The US-based advisory agency has additionally really helpful a vote towards the proposal to fill the emptiness attributable to elimination of Government Director Samir Modi from the board.
Furthermore, it has expressed considerations in regards to the independence of the Godfrey Phillips board and its nomination and remuneration committee. “We have now noticed that there was a recurring sample of eradicating administrators who’re in dispute or have raised governance points with the promoter group or with Bina Modi, who is just not solely the manager chair, but additionally the Managing Director and CEO of the corporate. We have now considerations relating to the independence of the chair and members of the nomination committee in issues that require their selections,” the Glass Lewis report mentioned.
- Additionally learn: Delhi Courtroom says Bina Modi ought to advocate Samir Modi’s appointment to board of Godfrey Phillips India
In 2021, Ruchir Modi, son of Lalit Modi, was faraway from the board after he wrote a letter to the Critical Fraud Investigation Workplace and the Ministry of Company Affairs elevating questions over Bina Modi’s appointment as Managing Director and company governance points inside Godfrey Phillips.
These considerations arose amid an ongoing household dispute, additional intensified by an incident on Might 30, the place Samir Modi alleged that he was assaulted throughout a board assembly by Bina Modi’s private safety officer.
Final month, in a controversial transfer, Godfrey Phillips appointed Charu Modi, Bina Modi’s daughter, to the board.
- Additionally learn: Godfrey Phillips household feud: Delhi Courtroom grants reduction to Samir Modi
Glass Lewis additionally criticised Bina Modi’s remuneration, significantly the fee of 5 per cent of the corporate’s internet income, noting that the fee lacks outlined efficiency circumstances.
On the proposal to maintain Samir Modi’s board place vacant, following the NRC’s unanimous advice towards his reappointment, the proxy advisory agency mentioned shareholders ought to have been given the chance to vote on his candidacy. The absence of such a alternative sends a destructive sign to shareholders and raises questions on company governance practices throughout the firm, the report mentioned. It added that “there was no public disclosure from the corporate to substantiate the NRC’s advice.
It’s pertinent to say that a number of NRC members, together with Lalit Bhasin, a director of Godfrey Phillips and head of the NRC, have filed defamation circumstances towards Samir Modi, underscoring the battle of curiosity throughout the board.
Godfrey Phillips is scheduled to carry its Annual Basic Assembly on September 6.
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