Reliance Shareholders Approve Aramco Chairman's Reappointment Amid Dissent

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 more than 16% voted against the proposal.

In a stock exchange filing, Reliance stated that its shareholders, through a postal ballot, endorsed the reappointment of Al-Rumayyan, along with the appointment of Haigreve Khaitan as an independent director on the board. They also 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 passed with 83.97% voting in favour, while 16.02% voted against it, according to the filing.

Al-Rumayyan, who also heads Saudi Arabia's Public Investment Fund—one of the world's largest sovereign wealth funds—was initially appointed to the Reliance board in 2021 for a three-year term, which ends 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 five years starting April 1, 2024. However, nearly 13% of shareholders voted against his appointment.

The filing showed that 87.15% of shareholders supported Khaitan's appointment.

He 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 the Reliance board, serving for nearly 42 years until his retirement due to age in 2019.

The company has not had any legal professionals on its board since 2019, according to the shareholder resolution. "Considering the size and complexity of the company's operations and the evolving global and local regulatory landscape, particularly in consumer and technology businesses, it was considered appropriate to induct a highly experienced senior legal professional onto the Board of Directors," it stated.

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

Prasad, aged 72, was reappointed as an executive director through a special resolution because he has surpassed the 70-year age limit set in company law for directors appointed through ordinary resolutions.

He has been a member of the company's board since August 21, 2009, and currently oversees the exploration and production (E&P) as well as refining and marketing businesses of Reliance.

The resolution for his reappointment was passed with 93.69% voting in favour and 6.3% against it, according to the filing.

Prasad's annual remuneration will include salary, perquisites, and allowances ranging from Rs 10 crore to Rs 15 crore, with annual increments determined by the Human Resources, Nomination, and Remuneration Committee of the Board.

His perquisites and allowances will cover accommodation (furnished or otherwise) or house rent allowance, house maintenance allowance, reimbursement of expenses for utilities, furnishing, repairs, medical assistance, and leave travel concessions for himself, family members, and dependents. He will also be reimbursed for travel, boarding, lodging expenses—including for his spouse and attendants during business trips—and provided with cars for company use, along with communication expenses at his residence, as outlined in the resolution.

Reliance's board is chaired by its billionaire chairman and managing director Mukesh D Ambani, and includes his three children—Isha, Akash, and Anant—along with cousins Hital Meswani and Nikhi Meswani.

Independent directors on the 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.