Professor Biju Varkkey

The Securities and Exchange Board of India (SEBI) has made Business Responsibility and Sustainability Reporting (BRSR) mandatory for the top 1000 listed entities, focusing on Environment, Social, and Governance (ESG) regulatory disclosures. As ESG becomes a key agenda item for boards and committees due to increasing regulations, the roles of Company Secretaries in Indian public listed companies are expected to expand. However, there is a lack of research on the relationship between company secretaries and board effectiveness, especially concerning strategic decision-making in the ESG context. While literature covers the relationship between corporate strategic decisions and boards, the specific role of company secretaries in shaping corporate governance, particularly in supporting ESG in Indian public listed companies, remains unexplored. By using the 'legitimacy theory' and 'organization role theory' this research aims to delve into the evolving role of company secretaries in enhancing board effectiveness within the ESG framework.

Professor Aditya Moses

Numerous organizations operate with a purpose that goes beyond mere commercial pursuits. However, the ever-changing external environment can compel organizations to alter their operations. For instance, nonprofit social enterprises, driven by the need to generate commercial revenues, may shift their focus from social to economic value creation, necessitating a renewal of their governance structure to maintain a balance between the two. This transition may lead to mission drift, where the organization's core values become precarious amid environmental complexities. The current typologies of hybrid organizations fail to consider the influence of governance on these organizations. Governance plays a crucial role in preventing mission drift, establishing control mechanisms, and ensuring meaningful outcomes for beneficiaries. However, in some cases, mission drift can be a viable response to values-based complexity. Thus, organizations should be seen not only as governance mechanisms for protecting values but also as equilibrating mechanisms that coordinate the interests of multiple stakeholders. This research project aims to study the evolution of governance mechanisms in social enterprises and its impact on social and  organizational performance.

Professor: Chitra Singla

Sustainability has become an indispensable challenge for organisations worldwide, where environmental, social and governance (ESG) performance is now as critical as financial performance for long-term success. Investors, including institutional investors, consider ESG factors when making investment decisions due to its positive influence on a firm's financial performance, leading to higher market value, lower capital costs, and an enhanced reputation that also supports international expansion efforts.

This study investigates the relationship between a firm's sustainability performance and the completion of cross-border mergers and acquisitions (CBMA). CBMAs often face legitimacy deficits stemming from legal, regulatory, cultural, financial, shareholder activism and political differences. The research suggests that firms with higher ESG performance are more likely to gain organisational legitimacy, thereby increasing the probability of successfully concluding CBMA deals. By recognising the impact of sustainability on international business endeavours, organisations can strategically position themselves for long-term growth and success in a competitive global landscape.

Abstract: This study examines the impact of directors’ education and work experience on institutional and retail shareholder votes on their appointments to firm boards. The results indicate that institutional shareholders’ dissent is negatively related to the directors’ education level. More specifically, the results indicate that institutional voters are mindful of directors’ academic majors and express lower dissent on the appointment of directors who hold a master’s degree in management or when directors holding engineering degrees are appointed in firms operating in industries requiring such experience. We also find evidence of higher shareholder support for directors with government experience. Further, directors from a legal background face lower institutional dissent in firms which are exposed to high litigation risk More importantly our results indicate that retail shareholder dissent is not associated with director characteristics discussed above. This result further bolsters the role of institutional shareholders in strengthening corporate governance mechanisms.

Abstract: Employing a novel setting where shareholders vote on the adoption of annual financial statements, this study examines the relationship between shareholders’ voting dissent and the quality of reported earnings using distinct data of institutional and retail shareholders’ votes in over 4,400 annual general meetings (AGM) of Indian firms. The percentage of dissent by institutional shareholders varies inversely with the earnings quality of the firms. In contrast, retail shareholders’ dissent is influenced by the firm’s financial performance but not earnings quality. This supports the hypothesis that institutional investors understand and care for earnings quality unlike retail investors who are considered less sophisticated. In addition, we find that the negative relationship between earnings quality and institutional dissent is more pronounced in firms with higher incentives to manipulate earnings, such as those with younger listing ages, higher market-to-book ratios, high stock return volatility, and in firms with foreign institutional investment, showing a strengthened governance focus by institutional investors in these contexts. Institutional dissent is also linked to negative stock market reaction, future auditor and top management resignations, and improved earnings quality in the following year. Thus, institutional dissent serves as a monitoring, disciplining, and correcting mechanism.