About 16% Reliance Shareholders Oppose the Reappointment of Aramco Chairman as Director

Reliance Industries' shareholders have approved the reappointment of Saudi Aramco Chairman Yasir Othman H Al-Rumayyan as an independent director on the company's board for five years but over 16 per cent voted against the proposal.

In a stock exchange filing, Reliance said its shareholders through a postal ballot approved the reappointment of Al Rumayyan as well as the appointment of Haigreve Khaitan as independent directors on the board.

They also approved the reappointment of long-time company executive P M S Prasad as a director for another 5 years.

The resolution for reappointment of Al Rumayyan was carried with 83.97 per cent voting in favour of the resolution. As many as 16.02 per cent voted against it, the filing showed.

Al-Rumayyan, who also heads Saudi Arabia's Public Investment Fund - among the largest sovereign wealth funds in the world, was first appointed on Reliance board in 2021 for a three-year term. His first term ends on July 18, 2024. And now he has been reappointed till July 18, 2029.

Khaitan, who is a partner in Khaitan & Co, was appointed as independent director for five years starting April 1, 2024. But the resolution for his appointment too saw nearly 13 per cent shareholders voting against it.

As many as 87.15 per cent shareholders voted in favour of his appointment, the filing showed.

He has been brought in to provide legal heft to the board. Late M L Bhakta, founding partner of Kanga & Co, was the last legal luminary on Reliance board, serving for nearly 42 years till he stepped down due to his advancing age in 2019.

The company has not had any legal professional as a member on its board since 2019, the shareholder resolution said. "Considering the size and complexity of the operations of the company and the evolving global and local regulatory landscape particularly in consumer and technology businesses, (it was) thought fit that induction of a vastly experienced senior legal professional as a member of the Board of Directors of the company would be in the interest of the company."

Both Al-Rumayyan and Khaitan will be paid remuneration by way of fee for attending meetings of the Board or Committees, reimbursement of expenses for participating in the board and other meetings and profit related commission, the resolutions read.

Prasad, 72, was reappointed as an executive director through a special resolution as he had crossed the 70-year threshold age set in the companies law for appointment of a director through ordinary resolutions.

He has been on the company board since August 21, 2009 and currently leads exploration and production (E&P) and refining and marketing businesses of Reliance.

Resolution seeking his reappointment was passed with 93.69 per cent voting in favour and 6.3 per cent against, the filing showed.

Prasad will be paid salary, perquisites and allowances "in the range of Rs 10 crore to Rs 15 crore per annum," the shareholder resolution said adding annual increments shall be determined by the Human Resources, Nomination and Remuneration Committee of the Board.

His perquisites and allowances include "accommodation (furnished or otherwise) or house rent allowance in lieu thereof; house maintenance allowance together with reimbursement of expenses and / or allowances for utilisation of gas, electricity, water, furnishing and repairs, medical assistance and leave travel concession for self and family including dependents."

He shall also be reimbursed "expenses incurred for travelling, boarding and lodging including for PMS Prasad's spouse and attendant(s) during business trips and provision of car(s) for use on company's business and communication expenses at residence," the resolution added.

Reliance board is headed by its billionaire chairman and managing director Mukesh D Ambani and includes his three children - Isha, Akash and Anant - as well as cousins Hital Meswani and Nikhi Meswani.

Independent directors on the company board include former finance secretary Raminder Singh Gujral, former Booz & Company CEO Shumeet Banerji, former SBI chairman Arundhati Bhattacharya, former CVC K V Chowdary and veteran banker K V Kamath.