Proxy Advisory Guidelines

  • SES' Proxy Advisory (PA) Services are primarily aimed to facilitate meaningful shareholder engagement at general body meetings of listed Companies. Through its PA reports, SES offers voting recommendations and detailed analysis for resolutions proposed in the general meetings, thereby equipping shareholders to engage in meaningful discussion with the Company on key strategic and governance issues.
  • Although our voting recommendations are made on a case by case basis, to ensure that they are consistent, fair, transparent, Independent, and free from any conflict, SES has developed a Proxy Advisory Policy containing the general principles and guidelines to be considered while analysing resolutions that are put to vote at the shareholders’ meetings. SES may, however, deviate from the policy based on various factors that arise while analysing a Company and its governance practices. The reasons for such deviation will be well explained in the PA Reports.
  • In our Policy, we have ensured that compliance with all applicable (and relevant) laws/regulations are considered while making voting recommendations. SES takes non-compliance with any law (including but not limited to the (SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 ('Listing Regulations'), the Companies Act, 2013 ('the Act') or any other applicable legislation, very seriously and considers it to be an indicator of poor Corporate Governance. Accordingly, our recommendations for Companies that are non-compliant in any manner, will reflect such concerns.
  • SES is of the opinion that in addition to compliance with the law in letter, Companies should imbibe good Corporate Governance in spirit. We have researched Corporate Governance guidelines and regulations in various jurisdictions around the world, analysed their relevance in the Indian markets and developed a set of principles that guide our Proxy Advisory mechanism. Our guidelines adequately address issues such as board structure and performance, Directors’ Independence, auditor’s responsibility and accountability, executive remuneration, related party transactions and other governance issues.
  • With effect from 1 st January, 2021, SES has decided to post material changes to its Proxy Advisory Guidelines on its website. An Intimation of any change along with the relevant webpage link would be shared with all the SES Clients and the Companies under SES Coverage.
Date Proxy Advisory Document Description Weblink
FY 2020-2021
4th July, 2020 Proxy Advisory Master Guidelines Proxy Advisory Guidelines for FY 2020-21 Click Here
19th February, 2021 Proxy Advisory Update #1 (2020-21) Reappointment of Independent Directors Click Here
31st March, 2021 Proxy Advisory Update #2 (2020-21) Non-disclosure of relevant extract of Annual Return / Annual Return Click Here
FY 2021-2022
18th May, 2021 Proxy Advisory Master Guidelines Proxy Advisory Guidelines for FY 2021-22 Click Here
19th June, 2021 Proxy Advisory Update #1 (2021-22) Compliance with AoA in case of Preferential Issue Click Here
8th September, 2021 Proxy Advisory Update #2 (2021-22) Transition of directors from IDs to NIDs Click Here
15th March, 2022 Proxy Advisory Update #3 (2021-22) Advanced age of ED and NED Click Here
FY 2022-2023
16th May, 2022 Proxy Advisory Master Guidelines Proxy Advisory Guidelines for FY 2022-23 Click Here
29th March, 2023 Proxy Advisory Update #1 (2022-23) SES Stand on Cost Audit Remuneration Click Here
FY 2023-2024
23rd May, 2023 Proxy Advisory Master Guidelines Proxy Advisory Guidelines for FY 2023-24 Click Here
31st July, 2023 Proxy Advisory Update #1 (2023-24) SES view on Issue of Securities, Related Party Transactions, Appointment & Remuneration of Directors. Click Here
5th October, 2023 Proxy Advisory Update #2 (2023-24) SES view on Issue of Securities, Valuation report in case of Issue of securities and Non Compliance with Retirement by Rotation of Directors Click Here
FY 2024-2025
21st June, 2024 Proxy Advisory Master Guidelines Proxy Advisory Guidelines for FY 2024-25 Click Here
21st June, 2024 Proxy Advisory Guidelines - Summary Summary of Proxy Advisory Guidelines Updates FY 2024-25 Click Here
17th August, 2024 Proxy Advisory Update #1 (2024-25) SES’ stance on Auditor appointments in case of Banks Click Here