IndiaCorpLaw

Shareholder Power: Say-on-Pay

Recent
Developments in the US
: Dodd Frank Act, section 951, requires companies to
approach shareholders for their non-binding vote on executive
compensation and golden parachutes.
Recent
Developments in the UK
: A new proposal would require companies to approach
their shareholders for a binding vote on executive pay.
Existing Position
in India
: Managerial remuneration has been historically restricted to a
substantial extent. Subject to profitability of the company, senior
management’s pay is subject to quantitative restrictions, to shareholders’
approval and often even to Central Government approval, all determined on the
basis of sections 198, 269 and 309 and Schedule XIII of the Companies Act.

If the movements in the US and UK arose due to less
regulation of executive pay, the grouse on the Indian side has been one of
excessive regulation.

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