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Industrialist Nusli Wadia has chosen not to attend Tata Steel’s Extraordinary General Meeting (EGM) on Wednesday, which was convened to seek his removal as a director, stating the previous meetings of other Tata group companies were “shamefully stage managed”.
Further, the issue is now about the independence of independent director and not about his removal, Wadia, who said in a letter sent to be readout at the EGM.
“I have chosen not to attend the meeting (EGM) as I understand that the recent meetings held of other Tata companies have been inapporpriately and shamefully stage managed by the requisitionist controlling the entry into the hall as also in the selection and choice of speakers as never before seen in Indian corporate history,” Wadia said in a letter.
The letter was sent through the company secretary to be read out at the EGM.
“What is at stake is not whether I am removed or not but the fate of the very institution of the independent director that has been created in law and by SEBI to safeguard the interests of all stakeholders,” the letter said.
He also said that independent directors are custodians of the shareholders, and if they can be removed at the whims and fancies of a promoter, then their role will be reduced to that of “yes men”.
The independent directors will no longer be able to protect the shareholders.
“They will be left with the option to either toe the line, resign or face removal as I do,” the letter added.
“Most important of all, I have tried to bring to your notice that the issue before you is not about the removal of Nusli Wadia, but about the very independence of an independent director and his ability to perform his fiduciary duties and responsibilities without fear or favour,” he said in a three-page letter.
Wadia, who has been an independent director of Tata Steel for more than 37 years, outlined events relating to various decisions of the board.
“Most important of all is Tata Sons’ investment in Corus and events that have led to the impairment of about Rs 75,000 crore on which it is highly unlikely that shareholders will ever see any return,” the letter said.
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