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Institutional EYE Governance Research | 8 May 2013 Executive Remuneration: Time to rein in the rewards At a time when the global markets plagued by a prolonged slowdown are stumbling towards recovery, public scrutiny and criticism of high executive remuneration is getting sharper. In India, while there have been some isolated cases of discontent regarding executive pay - as observed recently in Jindal Steel and Power and Sun TV, the umbrage is nowhere close to the ‘say-on-pay’ movement that is rocking US and Europe. In this special report IiAS highlights some of the key compensation trends in India’s largest listed companies. Our analysis leads us to conclude that while the average CEO remuneration for the BSE 500 companies has gone up in the last four years by 25%, it is largely in line with increase in profitability – primarily because of the two-part remuneration structure prevalent in most companies which comprises a fixed pay along with a variable component. However in several companies the pay is high. Reviewing the trends some fault lines are clearly visible. These include: The highest salary paying companies are not necessarily the most profitable or the largest in terms of market cap. These companies are outliers and tend to skew the overall remuneration levels of the BSE100 and BSE500 companies. There is a substantial gap between salaries of owner CEOs and professional executives. While our data does not include ESOPs given to professional CEOs, anecdotally, we believe this disparity will still hold even if ESOPs are to be considered. For family owned businesses, where multiple family members are on the board, their combined remuneration tends to be on the higher side and in one case constituted almost 70% of the total staff costs. The pay disparity between the public sector and private sector has grown over the last few years. For the BSE 100 companies, while the public sector executives were paid an average remuneration of Rs.5.1 mn in FY11, their private sector peers were paid Rs.68.9 mn. Variation between average employee salary and CEO salary is high (average of 285x and median of 85x). Disclosures – All data points referred to in this report have been compiled by IIAS for SENSEX, BSE100 and BSE500 companies using the Prowess database of Centre for Monitoring Indian Economy (CMIE). However due to unavailability of data, a few companies have not been considered in the analysis. Any reference to MD/CEO remuneration throughout the report is indicative of the highest remuneration of any director on the board and not necessarily of the MD/CEO. The remuneration levels considered in this report do not include stock or option awards. While computing remuneration as a percentage of net profits, negative values have been ignored. Please refer to the final pages of this report for a full disclaimer. Write to us Institutional Investor Advisory Services 15 th Floor, West Wing, PJ Tower Dalal Street, Mumbai -400 001 Email: [email protected] www.iias.in

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Institutional EYE Governance Research | 8 May 2013

Executive Remuneration:

Time to rein in the rewards At a time when the global markets plagued by a prolonged slowdown are stumbling towards recovery, public scrutiny and criticism of high executive remuneration is getting sharper. In India, while there have been some isolated cases of discontent regarding executive pay - as observed recently in Jindal Steel and Power and Sun TV, the umbrage is nowhere close to the ‘say-on-pay’ movement that is rocking US and Europe. In this special report IiAS highlights some of the key compensation trends in India’s largest listed companies. Our analysis leads us to conclude that while the average CEO remuneration for the BSE 500 companies has gone up in the last four years by 25%, it is largely in line with increase in profitability – primarily because of the two-part remuneration structure prevalent in most companies which comprises a fixed pay along with a variable component. However in several companies the pay is high. Reviewing the trends some fault lines are clearly visible. These include: The highest salary paying companies are not necessarily the most

profitable or the largest in terms of market cap. These companies are outliers and tend to skew the overall remuneration levels of the BSE100 and BSE500 companies.

There is a substantial gap between salaries of owner CEOs and professional executives. While our data does not include ESOPs given to professional CEOs, anecdotally, we believe this disparity will still hold even if ESOPs are to be considered.

For family owned businesses, where multiple family members are on

the board, their combined remuneration tends to be on the higher side and in one case constituted almost 70% of the total staff costs.

The pay disparity between the public sector and private sector has

grown over the last few years. For the BSE 100 companies, while the public sector executives were paid an average remuneration of Rs.5.1 mn in FY11, their private sector peers were paid Rs.68.9 mn.

Variation between average employee salary and CEO salary is high

(average of 285x and median of 85x). Disclosures – All data points referred to in this report have been compiled by IIAS for SENSEX, BSE100 and BSE500 companies using the Prowess database of Centre for Monitoring Indian Economy (CMIE). However due to unavailability of data, a few companies have not been considered in the analysis. Any reference to MD/CEO remuneration throughout the report is indicative of the highest remuneration of any director on the board and not necessarily of the MD/CEO. The remuneration levels considered in this report do not include stock or option awards. While computing remuneration as a percentage of net profits, negative values have been ignored. Please refer to the final pages of this report for a full disclaimer.

Write to us Institutional Investor Advisory Services 15th Floor, West Wing, PJ Tower Dalal Street, Mumbai -400 001 Email: [email protected] www.iias.in

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The principal-agent theory At its core, the remuneration issue is a classic example of the principal-agent problem. Shareholders (principal) believe that managerial remuneration must be aligned with the company’s performance and profitability. At a time when profitability is on a downward spiral, managers have no reason to reward themselves with fat pay packages.

The managements (agent) however, tend to disagree. They argue that on a global scale, the salaries of Indian executives are lower than that in other markets such as USA, Canada, UK etc. They also point out that the level of compensation in India is determined and capped as per section 309 of the Companies Act, 1956 which stipulates that remuneration paid to an individual whole time director should not exceed 5% of the net profits (computed as per section 349) of the company. In case of a decline in profits, the overall remuneration cap will also be lower to that extent.

Too much ado about nothing? Data compiled by IiAS for the SENSEX, BSE 100 and BSE 500 companies, indicates that the total remuneration paid to managing directors is below the prescribed limits - SENSEX 0.45%; BSE100 0.63% and BSE500 2.50% [refer figure 1]. Since the profitability levels differ for each of the indices, the remuneration paid as a percentage of net profits increase from SENSEX to BSE500. Historically too (since 2007-08), the remuneration figures have ranged around the current levels displaying little volatility (as can be seen in the chart).

The remuneration of executives in most companies appears to be linked to the change in bottom-line. Our analysis shows that broadly, changes in both the short-term (1 yr) and long-term (since FY08) remuneration are aligned with the change in profits [refer figure 2]. The SENSEX companies, being larger and more global are an exception, having seen a 15% growth in salaries vs 12% increase in profits between 2008 and 2012.

10%

10%

BSE100

FY11-FY12

(12%,9%)

BSE500

FY11-FY12

(-0.5%,-1%)

SENSEX

FY11-FY12

(16%,18%)

15% 5%

5%

15%

0%

SENSEX

FY08-FY12

(15%,12%)

BSE 100

FY08-FY12

(8%,9%)

BSE500

FY08-FY12

(5%,6%)

CAGR in PAT

CAGR in Remuneration

Sensex BSE100 BSE500

4yr growth 1yr growth

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

2007-08 2008-09 2009-10 2010-11 2011-12

SENSEX BSE 100 BSE 500

Figure 1: Average MD Remuneration as % of net profits

Source: CMIE (Prowess), IIAS Research

Figure 2: Growth in PAT vs Growth in remuneration: The growth in remuneration (represented by the x-axis) in a majority of cases is lower than the growth in PAT (represented by the y-axis). Below the green dotted line shows growth in salary>growth in profits

Source: CMIE (Prowess), IIAS Research

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As mentioned earlier, the alignment between pay and profits is largely on account of the remuneration structure, where a major portion of the salary is in the form of commissions. Since the commission is defined as a percentage of net profits, the salary levels typically fall or rise accordingly. This is a welcome trend and in line with good corporate governance practices. The average annual MD remuneration in FY12 for SENSEX companies was Rs.109 mn. For BSE100 and BSE500 companies, the annual remuneration ranged around Rs.62 mn and Rs.36 mn respectively. This is well below the average remuneration of Rs.280 mn or $5.3 mn (excluding stock options) for S&P500 companies. Even after adjusting for purchasing power parity (whereby we have considered that the rupee is currently undervalued by 60%), the remuneration is almost three-fold for the top 500 companies and supports the ‘agent’ argument that the pay of an average Indian CEO is well below their western counterparts. For detailed list of remuneration paid to top executives, please refer Annexure A. However, these numbers do not reflect the complete picture. While on average, Indian companies seem to be displaying a sense of moderation, there is a big difference between the average and median remuneration levels [refer figure 4]. This indicates that the overall aggregate is heavily skewed towards certain companies and their directors. The data compiled for the BSE100 companies show that the executive pay in companies is not uniformly distributed. It appears to be primarily driven by three critical parameters:

1. Ownership (private sector/public sector): not surprisingly, executive pay in public sector companies is far lower than for the private sector.

2. Management type (promoter/non-promoter): family controlled firms generally tend to draw higher salaries than firms which are run by professionals/outsiders.

3. Industry: the remuneration level varies greatly with the nature of the primary business of the company.

The above are explained in more detail below:

1. Diamonds and rust The pay disparity between private companies and PSUs has long been one of the most glaring characteristics of the Indian corporate sector

It is a well-known fact that pay levels in private sector companies are significantly higher than for its public sector peers. Executive directors working with the private sector (in BSE100), took home on average an annual remuneration of Rs.68.9 mn. In contrast the pay for public sector executives averaged just Rs.5.1 mn in 2010-11 [refer figure 5].

0 30 60 90 120

FY08

FY09

FY10

FY11

FY12

BSE500 BSE100 SENSEX

Figure 3: Trends in managerial remuneration (Rs.mn)

Source: CMIE (Prowess), IIAS Research

0

20

40

60

FY08 FY09 FY10 FY11 FY12

Average Median

Figure 4: Difference between average pay to median pay in BSE100 (Rs.mn)

Private Sector

FY08: Rs.55.4 mn

FY09: Rs.59.9 mn

FY10: Rs.62.3 mn

FY11: Rs.68.9 mn

FY12: Rs.77.5 mn

Public sector

FY08: Rs.1.8 mn

FY09: Rs.2.2 mn

FY10: Rs.4.0 mn

FY11: Rs.5.1 mn

FY12: NA

Figure 5: Comparison of average executive remuneration levels of private sector vs public sector (BSE100)

Source: CMIE (Prowess), IIAS Research

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2. Having your cake and eating it too “The salary of the chief executive of a large corporation is not a market award for achievement. It is frequently in the nature of a warm personal gesture by the individual to himself.” - John Kenneth Galbraith

In its recent consultative paper on corporate governance, SEBI proposes to review the nature of fiduciary responsibilities for controlling shareholders. This has been dictated by the rise in the number of instances where the controlling shareholders have used the company to steer their personal interests sacrificing the overall interest of the company, mostly through abusive RPTs and remuneration.

This is also observed in the data for BSE100 companies where there is a significant difference in the remuneration of executives in promoter-run firms vis-à-vis professionally-run firms. For FY12, the difference is more than three-fold, with promoter executives taking home an annual remuneration of Rs.121.7 mn on average while professional executives were paid an average remuneration of Rs.38.3 mn. Even after excluding PSUs (which were likely to bring down the average) from the analysis, the average remuneration for professionals was significantly lower at Rs.52.2 mn [refer figure 6]. If at all, this gap has increased over the period under review (Note our data does not include ESOPs given to professional CEOs. Adjusted for ESOP’s this difference may be less stark).

3. Health truly is wealth In FY12, executives in pharmaceutical/healthcare companies took home around 2% of the net profits in salary, as compared to the overall average of 0.63%.

We analysed industry-wise data on remuneration paid as a percentage of net profits. (For the purposes of this section, all the BSE100 companies have been categorized under the following industries – Manufacturing/Trading, Banking/Financial services, Healthcare/ Pharmaceutical, Service and Power/Energy. For the detailed classification, please (refer Annexure B).

Our analysis shows that executives in healthcare/pharmaceutical companies are the highest paid as compared to other industries, with an average annual remuneration close to 2% of the net profits [refer figure 7].

0.0

20.0

40.0

60.0

80.0

100.0

120.0

140.0

FY08 FY09 FY10 FY11 FY12

Prom

Non-Prom

Non-Prom (excluding PSU)

Figure 6: Average remuneration levels in promoter run companies vs others

Source: CMIE (Prowess), IIAS Research

Avg

Banking / Fin services

Healthcare / Pharma

Manufacturing / Trading

Power / Energy

Services

0% 1% 2% 3% 4% 5% 6% 7%

Overall Average

Figure 7: Industry wise distribution of MD remuneration (as % of net profits)

Low Median

High

Source: CMIE (Prowess), IIAS Research

Avg

‘Low’ and ‘High’ indicates the lowest and highest executive remuneration as % of net profits for companies in the respective sectors

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This may partially be attributed to the fact that six out of the seven pharmaceutical companies in the index are run by the promoter family. And as discussed later, promoter run companies tend to pay themselves higher salaries than others. This also reflects the low remuneration levels in the banking and service sectors, which are predominantly run by non-promoters/professionals with salary levels being closely monitored by the Reserve Bank of India and more egalitarian wage structures. On the other hand, the power/energy sector has the lowest average remuneration (0.04% of net profits). This is mainly due to the presence of a large number of public sector units (10 out of 14 companies in the sector are PSUs), where the pay levels are substantially lower [refer figure 6].

Hence investors need to note that while the industry is often a key determinant of remuneration, it needs to be seen through the prism of who is being paid and a firm’s ownership.

The Pareto Effect The Pareto principle, named after the Italian economist Vilfredo Pareto, explains factor sparsity. It is now better known as the 80:20 principle which states that roughly 80% of the results can be explained by 20% of the causes. While the original principle put forth the 80-20 relationship, nowadays the principle is widely used to describe any causal relationship wherein the ‘vital few’ dominate the majority. This explains why the average the variation between average employee salary and CEO salary is 285x but the median of 85x.

This pattern also holds for companies in the BSE100 index, wherein the overall pay levels are skewed heavily towards the top quartile, with a minimum remuneration of Rs.76 mn and maximum remuneration of Rs.734.2 mn. In contrast, the bottom 75 companies (quartiles 2, 3 and 4) have a minimum and maximum remuneration of Rs.0.1 mn and Rs.75.4 mn respectively [refer figure 8].

Average annual remuneration (Rs.mn)

Quartile 1 (24 firms)

Quartile 2 (24 firms)

Quartile 3 (24 firms)

Quartile 4 (25 firms)

0

75

734

Figure 8: Quartile-wise remuneration in BSE100 companies

Source: CMIE (Prowess), IIAS Research Note – Three firms – Punjab National Bank, Sun Pharma and Union Bank of India have not been considered due to unavailability of data

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Size does(n’t) matter While market cap/size of operations is expected to drive the overall remuneration level, we often find that the top paying companies in the BSE100 are much smaller in size than many of the other index constituents

An analysis of the five highest salary paying companies in the BSE 100 shows that in the last few years, many of the larger firms like RIL, L&T etc. have been replaced by smaller firms such as Divis Laboratories [refer figure 9].

What is also notable, albeit not surprising is that most of the top firms are run by the promoters themselves. Clearly this is a worrisome trend as IiAS believes that the CEO’s remuneration levels should be comparable, irrespective of whether the CEO represents the promoter or is a professional.

2007-08 2008-09 2009-10 2010-11 2011-12

0

100

200

300

400

500

600

700

800

900

Figure 9: Year-wise top five highest remuneration paying companies in BSE100

Diameter of each circle represents the relative size of each company in terms of its total revenues

An

nu

al

rem

un

era

tio

n (

Rs.

mn

)

Source: CMIE (Prowess), IIAS Research

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0

20

40

60

80

100

120

140

FY08 FY09 FY10 FY11 FY12

MD Executive Non-exec

Better paying boards During the last five years, the average board remuneration (i.e. what the entire board was paid in the form of sitting fees, salaries and commission) has steadily grown by 42% from Rs.91 mn to Rs.130 mn. The increase is reflected in the compensation level for all classes of directors [refer figure 11]. The remuneration for executive directors usually comprise of multiple components like basic, HRA, commissions, bonuses, perquisites, allowances, stock options and retirement benefits. For non-executive directors the remuneration may be paid only in the form of sitting fees, commissions and re-imbursements. While the current laws allow stock options to be awarded to independent directors, the new Companies Bill 2012 (as passed by Lok Sabha) has proposed to discontinue this practice. An industry-wise distribution of board remuneration across the BSE100 index for FY12 is given in figure 10. As per the provisions of the Companies Act, 1956 (as well as the new Companies Bill 2012), the remuneration of each class of director is capped at a specific threshold computed as a percentage of net profits:

As per section 198, the aggregate remuneration paid to all the board members cannot exceed 11% of the net profits

As per section 309, the aggregate remuneration paid to all executive directors cannot exceed 10% of the net profits, with a cap of 5% for each individual director

By extension of the above two points, section 309 also restricts the aggregate remuneration for all non-executive directors at 1% of net profits (the threshold is 3% if there is no executive director)

1.30% of profit

1.22% of profit

2007-08

MD/CEO

2011-12

Exec

Non-Exec

0.66%

0.52%

0.12%

0.63%

0.48%

0.11%

Source: CMIE (Prowess), IIAS Research

(Rs.mn)

>450

<450

<300

<150

<50

No of companies

Manufacturing Banking

Healthcare Power

Services

4

8

18

28

39

Figure 10: Distribution of board remuneration across industries

Source: CMIE (Prowess), IIAS Research

Figure 11: Board level remuneration for BSE 100 (Rs.mn)

Figure 12: Board level remuneration for BSE 100 as a % of net profits

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The actual payments have been lower. While the board, in aggregate, was paid 1.3% of net profits as compensation in 2007-08, this further declined to 1.22% in 2011-12, albeit of a larger pie. As can be seen from figure 12 above, the drop has been uniform across all three categories of directors. But how does the remuneration of the board compare to that of the average employee? Our analysis shows that this difference is disproportionately high for many companies. For most of the family-owned businesses, the controlling shareholders take home a large chunk of the overall staff costs – as detailed below.

It’s all in the family The growth and performance of any company depends on the quality of its human resources. Consequently the remuneration paid is not just a price but acts primarily as a motivating tool aimed at incentivising the entire workforce. In this context, it is important to maintain a balance between the remuneration paid to the senior management and the average employee in the organization. This view has also been articulated by management experts like Peter Drucker and practitioners like Narayana Murthy, who have advocated that the ratio of CEO remuneration to average employee remuneration be capped at 20-25x. Globally this ‘rule’ is rarely observed. Studies show that in developed markets like US and Canada, CEOs generally earn 200-300 times the average employee salary. In India, data for the SENSEX companies reveals that in FY12, executives were paid a median remuneration which was 85 times that of the average employee. Investors may however take some comfort in that the average employee remuneration too, and not just the CEO’s, has grown since 2010 [refer figure 13].

Staff costs (Rs.mn)

Family remuneration

Here too we find promoters feathering their nests: In promoter-run companies, the ratio of CEO pay to average

employee pay is extremely high. In the SENSEX, the median ratio for such companies was 191x as compared to the overall SENSEX median of 85x.

Many of the promoter-run companies have multiple family members and promoter relatives on the board and on most occasions, the family members are given very high compensation. The total remuneration paid to the promoter family in SUN TV is as high as 69% of the overall staff costs. The top 5 such companies is listed in the figure 14 above.

1.0

1.1

1.2

1.3

FY10 FY11 FY12

MD Avg employee PAT

Figure 13: Movement of MD remuneration vs avg employee remuneration in SENSEX firms

Source: CMIE (Prowess), IIAS Research

Figure 14: Top 5 firms with highest family remuneration as % of staff costs 7355

12%

921

14%

3863

19%

1455

22%

Hero Motocorp Sterlite Industries Jindal Steel & Power Divis Laboratories

1641

69%

Sun TV

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The gap in pay has gradually widened over the last few years – a common observation in most BSE 100 companies. This is an unhealthy trend. Although the value of ESOP’s has not been considered while arriving at the professional managers pay, anecdotally we believe the result may not be materially different.

Jindal Steel and Power: Naveen Jindal’s (promoter chairman) salary in FY12 was almost 25 times the remuneration of the group vice-chairman Vikrant Gujral. The difference has been consistently high in the last three years.

Bharti Airtel: In FY12, Sunil Mittal (promoter chairman) was paid an annual remuneration of Rs.212.9 mn, whereas Manoj Kohli, who was the joint managing director and CEO was only paid Rs.14.5 mn.

Ultratech Cement: In Ultratech Cement, Kumar Mangalam Birla is a non-executive promoter chairman and was paid an annual remuneration of Rs.225.1 mn in FY12. OP Puranmalka, the only executive director on the board, was paid only Rs.51 mn in contrast. It may be noted here that Kumar Birla also received remuneration from other Birla group companies in the BSE 100 index – Grasim Industries (Rs.97.1 mn), Hindalco Industries (Rs.130.6 mn) and Idea Cellular (Rs.0.1 mn).

0

100

200

300

400

500

600

700

800

2007-08 2008-09 2009-10 2010-11 2011-12

JSP

Bharti

Ultratech

JSW

Indiabulls

Chalk and cheese While the responsibilities of the promoter CEO and the non-promoter executive directors on the board are mostly similar, there is a wide disparity in the pay of these two classes of directors

The difference in remuneration levels of chief executives in family owned businesses and professionally managed companies has already been discussed earlier. In addition it is also observed that, in most promoter run firms, there is a stark difference in the pay levels of members of the promoter family and the next level of non-promoter executives. Table: Difference between pay levels of promoters and professional directors in FY12

Company Name Promoter

pay (Rs.mn) Professional

pay (Rs.mn)# Difference

(x)#

Jindal Steel & Power 734.2 29.8 24.6

Bharti Airtel 212.9 14.5 14.7

Ultratech Cement* 225.1 51.9 4.3

JSW Steel 181.8 33.9 5.4

Indiabulls Fin. Services 165.8 30.4 5.5 *non-executive promoter # excluding stock options

Figure 15: Difference between promoter and professional pay in promoter run companies (Rs.mn)

Source: CMIE (Prowess), IIAS Research

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Company Profit

Margin 3-yr growth in MR/3-yr

growth in revenues Managerial

remuneration (MR) MR/Avg Employee

Remuneration Board Remuneration

(BR)/PAT BR/Staff

costs

Bajaj Auto 14.2% 0.66 110.80 177.0 1.06% 6.0%

BHEL 13.3% 3.49 7.20 4.6 0.04% 0.1%

Bharti Airtel 13.6% -0.32 212.90 313.3 0.49% 2.1%

Cipla Ltd 15.6% -1.34 66.50 82.5 1.40% 2.5%

Coal India Ltd 83.8% NA 5.30 1.7 0.02% 0.5%

Dr. Reddy's 13.3% 0.75 110.70 191.7 3.51% 3.7%

GAIL Ltd 8.8% 1.95 5.40 3.4 0.08% 0.5%

HDFC 23.4% 0.34 55.20 45.7 0.33% 6.7%

HDFC Bank 15.6% 1.22 48.90 95.0 0.24% 0.4%

Hero MotoCorp 9.2% 0.93 344.70 286.2 3.82% 13.0%

Hindalco Inds 7.7% 1.82 195.00 349.9 1.49% 3.1%

Hindustan Unilever 11.4% 39.99 97.40 139.2 0.77% 1.9%

ICICI Bank 15.6% 15.74 42.50 70.5 0.20% 0.4%

Infosys 25.2% 1.56 48.80 47.3 0.30% 0.2%

ITC 17.1% 0.57 98.50 189.5 0.27% 1.3%

Jindal Steel & Power 13.9% 2.13 734.20 2090.8 3.79% 25.6%

L & T 8.1% 0.56 162.60 208.9 1.52% 1.9%

Mahindra 8.2% 0.71 40.70 42.7 0.30% 0.5%

Maruti Suzuki 4.0% 0.60 28.10 29.9 0.59% 1.1%

NTPC 14.1% 3.43 4.60 3.4 0.03% 0.1%

ONGC 28.5% 2.35 4.50 2.2 0.01% 0.0%

RIL 5.8% 0.00 150.00 121.4 0.23% 1.6%

SBI 9.6% -0.42 1.50 1.9 0.01% 0.0%

Sterlite 7.6% 1.25 125.10 1837.1 1.00% 20.8%

Sun Pharma NA NA 19.90 86.1 NA 0.0%

Tata Motors 26.1% 4.65 239.70 260.0 2.75% 1.3%

Tata Power 2.1% 0.10 24.50 21.8 1.03% 2.3%

Tata Steel 12.1% 0.65 64.22 75.4 0.22% 0.5%

TCS 16.9% 1.13 80.10 85.7 0.24% 0.1%

Wipro 14.2% 2.21 43.80 44.3 0.21% 0.1%

The way ahead The remuneration structure needs to be more transparent, granular and in line with good corporate governance practices

While the mix of fixed and variable pay is welcome, most companies have an opaque and non-granular structure which is not benchmarked to key indicators. Shareholders, who vote on executive pay, are often clueless about the final level of compensation as the resolutions are open-ended and range-bound. Further, a lot of discretion and authority is given to the board/remuneration committee which makes limited practical sense in a promoter controlled company.

In view of the above, we propose some changes in the pay structure:

Remuneration level: The remuneration paid to all executives should be benchmarked to certain key parameters, which will ensure that excessive pay practices are curbed and the compensation is in line with the financial health of the company. These parameters can be broadly clubbed into three categories: o Financial – remuneration to be linked with growth in revenues,

PAT, operating margin, etc. o Non-financial – remuneration to be capped vis-à-vis average

employee remuneration, overall staff costs, etc. o Comparative – remuneration should be comparable to that of

predecessor, industry peers and last-drawn salary

LOW HIGH Figure 16: SENSEX Heat Map - FY12

Source: CMIE (Prowess), IIAS Research

Risk Level

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A comparative analysis of the SENSEX companies with respect to the aforementioned parameters is displayed above. As can be seen from the table, only 11 of the SENSEX 30 companies are in the green when benchmarked to some of the key indicators. Disclosures: Shareholders resolutions for the appointment of

executive directors are usually supplemented with an explanatory statement which provides details on the proposed remuneration structure. However, the disclosure standards are often inadequate and lack in both content and clarity. Companies need to address this issue urgently and following items to be highlighted in detail for shareholders to take a more informed decision: o Basic Pay o Monetary value of all perquisites, allowances and retiral benefits o Commissions and bonus: Companies are expected to define an

absolute amount of commission/bonus and disclose it to shareholders

o Amount and details of stock options awarded

Approval Process: Currently, the approval process for director remuneration entails passing a special resolution at the company’s general meeting. However given that most companies in India are family-owned, we find that such resolutions are carried easily even when minority shareholders oppose the proposed remuneration. A more transparent approach is therefore required. We propose that the approval process be structured based on the overall remuneration level. If the proposed pay is: o Less than 2% of average net profits in preceding three years and

does not exceed Rs.50 mn - shareholder approval is sufficient o More than 2% of average net profits in preceding three years or

exceeds Rs.50 mn – the remuneration committee should disclose the benchmarks used to arrive at the final remuneration along with their respective weightages. Shareholders can then vote accordingly

o More than 5% of average net profits in preceding three years or exceeds Rs.100 mn – along with detailed benchmarks, independent directors should provide their opinion on the compensation for the benefit of shareholders. Further, ‘interested’ directors should refrain from voting on such resolutions

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Annexure A Back

# Name Company Name Designation Salary (Rs.mn)

1 Naveen Jindal Jindal Steel & Power Chairman & MD 734.2

2 Kalanithi Maran Sun TV Chairman 570.1

3 Kavery Maran Sun TV Executive Director 570.1

4 Kumar Mangalam Birla[1] Aditya Birla Group Group Chairman 471.1

5 Pawan Munjal Hero Motocorp MD & CEO 344.7

6 Brijmohan Lall Munjal Hero Motocorp Chairman 344.4

7 Narendra K. Patni[2] Patni Computers Former director 299.7

8 P.R Ramasubrahmaneya Rajha Madras Cements Chairman & MD 293.4

9 B.G Raghupathy BGR Energy Chairman & MD 259.8

10 Sajjan Jindal[3] JSW Group Chairman & MD 253.3

11 Sunil Bharti Mittal Bharti Airtel Chairman & MD 250.4

12 Carl Peter Forster Tata Motors Former MD & CEO 239.7

13 Murali K Divi Divi’s Labs Chairman & MD 231.5

14 Rick Bott Cairn (India) Former COO 227.8

15 Sunil Munjal Hero Motocorp Joint MD 211.4

16 D Bhattacharya Hindalco MD 195.0

17 Prathap Reddy Apollo Hospitals Chairman 171.6

18 Sameer Gehlaut Indiabulls Financial Chairman 165.6

19 Jeya Kumar Patni Computers Former CEO 163.1

20 Jignesh Shah Financial Technology Chairman & MD 155.1

21 Mukesh Ambani Reliance Industries Chairman & MD 150.0

22 Desh Bandhu Gupta Lupin Chairman 150.0

23 N. Srinivasan India Cements Vice Chairman & MD 148.6

24 Rahul Dhir Cairn (India) MD & CEO 142.6

25 Ratan Tata Tata Group Former group chairman 140.1

Source: Business India

[1] Chairman across four companies – Grasim, Aditya Birla Nuvo, Hindalco and Ultratech Cement

[2] Includes severance payment of Rs.152.9 mn, paid by Patni Americas Ltd (wholly owned subsidiary of Patni Computers)

[3] Chairman across JSW Steel and JSW Energy

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Annexure B Back

# Company Name Sector # Company Name Sector

1 A B B Ltd. Mfg/Trading 51 Indusind Bank Ltd. Banks/Financial services

2 A C C Ltd. Mfg/Trading 52 Infosys Ltd. Services

3 Adani Enterprises Ltd. Mfg/Trading 53 J S W Steel Ltd. Mfg/Trading

4 Adani Ports & SEZ Mfg/Trading 54 Jaiprakash Associates Mfg/Trading

5 Adani Power Ltd. Power/Energy 55 Jindal Steel & Power Ltd. Mfg/Trading

6 Ambuja Cements Ltd. Mfg/Trading 56 Kotak Mahindra Bank Banks/Financial services

7 Ashok Leyland Ltd. Mfg/Trading 57 L I C Housing Finance Banks/Financial services

8 Asian Paints Ltd. Mfg/Trading 58 Larsen & Toubro Ltd. Mfg/Trading

9 Axis Bank Ltd. Banks/Financial services 59 Lupin Ltd. Healthcare/Pharma

10 Bajaj Auto Ltd. Mfg/Trading 60 Mahindra & Mahindra Mfg/Trading

11 Bank Of Baroda Banks/Financial services 61 Maruti Suzuki India Ltd. Mfg/Trading

12 Bank Of India Banks/Financial services 62 N H P C Ltd. Power/Energy

13 Bharat Forge Ltd. Mfg/Trading 63 N M D C Ltd. Mfg/Trading

14 BHEL Mfg/Trading 64 N T P C Ltd. Power/Energy

15 BPCL Power/Energy 65 Nestle India Ltd. Mfg/Trading

16 Bharti Airtel Ltd. Services 66 ONGC Power/Energy

17 Cairn India Ltd. Mfg/Trading 67 Power Finance Corpn. Power/Energy

18 Canara Bank Banks/Financial services 68 Power Grid Corpn Power/Energy

19 Cipla Ltd. Healthcare/Pharma 69 Punjab National Bank Banks/Financial services

20 Coal India Ltd. Mfg/Trading 70 Ranbaxy Laboratories Healthcare/Pharma

21 Colgate-Palmolive Mfg/Trading 71 Reliance Capital Ltd. Banks/Financial services

22 Crompton Greaves Mfg/Trading 72 RCOM Services

23 Cummins India Ltd. Mfg/Trading 73 Reliance Industries Ltd. Power/Energy

24 D L F Ltd. Mfg/Trading 74 Reliance Infrastructure Mfg/Trading

25 Dabur India Ltd. Mfg/Trading 75 Reliance Power Ltd. Power/Energy

26 Divi'S Laboratories Ltd. Healthcare/Pharma 76 Rural Electrification Corp Power/Energy

27 Dr. Reddy'S Healthcare/Pharma 77 Satyam Computer Services

28 Exide Industries Ltd. Mfg/Trading 78 Sesa Goa Ltd. Mfg/Trading

29 Federal Bank Ltd. Banks/Financial services 79 Shriram Transport Fin Banks/Financial services

30 G A I L (India) Ltd. Power/Energy 80 Siemens Ltd. Mfg/Trading

31 G M R Infrastructure Ltd. Mfg/Trading 81 State Bank Of India Banks/Financial services

32 Glenmark Pharma Healthcare/Pharma 82 Steel Authority Of India Mfg/Trading

33 Godrej Consumer Prod Mfg/Trading 83 Sterlite Industries (India) Mfg/Trading

34 Grasim Industries Ltd. Mfg/Trading 84 Sun Pharma Industries Healthcare/Pharma

35 H C L Technologies Services 85 Suzlon Energy Ltd. Mfg/Trading

36 H D F C Bank Ltd. Banks/Financial services 86 Tata Chemicals Ltd. Mfg/Trading

37 Hero Motocorp Ltd. Mfg/Trading 87 TCS Services

38 Hindalco Industries Ltd. Mfg/Trading 88 Tata Global Beverages Ltd. Mfg/Trading

39 HPCL Power/Energy 89 Tata Motors Ltd. Mfg/Trading

40 Hindustan Unilever Ltd. Mfg/Trading 90 Tata Power Co. Ltd. Power/Energy

41 Hindustan Zinc Ltd. Mfg/Trading 91 Tata Steel Ltd. Mfg/Trading

42 HDIL Mfg/Trading 92 Titan Industries Ltd. Mfg/Trading

43 HDFC Banks/Financial services 93 Ultratech Cement Ltd. Mfg/Trading

44 I C I C I Bank Ltd. Banks/Financial services 94 Union Bank Of India Banks/Financial services

45 I D B I Bank Ltd. Banks/Financial services 95 Unitech Ltd. Mfg/Trading

46 I D F C Ltd. Banks/Financial services 96 United Phosphorus Ltd. Mfg/Trading

47 I T C Ltd. Mfg/Trading 97 United Spirits Ltd. Mfg/Trading

48 Idea Cellular Ltd. Services 98 Wipro Ltd. Services

49 Indiabulls Financial Services Banks/Financial services 99 Yes Bank Ltd. Banks/Financial services

50 Indian Oil Corpn. Ltd. Power/Energy 100 Zee Entertainment Services

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