TaxTMI 
TaxTMI 
Stewardship Code for all Mutual Funds and all categories of AIFs, in relation to their investment in listed equities
X X X X Extracts X X X X
X X X X Extracts X X X X
....ment with their investee companies. Such activities are commonly referred to as 'Stewardship Responsibilities' of the institutional investors and are intended to protect their clients' wealth. Such increased engagement is also seen as an important step towards improved corporate governance in the investee companies and gives a greater fillip to the protection of the interest of investors in such companies. 2. SEBI has already implemented principles on voting for Mutual Funds through Circulars dated March 15, 2010 and March 24, 2014, which prescribed detailed mandatory requirements for Mutual Funds in India to disclose their voting policies and actual voting by Mutual Funds on different resolutions of investee companies. 3. SEBI along ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ce Stewardship responsibilities include monitoring and actively engaging with investee companies on various matters including performance (operational, financial, etc.), strategy, corporate governance (including board structure, remuneration, etc.), material environmental, social, and governance (ESG) opportunities or risks, capital structure, etc. Such engagement may be through detailed discussions with management, interaction with investee company boards, voting in board or shareholders meetings, etc. Every institutional investor should formulate a comprehensive policy on how it intends to fulfill the aforesaid stewardship responsibilities and disclose it publicly. In case any of the activities are outsourced, the policy should provid....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ar segregation of voting function and client relations/ sales functions. d. Policy for persons to recuse from decision making in case of the person having any actual/ potential conflict of interest in the transaction. e. Maintenance of records of minutes of decisions taken to address such conflicts. 3. Periodical review and update of such policy and public disclosure. * Principle 3 Institutional investors should monitor their investee companies. Guidance As a part of the aforesaid comprehensive policy, institutional investors should have a policy on continuous monitoring of their investee companies in respect of all aspects they consider important which shall include performance of the companies, corporate governance, strategy, ri....
X X X X Extracts X X X X
X X X X Extracts X X X X
....tion and the procedures adopted to ensure insider trading regulations are complied with in such cases. * Principle 4 Institutional investors should have a clear policy on intervention in their investee companies. Institutional investors should also have a clear policy for collaboration with other institutional investors where required, to preserve the interests of the ultimate investors, which should be disclosed. Guidance Institutional investors should have a clear policy identifying the circumstances for active intervention in the investee companies and the manner of such intervention. The policy should also involve regular assessment of the outcomes of such intervention. Intervention should be considered even when a passive inves....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... be for/against/abstain, disclosure of voting, etc. The voting policy, voting decisions (including rationale for decision), use of proxy voting/voting advisory services, etc. should be publicly disclosed. The voting policy shall, inter-alia, include the following: 1. Mechanisms to be used for voting (e.g. e-voting, physically attending meetings, voting through proxy, etc.) 2. Internal mechanisms for voting including: a. Guidelines on how to assess the proposals and take decision thereon b. Guidelines on how to vote on certain specific matters/ circumstances including list of such possible matters/circumstances and factors to be considered for a decision to vote for/ against/ abstain c. Formulation of oversight committee as an es....