Two proxy firms—Institutional Investors Advisory Services (IiAS) and InGovern Research—had asked ZEE shareholders to vote against the re-appointment of Kurien and Chokhani alleging corporate governance issues as the reasons for their negative recommendations.
ZEE said in a statement that the directors decided to step down from the board due to their personal reasons and to pursue other interests.
“Under the mentorship of Chokhani and Kurien, along with all the members of the Board, the interest of the shareholders has always been paramount for the company, and it is committed to maintain the highest standards of governance and transparency,” ZEE said in the statement.
It maintained that the speculations disparaging the contribution of the said directors are baseless and arise out of inadequate understanding of the industry.
R Gopalan, chairman at ZEE, said, “The board of ZEE unanimously applauds Ashok Kurien and Manish Chokhani, commending their professional conduct during their association with the company. It has been our privilege to have such esteemed members as part of the Board, and their contributions towards the company remain significant.”
He added that as someone who was involved closely with ZEE from early days, Kurien played a key role in steering the company to newer heights with his contribution arising out of deep understanding and knowledge of the media industry.
About Chokhani, Gopalan added that as one of India’s most respected financial experts and investors, his astute management skills coupled with his analytical abilities have been of tremendous value to the Board.
“Manish has always been steadfast in his support towards ZEE and has guided the leadership team to higher success by setting new standards of performance excellence. On behalf of the entire ZEE family, I would like to thank Ashok and Manish for their guidance and support, and we wish them success in every future endeavour.”
IiAS had stated that both Kurien and Chokhani were members of the audit committee in FY20 and are accountable for the losses on account of related party transactions as well as governance concerns outlined by previous independent directors, which resulted in significant erosion in shareholder wealth.
Further, it was alleged that as a member of the nomination and remuneration committee (NRC) of ZEE, Kurien was also accountable for the manner in which CEO remuneration had been managed in FY21 as Goenka’s pay increased by 46% — higher than what was approved by shareholders in the 2020 AGM — while employees were given no raise.
ZEE said that these two distinguished and noteworthy names in the corporate sector have been advisors to several leading companies and have inculcated strong corporate governance ethics amongst them over the years.
ZEE is staring at a boardroom battle between the promoter family and the largest shareholder Invesco, which wants to oust MD & CEO Punit Goenka from the board.
Invesco, in a notice dated September 11, has asked for an extraordinary general meeting (EGM) of the company, seeking removal of Goenka, along with Chokhani and Kurien and proposed induction of six new independent directors on the company’s board.