HCL Technologies CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 29 Oct 2025, 39 fund houses

• Appointment of Mr. Amitabh Kant (DIN: 00222708) as an Independent Director of the Company

  39 for0 against

Mutual fund votes, meeting of 26 Aug 2025, 38 fund houses

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

• Adoption of Audited Financial Statements along with the Reports of the Board of Directors and of the Statutory Auditors thereon.

  37 for0 against
• Re-appointment of Ms. Roshni Nadar Malhotra (DIN-02346621) as a Director liable to retire by rotation.

  38 for0 against
• Re-appointment of Ms. Vanitha Narayanan (DIN-06488655) as an Independent Director of the Company.

  37 for0 against
• Re-appointment of Mr. C. Vijayakumar (DIN-09244485) as the Managing Director of the Company.

  ›Against Bank of India Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Unifi Mutual Fund

  • Bank of India Mutual Fund, Unifi Mutual FundC Vijayakumar, 57, has been the President and CEO of HCL Technologies Limited (not on the board) since October 2016. He was appointed as MD and CEO from 20 July 2021. C Vijayakumar will be based in the United States of America and paid from HCL America Inc, a wholly owned step-down subsidiary. While we support his reappointment, we are unable to support the remuneration terms. C Vijayakumar was paid Rs. 712.4 mn in FY25 and we estimate his FY26 remuneration at Rs. 1,586.7 mn excluding the one-time grant of RSUs, and Rs. 1,990.6 mn including the one-time grant. The company has capped all components of remuneration, with variable pay comprising approximately two-thirds of the total at maximum payout. As per the resolution, 100% vesting of a portion of the long-term incentive (LTI)—linked to total shareholder returns and revenue growth—may occur under certain conditions relative to peer performance. However, the company has not disclosed the peer group used for benchmarking, nor has it provided clarity on performance thresholds or payout adjustments in the event targets are not fully met. While the notice suggests that the compensation has been benchmarked to Global CEOs based out of USA, our data does not support the benchmarking, when seen in the context of size and performance of peers – therefore, the board must provide greater clarity with respect to remuneration benchmarking. We do not support the resolution.
  • HDFC Mutual FundMr. C Vijayakumar, 57, has been the President and CEO of HCL Technologies Limited (not on the board) since October 2016. He was re-appointed as MD and CEO from 20 July 2021. We are unable to support the remuneration terms. The board must provide greater clarity with respect to remuneration benchmarking. We do not support the resolution.
  • ICICI Prudential Mutual FundRemuneration is high in comparison to peers. The company has not disclosed the peer group used for benchmarking. Hence, the AMC has voted against the resolution.For this proposal, the AMC has also considered various applicable factors for casting votes on behalf of ESG schemes.
  • Invesco Mutual FundC Vijayakumar, 57, has been the President and CEO of HCL Technologies Limited (not on the board) since October 2016. He was appointed as MD and CEO from 20 July 2021. C Vijayakumar will be based in the United States of America and paid from HCL America Inc, a wholly owned step-down subsidiary. While we support his reappointment, we are unable to support the remuneration terms. C Vijayakumar was paid Rs. 712.4 mn in FY25 and we estimate his FY26 remuneration at Rs. 1,586.7 mn excluding the one-time grant of RSUs, and Rs. 1,788.7 mn including the one-time grant (amortized over the vesting period). The company has capped all components of remuneration, with variable pay comprising approximately two-thirds of the total at maximum payout. As per the resolution, vesting of a portion of the long-term incentive (LTI)—linked to total shareholder returns and revenue growth—may occur under certain conditions relative to peer performance. However, the company has not disclosed the peer group used for benchmarking. The company has stated that the peers will be companies with revenues of USD 10 bn to USD 20bn with CEOs based in USA – from our data, we believe this is an extremely limited set of companies. The board must consider providing greater clarity with respect to remuneration benchmarking. We do not support the resolution
  • Jio BlackRock Mutual FundC Vijayakumar, 57, has been the President and CEO of HCL Technologies Limited (not on the board) since October 2016. He was appointed as MD and CEO from 20 July 2021. C Vijayakumar will be based in the United States of America and paid from HCL America Inc, a wholly owned step-down subsidiary. While we support his reappointment, we are unable to support the remuneration terms. C Vijayakumar was paid Rs. 712.4 mn in FY25 and we estimate his FY26 remuneration at Rs. 1,586.7 mn excluding the one-time grant of RSUs, and Rs. 1,788.7 mn including the one-time grant (amortized over the vesting period). The company has capped all components of remuneration, with variable pay comprising approximately two-thirds of the total at maximum payout. As per the resolution, vesting of a portion of the long-term incentive (LTI)—linked to total shareholder returns and revenue growth—may occur under certain conditions relative to peer performance. However, the company has not disclosed the peer group used for benchmarking. The company has stated that the peers will be companies with revenues of USD 10 bn to USD 20bn with CEOs based in USA – from our data, we believe this is an extremely limited set of companies. The board must consider providing greater clarity with respect to remuneration benchmarking. We do not support the resolution.
  • Mirae Asset Mutual FundRSU pricing at significant discount to market price

  30 for7 against
• Variation in the HCL Technologies Limited - Restricted Stock Unit Plan 2024.

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Canara Robeco Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Quantum Mutual Fund, Unifi Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, Jio BlackRock Mutual Fund, Unifi Mutual FundThe company seeks shareholders’ approval for increasing the pool size to 11,760,000 RSUs (0.34% of paid -up capital as on 31 March 2025) from the existing pool size of RS. 8,460,000 RSUs (0.31% of the paid-up capital as on 31 March 2024). The variations also include enhancing the limit of grants to a single employee to 3.3 mn RSUs from the current cap of 1.3 mn RSUs. The company is proposing the variations to accommodate the revised remuneration terms for the MD and CEO, C Vijayakumar (See resolution #4). We did not support the Plan, as the scheme comprises both time-based grants and performance-based grants. We do not support time-based RSUs, since these do not align with shareholder interests. We do not favour schemes where exercise price is at face value, or the exercise price is at a significant discount (>20%) to market price, unless the scheme has vesting of RSUs only tied to performance conditions with clearly defined parameters and targets. Given we did not support the original Plan, we do not support the variations. Further, we are unable to support C Vijayakumar’s remuneration (see resolution #4) for which the limits are being revised. Thus, we do not support the resolution.
  • Canara Robeco Mutual FundGiven, that we did not support the original Plan, we do not support the variations.
  • HDFC Mutual FundWe do not favor schemes where ESOPs are issued at significant discount to market price. We do not support the resolution.
  • ICICI Prudential Mutual FundCompany is proposing the variations to accommodate the revised remuneration terms in line with Agenda item no. 4. View is linked to Agenda no. 4. Hence, the AMC has voted against the resolution.For this proposal, the AMC has also considered various applicable factors for casting votes on behalf of ESG schemes.
  • Invesco Mutual FundThe company seeks shareholders’ approval for increasing the pool size to 11,760,000 RSUs (0.34% of paid -up capital as on 31 March 2025) from the existing pool size of RS. 8,460,000 RSUs (0.31% of the paid-up capital as on 31 March 2024). The variations also include enhancing the limit of grants to a single employee to 3.3 mn RSUs from the current cap of 1.3 mn RSUs. The company is proposing the variations to accommodate the revised remuneration terms for the MD and CEO, C Vijayakumar. We did not support the Plan, as the scheme comprises both time-based grants and performance-based grants. We do not support time-based RSUs, since these do not align with shareholder interests. We do not favour schemes where exercise price is at face value, or the exercise price is at a significant discount (>20%) to market price, unless the scheme has vesting of RSUs only tied to performance conditions with clearly defined parameters and targets. Given we did not support the original Plan, we do not support the variations. Further, we are unable to support C Vijayakumar’s remuneration for which the limits are being revised. Thus, we do not support the resolution.
  • Mirae Asset Mutual FundRSU pricing at significant discount to market price
  • Quantum Mutual FundFor the following Governance reason we vote against the Resolution. The RSU Plan does not provide vesting conditions. We do not favour RSU plans that provide for specific conditions of vesting. Therefore, we do not favour the resolution.

  27 for10 against
• Authorization for secondary acquisition of equity shares of the Company by HCL Technologies Stock Option Trust for implementation of variation in 'HCL Technologies Limited - Restricted Stock Unit Plan 2024' and providing financial assistance in this regard.MoreLess

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Canara Robeco Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Quantum Mutual Fund, Taurus Mutual Fund, Unifi Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, Jio BlackRock Mutual Fund, Taurus Mutual Fund, Unifi Mutual FundThrough a separate resolution, HCL Tech proposes to authorize HCL Trust to implement the variations in RSU Plan 2024 by acquiring the additional 3.3 mn equity shares of the company through secondary acquisition. The Company will make provision of money by way of loan, guarantee, security, or any other financial assistance to HCL Trust to fund the acquisition of the additional 3.3 mn equity shares under the RSU Plan 2024. The amount provisioned to HCL Trust will be within the statutory limits. Our view on this resolution is linked to our view on resolution #5. We do not support the resolution.
  • Canara Robeco Mutual FundGiven, that we did not support the Plan, we do not support this resolution .
  • HDFC Mutual FundWe do not favour schemes where ESOPs are issued at significant discount to market price. We do not support the resolution.
  • Invesco Mutual FundThrough a separate resolution, HCL Tech proposes to authorize HCL Trust to implement the variations in RSU Plan 2024 by acquiring the additional 3.3 mn equity shares of the company through secondary acquisition. The Company will make provision of money by way of loan, guarantee, security, or any other financial assistance to HCL Trust to fund the acquisition of the additional 3.3 mn equity shares under the RSU Plan 2024. The amount provisioned to HCL Trust will be within the statutory limits. We do not support the resolution.
  • Mirae Asset Mutual FundRSU pricing at significant discount to market price
  • Quantum Mutual FundFor the following Governance reason we vote against the Resolution. The RSU Plan does not provide vesting conditions. We do not favour RSU plans that provide for specific conditions of vesting. Therefore, we do not favour the resolution.

  28 for10 against
• Appointment of Secretarial Auditor of the Company.

  37 for0 against

Mutual fund votes, meeting of 13 Aug 2024, 31 fund houses

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

• Adoption of Audited Financial Statements along with the Reports of the Board of Directors and of the Statutory Auditors thereon

  30 for0 against
• Re-appointment of Mr.C Vijayakumar (DIN - 09244485) as a Director liable to retire by rotation

  30 for0 against
• Re-appointment of Statutory Auditors of the Company

  28 for0 against
• Payment of commission to Non-Executive Directors of the Company

  ›Against 360 One Mutual Fund, Aditya Birla Sun Life Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual FundCompliant with law. Governance Concern: Perpetual approval without absolute cap. While the payment of commission is in line with market practices, the company has not defined a tenure for payment of commission and the resolution is effectively valid for perpetuity. We believe shareholders must get an opportunity to periodically approve such payments and therefore do not support the resolution.
  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, NJ Mutual Fund, Sundaram Mutual FundThe commission will be paid in addition to the sitting fees for attending board and committee meetings. In the last four years, the aggregate commission payout to Non-Executive Directors has been in the range of 0.07% to 0.09% of standalone PBT, which is reasonable for the size of business. While the payment of commission is in line with market practices, the company has not defined a tenure for payment of commission and the resolution is effectively valid for perpetuity. We believe shareholders must get an opportunity to periodically approve such payments and therefore do not support the resolution.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with law. Governance Concern: Perpetual approval without absolute cap.
  • Edelweiss Mutual FundNot enough disclosures on remuneration
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted as the company has not specified the tenure of this proposal and approval may be valid till perpetuity and shareholders would not get to review the payments in the future.
  • HSBC Mutual FundThe company has not specified the tenure of this proposal and approval may be valid till perpetuity and shareholders would not get to review the payments in the future.
  • Invesco Mutual FundThe commission will be paid in addition to the sitting fees for attending board and committee meetings. In the last four years, the aggregate commission payout to Non-Executive Directors has been in the range of 0.07% to 0.09% of standalone PBT, which is reasonable for the size of business. While the payment of commission is in line with market practices, the company has not defined a tenure for payment of commission and the resolution is effectively valid for perpetuity. We believe shareholders must get an opportunity to periodically approve such payments and therefore do not support the resolution
  • Kotak Mahindra Mutual FundIn the last four years, the aggregate commission pay-out has been reasonable for the size of business. While the payment of commission is in line with market practices, the company has not defined a tenure for payment of commission and the resolution is effectively valid for perpetuity. We believe shareholders must get an opportunity to periodically approve such payments and therefore do not support the resolution.
  • Mirae Asset Mutual FundWe must get opportunity to periodically approve such payments.
  • SBI Mutual FundThe commission will be paid in addition to the sitting fees for attending board and committee meetings. While the payment of commission is in line with market practices, the company has not defined a tenure for payment of commission and the resolution is effectively valid for perpetuity. We believe shareholders must get an opportunity to periodically approve such payments. We do not support the resolution.
  • Zerodha Mutual FundGovernance Concern: Perpetual approval without absolute cap.

  11 for19 against
• Re-appointment of Mr. Simon john England (DIN-08664595) as an Independent director of the Company

  31 for0 against

Mutual fund votes, meeting of 3 Jul 2024, 33 fund houses

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

• Appointment of Ms. Lee Fang Chew (DIN: 02112309) as an Independent Director of the Company

  32 for0 against
• Approval of ‘HCL Technologies Limited - Restricted Stock Unit Plan 2024’ and Grant of Restricted Stock Units to the Eligible Employees of the Company thereundern

  ›Against Bank of India Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund

  • Bank of India Mutual FundThe scheme comprises both time-based grants and performance-based grants. We do not support time-based RSUs, since these do not align with shareholder interests. For performance-based grants, the company has not disclosed the performance metrics based on which vesting will be determined. We do not favor RSU schemes where vesting of RSUs is not completely tied to performance conditions or where there is no clarity on the performance metrics for vesting. We raise further concern over the skew of the distribution – 75% of the pool will be granted to the company’s top 84 employees.
  • Edelweiss Mutual FundNot in favour of minority shareholders
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The weights of the metrics, threshold and targets on the performance conditions for vesting, have not been disclosed. • The proposals include grant of units to employees of associate companies without a compelling rationale.
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • HSBC Mutual FundThe weights of the metrics, threshold and targets on the performance conditions for vesting, have not been disclosed.The proposals include grant of units to employees of associate companies without a compelling rationale.
  • Invesco Mutual FundThe scheme comprises both, time-based grants and performance-based grants – however, the quantum for each type of grant has not been disclosed. We do not support time-based RSUs, since these do not align with shareholder interests. For performance-based grants, the company has not disclosed the performance metrics based on which vesting will be determined. We do not favor RSU schemes where vesting of RSUs is not completely tied to performance conditions or where there is no clarity on the performance metrics for vesting. We raise further concern over the skew of the distribution – 75% of the pool will be granted to the company’s top 84 employees
  • Quantum Mutual FundFor the following Governance reason we vote against the resolution. The RSU scheme does not provide specific performance metrices for allotment. We do not favour the resolution.
  • Sundaram Mutual FundThe scheme comprises both, time-based grants and performance-based grants – however, the quantum for each type of grant has not been disclosed. We do not support time-based RSUs, since these do not align with shareholder interests. For performance-based grants, the company has not disclosed the performance metrics based on which vesting will be determined. We do not favor RSU schemes where vesting of RSUs is not completely tied to performance conditions or where there is no clarity on the performance metrics for vesting. We raise further concern over the skew of the distribution – 75% of the pool will be granted to the company’s top 84 employees.

  23 for8 against
• Grant of Restricted Stock Units to the Eligible Employees of Subsidiaries and/or Associate Companies of the Company under the ‘HCL Technologies Limited -Restricted Stock Unit Plan 2024’

  ›Against 360 One Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund

  • 360 One Mutual FundThrough a separate resolution, the company proposes to extend the RSU 2024 scheme to employees of subsidiaries and associate companies. While we support the grant of RSUs to employees of unlisted subsidiaries, we do not support these to be extended to employees of group companies, associates or listed holding companies.
  • Bank of India Mutual Fund, Invesco Mutual Fund, Sundaram Mutual FundThrough a separate resolution, the company proposes to extend the RSU 2024 scheme to employees of subsidiaries and associate companies. While we support the grant of RSUs to employees of unlisted subsidiaries, we do not support these to be extended to employees of group companies, associates or listed holding companies. Further, our opinion on this resolution is linked to our decision on Resolution #2.
  • Edelweiss Mutual FundNot in favour of minority shareholders
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The weights of the metrics, threshold and targets on the performance conditions for vesting, have not been disclosed. • The proposals include grant of units to employees of associate companies without a compelling rationale.
  • Groww Mutual Fund, JM Financial Mutual FundCompliant with law. Governance Concern: No rationale provided for extending the RSU plan to associate companies.
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • HSBC Mutual FundThe weights of the metrics, threshold and targets on the performance conditions for vesting, have not been disclosed.The proposals include grant of units to employees of associate companies without a compelling rationale.
  • Quantum Mutual FundFor the following Governance reason we vote against the resolution. The RSU scheme does not provide specific performance metrices for allotment. We do not favour the resolution.

  20 for11 against
• Authorization for secondary acquisition of equity shares of the Company by HCL Technologies Stock Options Trust for implementation of ‘HCL Technologies Limited - Restricted Stock Unit Plan 2024’ and providing financial assistance in this regardMoreLess

  ›Against Bank of India Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Bank of India Mutual Fund, Invesco Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundThrough a separate resolution, HCL Tech proposes to authorize HCL Trust to implement RSU Plan 2024 by acquiring equity shares of the company through secondary acquisition. The Company will make provision of money by way of loan, guarantee, security, or any other financial assistance to HCL Trust to fund RSU Plan 2024 for the purchase of equity shares. The amount provisioned to HCL Trust will be within the statutory limits. Our view on this resolution is linked to resolution #2.
  • Edelweiss Mutual FundNot in favour of minority shareholders
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The weights of the metrics, threshold and targets on the performance conditions for vesting, have not been disclosed. • The proposals include grant of units to employees of associate companies without a compelling rationale.
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • HSBC Mutual FundThe weights of the metrics, threshold and targets on the performance conditions for vesting, have not been disclosed.The proposals include grant of units to employees of associate companies without a compelling rationale.
  • Quantum Mutual FundFor the following Governance reason we vote against the resolution. The RSU scheme does not provide specific performance metrices for allotment. We do not favour the resolution.

  23 for9 against

Mutual fund votes, meeting of 6 Mar 2024, 32 fund houses

• Appointment of Ms. Bhavani Balasubramanian (DIN: 09194973) as an Independent Director of the Company

  32 for0 against

Mutual fund votes, meeting of 22 Aug 2023, 28 fund houses

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

• Adoption of Audit Financial Statements along with the Reports of the Board of Directors and of the Auditors thereon

  27 for0 against
• Re-appointment of Mr. Shikhar Malhotra (DIN- 00779720) as a Director, liable to retire by rotation

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted because the board independence norms are not met (after ISS re-classification), and Shikhar Malhotra is a non-independent director nominee.

  27 for1 against