16% of RIL Shareholders Oppose Reappointment of Aramco Chairman as Director

Reliance Industries' (RIL) 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, though over 16 percent voted against the proposal. In a stock exchange filing, Reliance stated that its shareholders, through a postal ballot, approved the reappointment of Al-Rumayyan and the appointment of Haigreve Khaitan as independent directors on the board. Additionally, they approved the reappointment of long-time company executive P. M. S. Prasad as a director for another five years.

The resolution for the reappointment of Al-Rumayyan was approved with 83.97 percent of the votes in favor, while 16.02 percent voted against it, according to the filing.

Al-Rumayyan, who also leads Saudi Arabia's Public Investment Fund, one of the largest sovereign wealth funds in the world, was first appointed to Reliance's board in 2021 for a three-year term ending on July 18, 2024. He has now been reappointed until July 18, 2029. Khaitan, a partner at Khaitan & Co, was appointed as an independent director for a five-year term starting April 1, 2024. However, nearly 13 percent of shareholders voted against his appointment. According to the filing, 87.15 percent of shareholders voted in favor of Khaitan's appointment.

Khaitan has been brought in to provide legal expertise to the board. The late M. L. Bhakta, founding partner of Kanga & Co, was the last legal expert on Reliance's board, serving for nearly 42 years before stepping down in 2019 due to advancing age. Since 2019, the company has not had a legal professional on its board, according to the shareholder resolution. The resolution stated that considering the company's size, complexity, and the evolving global and local regulatory landscape, particularly in consumer and technology sectors, it was deemed beneficial to induct an experienced senior legal professional into the Board of Directors.

Both Al-Rumayyan and Khaitan will receive remuneration in the form of fees for attending board or committee meetings, reimbursement of expenses for participating in board and other meetings, and a profit-related commission, according to the resolutions.

Prasad, 72, was reappointed as an executive director through a special resolution, having surpassed the 70-year age threshold set by company law for ordinary resolution appointments. Serving on the company board since August 21, 2009, he currently oversees Reliance's exploration and production (E&P) as well as refining and marketing businesses. The resolution for his reappointment was approved with 93.69 percent of the vote in favor and 6.3 percent against, according to the filing.

Prasad will receive a salary, perquisites, and allowances ranging from Rs 10 crore to Rs 15 crore per annum, with annual increments determined by the Human Resources, Nomination, and Remuneration Committee of the Board, as stated in the shareholder resolution.

Prasad's 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 the use of gas, electricity, water, furnishing and repairs, medical assistance, and leave travel concession for self and family including dependents." He will also be reimbursed for "expenses incurred for traveling, boarding, and lodging, including for his spouse and attendant(s) during business trips, and provision of car(s) for company business and communication expenses at residence," according to the resolution.

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

The 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.