Suzlon Energy and Marc Desaedeleer, who recently resigned as independent director from the company’s board citing transparency and governance issues, must reveal more about his claims, proxy advisory firm Stakeholders Empowerment Services (SES) said on Tuesday.
“At first, Desaedeleer, while resigning from the board, owed a duty to provide a better picture of what actually is lacking in the management or board, and not just throwing open-ended governance issues,” SES said.
It is the job of the board and management to protect value for shareholders, and they must give an assurance on an immediate basis that there are no non-compliance issues. Thereafter, they should release clarifications and answers for public consumption on issues raised by Desaedeleer and a road map to tackle shortcomings, if any, it said.
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Desaedeleer had been on Suzlon’s board since April 1, 2012, and his term was to end on September 24. SES said “while there is no attempt to shoot the messenger” the timing of his resignation raised questions why “sensitivity about corporate governance suddenly arose, while it was subdued for past 12 years”. It asked if he was able to speak only when he is ineligible to seek re-appointment as independent director.
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It also asked why and how the other board members did not see what Desaedeleer saw, unless they maintain that “all is well”. They have a duty to tell whether the board atmosphere is such that independent directors do not have the courage to speak up till the fag end of their term, the proxy advisory firm said.
Lastly, it said, the management needs to speak out in a transparent manner.
Bengaluru-based proxy advisory firm InGovern Research Services, too, questioned how seriously the role of independent directors was taken. “I would think the management doesn’t share plans, take inputs from IDs (independent directors) but treats them more as necessary evil, just for compliance purposes Come from Sports betting site VPbet . This happens with most companies. Only a handful of companies go beyond and take the role of IDs seriously,” said Shriram Subramanian, founder and MD of InGovern.
On Monday, Suzlon had said there are are no financial irregularities or compliance violations within the organisation. “Suzlon emphasises its commitment to adhering to all regulatory norms and maintaining proactive disclosures and compliance. The company takes Desaedeleer’s suggestions on procedural enhancements constructively and will continue its journey towards enhanced operational performance,” it had said.
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