[To be published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i)] Government of India Ministry of Finance Department of Revenue Central Board of Excise and Customs Notification No. 52/2017 – Central Tax New Delhi, the 28th October, 2017 . …..(E). In pursuance of section 168 of the Central Goods and Services […]
Non-employee director (NED) compensation has come into the corporate governance spotlight in recent years. ISS’ 2017 Board Practices Study indicated that median NED pay at S&P 1500 firms has steadily increased every year since 2012 and stood at approximately $211,000 in 2016. As director pay has risen, investors have shown a growing interest in the magnitude of boardroom compensation and the structure of pay packages. Some investors have gone a step further by challenging director pay in proxy contests and legal actions. Many companies have responded to this pressure and unfavorable judicial rulings by adding annual compensation limits to their director equity award program or introducing proposals that seek shareholder approval of the director compensation program.
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Apart from elections of directors, shareholders' entitlements to vote have been significantly protected by federal regulation, either through stock exchanges or the Securities and Exchange Commission . Beginning in 1927, the New York Stock Exchange maintained a " one share, one vote " policy, which was backed by the Securities and Exchange Commission from 1940.  This was thought to be necessary to halt corporations issuing non-voting shares, except to banks and other influential corporate insiders.  However, in 1986, under competitive pressure from NASDAQ and AMEX , the NYSE sought to abandon the rule, and the SEC quickly drafted a new Rule 19c-4, requiring the one share, one vote principle. In Business Roundtable v SEC  the DC Circuit Court of Appeals struck the rule down, though the exchanges and the SEC subsequently made an agreement to regulate shareholder voting rights "proportionately". Today, many corporations have unequal shareholder voting rights, up to a limit of ten votes per share.  Stronger rights exist regarding shareholders ability to delegate their votes to nominees, or doing " proxy voting " under the Securities and Exchange Act of 1934. Its provisions were introduced to combat the accumulation of power by directors or management friendly voting trusts after the Wall Street Crash . Under SEC Rule 14a-1, proxy votes cannot be solicited except under the its rules. Generally, one person soliciting others' proxy votes requires disclosure, although SEC Rule 14a-2 was amended in 1992 to allow shareholders to be exempt from filing requirements when simply communicating with one another,  and therefore to take collective action against a board of directors more easily. SEC Rule 14a-9 prohibits any false or misleading statements being made in soliciting proxies. This all matters in a proxy contest , or whenever shareholders wish to change the board or another element of corporate policy. Generally speaking, and especially under Delaware law, this remains difficult. Shareholders often have no rights to call meetings unless the constitution allows,  and in any case the conduct of meetings is often controlled by directors under a corporation's by-laws . However, under SEC Rule 14a-8, shareholders have a right to put forward proposals, but on a limited number of topics (and not director elections). 
Insolvency and Bankruptcy Board of India (Fast Track Insolvency Resolution Process for Corporate Persons) (Second Amendment) Regulations, 2017  [No. IBBI/2017-18/GN/REG017][5th October 2017]