Grindwell Norton MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 27 Mar 2025, 22 fund houses

• Appointment of Mr. Venugopal Shanbhag (Director Identification No. 08888359) as Managing Director of the Company

  ›Against HSBC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: • The cap on Performance linked incentive is relatively high and may lead to discretionary payouts. • There are no disclosures on the threshold and target performance that he needs to achieve to determine the variable pay element.
  • Invesco Mutual FundVenugopal Shanbhag, 55, was initially appointed as Executive Director designated from 7 May 2024. Now, the company proposes to appoint him as Managing Director from 1 April 2025. He received Rs. 23.3 mn in his capacity as Executive Director from 7 May 2024 till the date of the notice. As per proposed terms, he will receive Rs. 19.8 mn as fixed remuneration and a performance linked incentive capped at 60% of total gross annual pay. However, we are unable to estimate his total remuneration for FY26 and over the proposed tenure, as the company has not defined his perquisites and allowances and he is entitled to receive performance shares of Compagnie de Saint-Gobain- ultimate holding company, for which there is no guidance provided, nor is there an absolute cap. The remuneration terms, therefore, are open-ended: the company must cap overall remuneration in absolute amounts and disclose the quantum of performance shares that he is eligible to receive, including the performance metrics which determine such variable pay. While he is not liable to retire by rotation, we take comfort from his fixed tenure as Managing Director, after which shareholder approval will be required for his continuation on the board. Although we support his appointment as Managing Director, due to lack of adequate disclosures, we are unable to estimate his overall remuneration and, therefore, do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)

  19 for3 against
• Appointment of Mr. Hari Singudasu (Director Identification No. 10455516) as a Director of the Company

  22 for0 against
• Appointment of Mr. Hari Singudasu (Director Identification No. 10455516) as a Whole-Time Director designated as Executive Director of the Company

  ›Against HSBC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: • The cap on performance linked incentive is relatively high and may lead to discretionary payouts. • There are no disclosures on the threshold and target performance that he needs to achieve to determine the variable pay element.
  • Invesco Mutual FundHari Singudasu, 57, is the Chief Financial Officer of Grindwell Norton Limited. The company proposes to appoint him as Whole-time Director designated as Executive Director from 1 April 2025. He will receive Rs. 17.7 mn as fixed remuneration and a performance linked incentive capped at 55% of total gross annual pay. However, we are unable to estimate his total remuneration for FY26 and over the proposed tenure, as the company has not defined his perquisites and allowances and he is entitled to receive performance shares of Compagnie de Saint-Gobain- ultimate holding company, for which there is no guidance provided, nor is there an absolute cap. The remuneration terms, therefore, are open-ended: the company must cap overall remuneration in absolute amounts and disclose the quantum of performance shares that he is eligible to receive, including the performance metrics which determine such variable pay. While he is not liable to retire by rotation, we take comfort from his fixed tenure as Executive Director, after which shareholder approval will be required for his continuation on the board. Although we support his appointment as Executive Director, due to lack of adequate disclosures, we are unable to estimate his overall remuneration and, therefore, do not support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)

  19 for3 against

Mutual fund votes, meeting of 18 Jul 2024, 24 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To receive, consider and adopt: a.the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024, together with the Reports of the Board of Directors and the Auditors thereon; and, b.the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, together with the Report of the Auditors thereon.MoreLess

  24 for0 against
• To declare a dividend on Equity Shares for the financial year ended March 31, 2024.

  24 for0 against
• To appoint a Director in place of Mr. David Eric Molho (Director Identification No. 09326249), who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against DSP Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund

  • DSP Mutual Fund, Sundaram Mutual FundDavid Eric Molho, 46, is the CEO, High Performance Solutions of Saint-Gobain. He has been associated with Saint-Gobain since 2009, where he joined as Vice-President of Corporate Planning in Paris. Since then, he has served as Managing Director of the pipe business in Brazil and CEO of Global Distribution in Nordic countries. He was previously an advisor to the Prime Minister’s office in the French administration, in charge of energy and environment. During FY24, he attended 33% (two out of six) of the board meetings and 71% (10 out of 14) of the board meetings in the previous three years. We expect directors to attend all board meetings, and at the very least 75% board meetings over a three-year period. Given his low attendance levels, we do not support the resolution.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because David Eric Molho has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation.
  • Invesco Mutual FundDavid Eric Molho, 46, is the CEO, High Performance Solutions of Saint-Gobain. He has been associated with Saint-Gobain since 2009, where he joined as Vice-President of Corporate Planning in Paris. Since then, he has served as Managing Director of the pipe business in Brazil and CEO of Global Distribution in Nordic countries. He was previously an advisor to the Prime Minister’s office in the French administration, in charge of energy and environment. During FY24, he attended 33% (two out of six) of the board meetings and 71% (10 out of 14) of the board meetings in the previous three years. We expect directors to attend all board meetings, and at the very least 75% board meetings over a three-year period. Given his low attendance levels, we do not support the resolution
  • Mahindra Manulife Mutual Fundavid Eric Molho, 46, is the CEO, High Performance Solutions of Saint-Gobain. He has attended only 33% (two out of six) of the board meetings and 71% (10 out of 14) of the board meetings in the previous three years. We expect directors to attend all board meetings, and at the very least 75% board meetings over a three-year period. Given his low attendance levels, we do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  18 for6 against
• Appointment of Mr. Kaustubh Govind Shukla as an Independent Director of the Company.

  24 for0 against
• Appointment of Mr. Venugopal Shanbhag as a Director of the Company.

  23 for0 against
• Appointment of Mr. Venugopal Shanbhag as a Whole-Time Director designated as Executive Director of the Company.

  ›Against DSP Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund

  • DSP Mutual FundVenugopal Shanbhag, 54 is the Whole-Time Director of the Grindwell Norton limited. He has been associated with group for ~30 years and is the former Managing Director of Saint-Gobain Sekurit Thailand till August 2020 and Managing Director of Saint-Gobain Sekurit India Limited till 4 May 2024. The company seeks to appoint him as a Whole-time director designated as an Executive Director for five years from 7 May 2024.Venugopal Shanbhag will receive Rs. 13.8 mn as fixed remuneration - he is eligible for incentive pay and performance shares of Compagnie de Saint-Gobain, the ultimate holding company - both of which are not quantified, neither is there any guidance for such payments during his tenure. As a result, his overall remuneration is uncapped – therefore, we are unable to reliably estimate his remuneration. The company must provide adequate clarity on the variable pay and outline an absolute cap on the quantum of such benefits. We are unable to support his remuneration.
  • Invesco Mutual FundVenugopal Shanbhag, 54 is the Whole-Time Director of the Grindwell Norton limited. He has been associated with group for ~30 years and is the former Managing Director of Saint-Gobain Sekurit Thailand till August 2020 and Managing Director of Saint-Gobain Sekurit India Limited till 4 May 2024. The company seeks to appoint him as a Whole-time director designated as an Executive Director for five years from 7 May 2024. Venugopal Shanbhag will receive Rs. 13.8 mn as fixed remuneration - he is eligible for incentive pay and performance shares of Compagnie de Saint-Gobain, the ultimate holding company - both of which are not quantified, neither is there any guidance for such payments during his tenure. As a result, his overall remuneration is uncapped – therefore, we are unable to reliably estimate his remuneration. The company must provide adequate clarity on the variable pay and outline an absolute cap on the quantum of such benefits. We are unable to support his remuneration
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Sundaram Mutual Fund"Venugopal Shanbhag, 54 is the Whole-Time Director of the Grindwell Norton limited. He has been associated with group for ~30 years and is the former Managing Director of Saint-Gobain Sekurit Thailand till August 2020 and Managing Director of Saint-Gobain Sekurit India Limited till 4 May 2024. The company seeks to appoint him as a Whole-time director designated as an Executive Director for five years from 7 May 2024. Venugopal Shanbhag will receive Rs. 13.8 mn as fixed remuneration - he is eligible for incentive pay and performance shares of Compagnie de Saint-Gobain, the ultimate holding company - both of which are not quantified, neither is there any guidance for such payments during his tenure. As a result, his overall remuneration is uncapped – therefore, we are unable to reliably estimate his remuneration. The company must provide adequate clarity on the variable pay and outline an absolute cap on the quantum of such benefits. We are unable to support his remuneration."

  19 for4 against
• Re-appointment of Mr. Subodh Nadkarni as an Independent Director of the Company.

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Holding Chairman Position of Audit Committee and Nomination & Remuneration Committee. Proposed appointee is the NRC Chairperson, a committee in charge of remuneration policy that appears to be skewed in the favour of Promoter Director.
  • Zerodha Mutual FundHolding Chairman Position of Audit Committee and Nomination & Remuneration Committee. Proposed appointee is the NRC Chairperson, a committee in charge of remuneration policy that appears to be skewed in the favour of Promoter Director.

  18 for6 against
• Ratification of Remuneration to Cost Auditors of the Company.

  24 for0 against

Mutual fund votes, meeting of 8 Mar 2024, 24 fund houses

• Re-appointment of Dr. Archana Niranjan Hingorani (Director Identification No. 00028037) as a Non-Executive, Independent Director of the Company

  ›Against DSP Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund

  • DSP Mutual FundDr. Archana Hingorani, 58, is Managing Partner at Siana Capital. She has over thirty-five years of experience in financial services and private equity fund investment. She is also a visiting faculty for Private Equity at the Katz Graduate School of Business, University of Pittsburgh, USA. She has been an Independent Director on the board of Grindwell Norton Limited since 1 April 2019. She attended all five board meetings in FY23 and all six board meetings held in FY24 as on date of notice.However, she serves on the board of five listed companies (including Grindwell Norton). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors on a maximum of three listed companies. We believe that as Managing Partner, Siana Capital, her responsibilities are equivalent to a whole-time directorship. Therefore, her high number of directorships on listed companies is not in keeping with the spirit of the regulation. We do not support her reappointment.
  • Edelweiss Mutual FundNot relevant experience
  • Invesco Mutual FundDr. Archana Hingorani, 58, is Managing Partner at Siana Capital. She has over thirty-five years of experience in financial services and private equity fund investment. She is also a visiting faculty for Private Equity at the Katz Graduate School of Business, University of Pittsburgh, USA. She has been an Independent Director on the board of Grindwell Norton Limited since 1 April 2019. She attended all five board meetings in FY23 and all six board meetings held in FY24 as on date of notice. However, she serves on the board of five listed companies (including Grindwell Norton). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors on a maximum of three listed companies. We believe that as Managing Partner, Siana Capital, her responsibilities are equivalent to a whole-time directorship. Therefore, her high number of directorships on listed companies is not in keeping with the spirit of the regulation. We do not support her reappointment
  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)
  • Sundaram Mutual FundDr. Archana Hingorani, 58, is Managing Partner at Siana Capital. She has over thirty-five years of experience in financial services and private equity fund investment. She is also a visiting faculty for Private Equity at the Katz Graduate School of Business, University of Pittsburgh, USA. She has been an Independent Director on the board of Grindwell Norton Limited since 1 April 2019. She attended all five board meetings in FY23 and all six board meetings held in FY24 as on date of notice. However, she serves on the board of five listed companies (including Grindwell Norton). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors on a maximum of three listed companies. We believe that as Managing Partner, Siana Capital, her responsibilities are equivalent to a whole-time directorship. Therefore, her high number of directorships on listed companies is not in keeping with the spirit of the regulation. We do not support her reappointment.

  19 for5 against

Mutual fund votes, meeting of 14 Aug 2023, 18 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To receive, consider and adopt:na.tthe Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2023, together with the Reports of the Board of Directors and the Auditors thereon; and, b.tthe Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, together with the Report of the Auditors thereon.MoreLess

  17 for0 against
• To declare a dividend on Equity Shares for the financial year ended March 31, 2023.

  18 for0 against
• To appoint a Director in place of Mr. Sreedhar Natarajan (Director Identification No. 08320482), who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against HSBC Mutual Fund, SBI Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board.
  • SBI Mutual FundSeedhar Natarajan, 53, is CFO of Compagnie de Saint-Gobain, the parent company. He has been on the board of the company since 5 November 2019. He attended four out of five board meetings (80%) held in FY23. He retires by rotation. We observe that there are 9 Board of Directors (BODs), out of which 3 are classified as independent directors. Hence, the effective independence is assessed at 33% according to the SBIMF Framework. We wish to clarify that we do not have any doubt about the competency of the promoter directors. Our only concern is <50% independence on the board for which we hold promoters/promoter representatives responsible. Due to the above reason, we do not support the resolution.

  16 for2 against
• Ratification of Remuneration to Cost Auditor of the Company.

  18 for0 against
• Appointment of Mr. Jean-Claude Lasserre as a Director of the Company.

  ›Against HSBC Mutual Fund, SBI Mutual Fund

  • HSBC Mutual FundWe have concerns about insufficient independence on the board.
  • SBI Mutual FundJean-Claude Lasserre, 56, is CEO of SG Surface Solutions, a Saint-Gobain group company since February 2023. He has been associated with Saint Gobain for over 25 years. We observe that there are 9 Board of Directors (BODs), out of which 3 are classified as independent directors. Hence, the effective independence is assessed at 33% according to the SBIMF Framework. We wish to clarify that we do not have any doubt about the competency of the promoter directors. Our only concern is <50% independence on the board for which we hold promoters/promoter representatives responsible. Due to the above reason, we do not support the resolution

  16 for2 against

Mutual fund votes, meeting of 16 Sep 2022, 15 fund houses

• Ordinary resolution for appointment of Mr. Aakil Mahajan (Director Identification No. 09682529) as a Director of the Company

  ›Against SBI Mutual Fund

  • SBI Mutual FundAakil Mahajan, 34, is a part of the promoter group. He joins the board after Anand Mahajan ceased to be a director on 29 July 2022. While his appointment meets statutory requirements of SEBI LODR, SBIMF’s internal proxy voting guidelines do not allow us to vote in favour of promoter directors’ appointment/re-appointment if the board is not 50% independent both in number and spirit. We observe that there are 9 Board of Directors (BODs), out of which 3 are classified as independent directors. We wish to clarify that we do not have any doubt about the competency of the promoter director and having him on the board is beneficial to the minority shareholders. Our only concern is <50% independence on the board.

  14 for1 against

Mutual fund votes, meeting of 18 Aug 2022, 1 fund house

• Ordinary resolution for appointment of Mr. Aakil Mahajan (Director Identification No. 09682529) as a Director of the Company

  1 for0 against