

Siemens Ltd 6 0% 14 60%

Titan Company Ltd 5 0% 12 33%

Torrent Pharmaceuticals Ltd 7 0% 3 0%

United Breweries Ltd 4 0% 9 50%

United Spirits Ltd 7 0% 2 0%

UPL Ltd. 3 0% 9 50%

Vedanta Ltd 4 0% 2 0%

Board Meetings and Attendance

Company Name Board Attendance Number of % of Total Board Avg Board Directors < Directors < Meetings Attendance 75% 75% Held Meetings Meetings ACC Ltd. 6 89% 1 8%

Adani Ports and Special Economic Zone Ltd. 6 69% 3 33%

Ambuja Cements Ltd. 7 77% 6 50%

Asian Paints Ltd. 8 95% 0 0%

Aurobindo Pharma Ltd. 6 90% 1 10%

Axis Bank Ltd 5 93% 1 8%

Bajaj Auto Ltd 8 79% 4 27%

Bank of Baroda 6 88% 1 10%

Bharti Airtel Ltd. 4 91% 1 8%

Bharti Infratel Ltd 4 97% 0 0%

Bharat Heavy Electricals Ltd 10 91% 1 8%

Bosch Ltd. 5 98% 0 0%

Bharat Petroleum Corporation Ltd 12 93% 1 10%

Cipla Ltd 8 95% 0 0%

Coal India Ltd 12 92% 1 8%

Dr. Reddy's Laboratories Ltd 6 80% 5 56%

Eicher Motors Ltd 6 89% 0 0%

Gail (India) Ltd 18 93% 1 10%

Grasim Industries Ltd 6 83% 2 17%

HCL Technologies Ltd 4 89% 1 10%

HDFC Bank Ltd 7 91% 1 9% Housing Development Finance Corporation 5 96% 0 0% Ltd. Hero MotorCorp Ltd 6 85% 4 36%

Hindalco Industries Ltd 5 85% 2 20%

Hindustan Unilever Ltd 6 98% 0 0%

Company Name Board Attendance Number of % of Total Board Avg Board Directors < Directors < Meetings Attendance 75% 75% Held Meetings Meetings ICICI Bank Ltd 7 86% 3 23%

Idea Cellular Ltd. 5 80% 2 18%

IndusInd Bank Ltd. 9 97% 0 0%

Infosys Ltd 8 86% 2 22%

ITC Ltd 6 94% 1 7%

Kotak Mahindra Bank Ltd 8 87% 2 18%

Larsen & Toubro Ltd 9 91% 1 5%

Lupin Ltd 4 95% 0 0%

Mahindra & Mahindra Ltd 6 93% 1 10%

Maruti Suzuki India Ltd 7 90% 3 25%

NTPC Ltd 2 96% 1 9%

Oil And Natural Gas Corporation Ltd 13 91% 1 8%

Power Grid Corporation Ltd 5 85% 1 14%

Reliance Indutries Ltd 6 92% 1 7%

State Bank Of India 12 78% 4 29%

Sun Pharamaceutical Industries Ltd 5 93% 0 0%

Tata Consultancy Services Ltd 8 98% 0 0%

Tata Motors Ltd 10 95% 0 0%

Tata Power Co Ltd 6 98% 0 0%

Tata Steel Ltd 9 92% 0 0%

Tech Mahindra Ltd 4 93% 1 10%

UltraTech Cement Ltd 7 78% 6 55%

Wipro Ltd 6 83% 2 18%

Yes Bank Ltd 4 83% 2 18%

Zee Entertainment Enterprises 6 84% 1 13%

ABB Ltd 7 81% 2 33%

Company Name Board Attendance Number of % of Total Board Avg Board Directors < Directors < Meetings Attendance 75% 75% Held Meetings Meetings Apollo Hospital Enterprises Ltd 5 94% 2 15%

Ashok Leyland Ltd. 6 90% 2 17%

Bajaj Finance 9 82% 4 31%

Bajaj Finserve 7 86% 2 25%

Bharat Forge Ltd. 5 89% 2 14%

Bharat Electronics Ltd 5 98% 1 8%

Britannia Industries Ltd 7 85% 5 38%

Cadila Healthcare Ltd 7 88% 1 17%

Cairn India Ltd. 5 83% 2 25%

Castrol India Ltd 5 93% 0 0%

Colgate Palmolive India Ltd 5 96% 1 10%

Containers Corporation of India Ltd 10 93% 0 0%

Cummins India Ltd. 4 73% 3 30%

Dabur India Ltd. 4 96% 0 0%

Divi's Laboratories Ltd. 5 93% 1 13%

DLF Ltd 7 86% 5 36%

Emami Ltd 4 87% 2 13%

GlaxoSmithkline Pharmaceuticals Ltd. 6 89% 2 17%

Glenmark Pharmaceuticals Ltd. 6 86% 3 30%

Godrej Consumer Products Ltd 4 92% 1 8%

GlaxoSmithKline Consumer Healthcare Ltd. 5 96% 0 0%

Hindustan Petroleum Corporation Ltd 8 96% 0 0%

Hindustan Zinc Ltd 6 87% 2 22%

Indiabulls Housing Finance Ltd 5 80% 2 18%

Indian Oil Corporation Ltd 10 92% 3 25%

JSW Steel Ltd. 6 83% 4 33%

Company Name Board Attendance Number of % of Total Board Avg Board Directors < Directors < Meetings Attendance 75% 75% Held Meetings Meetings LIC Housing Finance Ltd. 8 91% 0 0%

Marico Ltd 8 79% 2 22%

Motherson Sumi Systems Ltd. 8 96% 0 0%

NHPC Ltd 5 98% 0 0%

NMDC Ltd. 11 80% 4 33%

Oracle Financial Services Software Ltd 6 81% 3 33%

Oil India Ltd. 10 90% 1 17%

Power Finance Corporation Ltd 15 100% 0 0%

Procter & Gamble Hygiene and Health Care Ltd 5 82% 2 25%

Pidilite Industries Ltd. 7 86% 3 25%

Punjab National Bank 9 87% 2 20%

Rural Electrification Corporation Ltd 9 98% 0 0%

Reliance Communications Ltd 7 86% 1 17%

Steel Authority of India Ltd 3 92% 0 0%

Shree Cement Ltd 3 100% 0 0%

Shriram Transport Finance Company Ltd 6 81% 4 44%

Siemens Ltd 5 90% 2 18%

Titan Company Ltd 5 85% 2 18%

Torrent Pharmaceuticals Ltd 8 72% 5 56%

United Breweries Ltd 4 88% 1 8%

United Spirits Ltd 11 91% 1 13%

UPL Ltd. 5 92% 1 8%

Vedanta Ltd 7 86% 2 25%

Board Committees

Remuneration Audit Committee Committee Company Name # of Constituted - % of IDs % of EDs members Y/N ACC Ltd. 5 80% 0% Yes

Adani Ports and Special Economic Zone Ltd. 4 75% 0% Yes

Ambuja Cements Ltd. 4 75% 0% Yes

Asian Paints Ltd. 4 75% 0% Yes

Aurobindo Pharma Ltd. 3 100% 0% Yes

Axis Bank Ltd 4 100% 0% Yes

Bajaj Auto Ltd 3 100% 0% Yes

Bank of Baroda 5 40% 20% Yes

Bharti Airtel Ltd. 4 75% 0% Yes

Bharti Infratel Ltd 3 100% 0% Yes

Bharat Heavy Electricals Ltd 4 75% 0% Yes

Bosch Ltd. 5 80% 0% Yes

Bharat Petroleum Corporation Ltd 3 100% 0% Yes

Cipla Ltd 3 67% 33% Yes

Coal India Ltd 6 67% 17% Yes

Dr. Reddy's Laboratories Ltd 4 100% 0% Yes

Eicher Motors Ltd 5 80% 20% Yes

Gail (India) Ltd 4 75% 25% Yes

Grasim Industries Ltd 3 100% 0% Yes

HCL Technologies Ltd 4 100% 0% Yes

HDFC Bank Ltd 4 100% 0% Yes

Housing Development Finance Corporation Ltd. 3 100% 0% Yes

Hero MotorCorp Ltd 4 100% 0% Yes

Hindalco Industries Ltd 3 100% 0% Yes

Hindustan Unilever Ltd 5 100% 0% Yes

Remuneration Audit Committee Committee Company Name # of Constituted - % of IDs % of EDs members Y/N ICICI Bank Ltd 4 100% 0% Yes

Idea Cellular Ltd. 4 75% 0% Yes

IndusInd Bank Ltd. 5 80% 0% Yes

Infosys Ltd 4 100% 0% Yes

ITC Ltd 5 80% 0% Yes

Kotak Mahindra Bank Ltd 3 67% 0% Yes

Larsen & Toubro Ltd 4 75% 0% Yes

Lupin Ltd 3 67% 33% Yes

Mahindra & Mahindra Ltd 4 100% 0% Yes

Maruti Suzuki India Ltd 4 75% 25% Yes

NTPC Ltd 4 75% 0% Yes

Oil And Natural Gas Corporation Ltd 3 100% 0% Yes

Power Grid Corporation Ltd 3 33% 33% Yes

Reliance Indutries Ltd 4 100% 0% Yes

State Bank of India 7 57% 14% Yes

Sun Pharamaceutical Industries Ltd 4 100% 0% Yes

Tata Consultancy Services Ltd 6 83% 0% Yes

Tata Motors Ltd 4 100% 0% Yes

Tata Power Co Ltd 4 100% 0% Yes

Tata Steel Ltd 4 75% 0% Yes

Tech Mahindra Ltd 4 75% 0% Yes

UltraTech Cement Ltd 3 100% 0% Yes

Wipro Ltd 3 100% 0% Yes

Yes Bank Ltd 5 80% 0% Yes

Zee Entertainment Enterprises Ltd 4 75% 0% Yes

ABB Ltd 4 75% 0% Yes

Remuneration Audit Committee Committee Company Name # of Constituted - % of IDs % of EDs members Y/N Apollo Hospital Enterprises Ltd 3 100% 0% Yes

Ashok Leyland Ltd. 4 100% 0% Yes

Bajaj Finance 5 80% 0% Yes

Bajaj Finserve 3 100% 0% Yes

Bharat Forge Ltd. 4 75% 0% Yes

Bharat Electronics Ltd 4 75% 0% Yes

Britannia Industries Ltd 6 67% 0% Yes

Cadila Healthcare Ltd 4 75% 0% Yes

Cairn India Ltd. 5 80% 0% Yes

Castrol India Ltd 4 75% 0% Yes

Colgate Palmolive India Ltd 6 100% 0% Yes

Containers Corporation of India Ltd 1 0% 0% Yes

Cummins India Ltd. 7 71% 14% Yes

Dabur India Ltd. 5 100% 0% Yes

Divi's Laboratories Ltd. 3 100% 0% Yes

DLF Ltd 6 100% 0% Yes

Emami Ltd 4 75% 25% Yes

GlaxoSmithkline Pharmaceuticals Ltd. 4 75% 0% Yes

Glenmark Pharmaceuticals Ltd. 4 75% 0% Yes

Godrej Consumer Products Ltd 6 100% 0% Yes

GlaxoSmithKline Consumer Healthcare Ltd. 4 75% 0% Yes

Hindustan Petroleum Corporation Ltd 3 33% 67% Yes

Hindustan Zinc Ltd 3 67% 0% Yes

Indiabulls Housing Finance Ltd 4 75% 25% Yes

Indian Oil Corporation Ltd 3 100% 0% Yes

JSW Steel Ltd. 3 100% 0% Yes

Remuneration Audit Committee Committee Company Name # of Constituted - % of IDs % of EDs members Y/N LIC Housing Finance Ltd. 3 100% 0% Yes

Marico Ltd 4 75% 0% Yes

Motherson Sumi Systems Ltd. 6 67% 0% Yes

NHPC Ltd 3 67% 33% Yes

NMDC Ltd. 5 80% 20% Yes

Oracle Financial Services Software Ltd 3 67% 0% Yes

Oil India Ltd. 3 0% 67% Yes

Power Finance Corporation Ltd 3 67% 33% Yes

Procter & Gamble Hygiene and Health Care Ltd 4 75% 25% Yes

Pidilite Industries Ltd. 4 75% 25% Yes

Punjab National Bank 5 40% 20% Yes

Rural Electrification Corporation Ltd 4 75% 25% Yes

Reliance Communications Ltd 5 80% 0% Yes

Steel Authority of India Ltd 5 80% 20% Yes

Shree Cement Ltd 7 86% 14% Yes

Shriram Transport Finance Company Ltd 4 100% 0% Yes

Siemens Ltd 4 75% 0% Yes

Titan Company Ltd 6 67% 0% Yes

Torrent Pharmaceuticals Ltd 4 100% 0% Yes

United Breweries Ltd 3 100% 0% Yes

United Spirits Ltd 6 67% 0% Yes

UPL Ltd. 3 67% 33% Yes

Vedanta Ltd 3 100% 0% Yes

ABOUT INGOVERN

InGovern is India’s first independent corporate governance research and advisory firm which assists shareholders and lenders that have financial or reputation exposure to companies. InGovern also assists companies in enhancing their corporate governance practices.

InGovern is a SEBI registered Proxy Advisory firm.

OUR SERVICES

Corporate Governance Research Corporate Governance Advisory

Bespoke governance research and Advisory to companies on enhancing analysis of companies their CG edifice by analyzing their Annual governance evaluations of existing corporate governance practices companies through ‘Governance Radar’ Benchmarking company practices with proprietary framework best practices Periodic Publication of special reports Peer comparison of governance practices on corporate governance practices in Diagnostic and Action Plan of governance India practices Customized education and sensitization of Board and senior management on governance matters

Proxy Advisory Shareholder Activism

Voting Recommendations: Helping Advising clients (investors and clients take informed voting decisions companies) on solutions for value for shareholder meetings – AGMs, enhancement EGMs, Postal Ballots and CCMs Helping companies to connect with ‘Corporate Governance Alert’ on investors on voting decisions for interesting company proposals shareholder meetings Publication of Annual Proxy Season Communicating governance practices Report through market leading Investor Relations initiatives and white papers Advising companies on strategies, solutions and tools to enhance investor perception and enhance value for all stakeholders

Acknowledgements : Contacts:

Gauri Sharma Shriram Subramanian Founder & Managing Director Pooja Venugopal (+91) 98442 44411 Email: [email protected] Soumya Dash

Soumya Dash

Shriram Subramanian Associate

Email: [email protected]

@InGovern Research Services Private Limited Bangalore, India

www.ingovern.com

Disclaimer

This report is proprietary and may not be reproduced in any manner without the written permission of InGovern Research Services Pvt. Ltd. (“InGovern”). This analysis does not constitute investment or professional advice and investors should not rely on it for investment or other purposes. While we have taken due care and caution in the compilation and presentation of the information and data in this report, no warranty is made as to the completeness, accuracy or utility of this analysis. InGovern provides consulting services to issuers. Some institutional investor affiliates of issuers may have purchased a subscription to InGovern’s services, which is disclosed on relevant reports. In addition, advisors to issuers such as law firms, accounting firms, rating agencies or others may subscribe to InGovern services. InGovern does not discuss our analysis or reports with any entity prior to publication.