CS Professional · Environmental, Social and Governance (ESG) - Principles and Practice · Concept of Governance in Professional Managed Company and Promoters Driven Company
Kaveri Textiles Ltd, with no identified promoter, has a board of 8 directors. The Chairperson, a non-executive director, wants shareholders to be able to remove underperforming management. Which feature of a professionally managed company most directly supports this objective?
Shareholders can vote directors out, but because holdings are widely dispersed each has little incentive to monitor management. Active engagement by institutional investors and stewardship therefore becomes the practical mechanism for holding management accountable in a professionally managed company.
- AWidely held shares allow shareholders to vote out directors, but dispersed holders face collective action difficulty, so institutional investors' engagement becomes importantCorrect
- BA promoter family can veto any board change through a blocking shareholding
- CManagement is permanently entrenched since no one owns the company
- DShareholders have no voting rights on director appointments
Explanation
Shareholders can appoint and remove directors by voting, but with dispersed holdings individual shareholders lack incentive to monitor, creating a collective action problem. Institutional investors and stewardship engagement help overcome this. A promoter veto exists only in promoter-driven firms.
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