Tata Sons board re-elects Chandrasekaran over Noel Tata's objection

Tata Sons' board has voted to give chairman N. Chandrasekaran another five-year term despite opposition from Noel Tata, who heads Tata Trusts. The trusts, which own 66 per cent of Tata Sons, say the appointment breached company rules. The dispute also covers a possible stock market listing of the ho

The board of Tata Sons, the holding company behind Air India and Jaguar Land Rover, voted last week to give chairman N. Chandrasekaran another five-year term, according to Reuters. Noel Tata, who heads Tata Trusts, opposed the move. The trusts, which own 66 per cent of Tata Sons, say the appointment broke company rules because both of their representatives on the board needed to support it; the other representative voted in favour.

At its core, the dispute is about a company's board taking its largest shareholder head on. The stakes extend far beyond the boardroom. Tata Sons is the holding company of a group whose businesses include Air India, Jaguar Land Rover, Tata Consultancy Services and Tata Steel. Founded in 1868, the group operates in more than 100 countries.

The two sides also disagree over whether Tata Sons should be listed on the stock market. India's central bank recently rejected its request for an exemption from rules that could require a listing. The board has moved to address the regulator's requirements and is considering a listing, while Noel Tata argues that the company should explore other options. He says bringing in public investors would change a business group whose majority shareholder is a charity.

Even within Tata Trusts, the potential stock market listing has divided executives. Noel Tata and some former Tata Sons directors oppose taking the holding company public, while trustees Srinivasan and Vijay Singh support the move. Another shareholder with an 18 per cent stake in Tata Sons also favours a listing, according to The Indian Express.

Despite Noel Tata's objections at the Tata Sons board meeting last week to Chandrasekaran's reappointment and a listing of the company, the board went ahead and voted for the proposals. "Tata Sons' board has violated the basic governance principle of shareholder supremacy," proxy advisory firm IiAS said in a recent note. "The mutiny of the board against the controlling shareholder is possibly a first, and not the right precedent for corporate India."

Tensions had already grown over Air India's losses and how another major shareholder could sell its stake. The chairman's appointment and a possible listing could face further challenges, including in court. For now, neither dispute has been settled.