Hexaware Technologies (Delisted) MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 23 Sep 2019, 6 fund houses

• Item 1, as a fund house numbered it

  1 for0 against
• 1) Re-appoint Mr. R Srikrishna as a Whole-time Director designated as Executive Director for a further term of five years from 28th July, 2019 and fix his remuneration

  1 for0 against
• Ordinary Resolution to consider and approve re-appointment of Mr. R. Srikrishna as Whole Time Director designated as CEO and Executive Director of the Company

  1 for0 against
• Re-appointment of Mr. R Srikrishna as Whole Time Director for a period of 5 years to hold office upto July 27,2024 and to approve his terms of appointment

  1 for0 against
• Reappoint Ramakarthikeyan Srikrishna (DIN 03160121) as Executive Director for a further term of five years from 28 June 2019 and fix his remuneration

  1 for0 against
• To reappoint Mr. R Srikrishna, (holding DIN 03160121) as a Whole Time Director and designated as CEO and Executive Director of the Company for a period of Five (5) years with effect from July 28,2019 till July 27,2024 and to fix remuneration.MoreLess

  1 for0 against

Mutual fund votes, meeting of 23 Apr 2019, 11 fund houses

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

• ADOPTION OF FINANCIAL STATEMENT

  8 for0 against

  2 abstained

• CONFIRMATION OF DIVIDEND

  10 for0 against
• RE-APPOINTMENT OF MR. KOSMAS KALLIAREKOS

  ›Against Bank of India Mutual Fund, Franklin Templeton Mutual Fund, Taurus Mutual Fund

  • Bank of India Mutual Fund, Taurus Mutual FundKosmas Kalliarekos, 53, is the Managing Director of Baring Private Equity Asia. He was appointed as Non-Executive Non-Independent director with effect from 11 October 2013. He attended 71% of board meetings held in 2018 and 74% over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings; else, at the very least, 75% of the board meetings over a three-year period.
  • Franklin Templeton Mutual FundA vote AGAINST Kosmas Kalliarekos (Item 3) is warranted because he has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation.

  7 for3 against

  1 abstained

• RE-APPOINTMENT OF MR. P R CHANDRASEKAR AS A NON-EXECUTIVE INDEPENDENT DIRECTOR

  ›Against Bank of India Mutual Fund, SBI Mutual Fund, Taurus Mutual Fund

  • Bank of India Mutual Fund, SBI Mutual Fund, Taurus Mutual FundP R Chandrasekar, 64, has served on the board since June 2008. He retired as Global CEO of Hexaware in July 2014 but has continued on the board of the company as non-executive non-independent director until 31 December 2017. He was then appointed as an independent director in the previous year for a year. We expect a director to have at least a three-year cooling-off period (from the board) before being appointed as an independent director.

  7 for3 against

  1 abstained

• ADOPTION OF NEW ARTICLES OF ASSOCIATION

  ›Against Bank of India Mutual Fund, SBI Mutual Fund

  • Bank of India Mutual Fund, SBI Mutual FundWhile the company’s existing AoA are publicly available, the company has not made the amended AoA available on the website. Shareholders are expected to visit the company’s premises to review the revised AoA. We observe that article 88A of the existing AoA lists Jimmy Mahtani and Kosmas Kalliarekos as non-executive directors, not liable to retire by rotation. We do not favour charter documents naming non-executive directors and giving them non-rotational seats, which entitles them to continue on the board, even if there is change in control or they resign from their capacities as shareholder representatives.

  7 for2 against

  1 abstained

Mutual fund votes, meeting of 3 May 2018, 2 fund houses

• Item 1, as a fund house numbered it

  1 for0 against
• Item 2, as a fund house numbered it

  1 for0 against
• Item 3, as a fund house numbered it

  1 for0 against
• Item 4, as a fund house numbered it

  1 for0 against
• Item 5, as a fund house numbered it

  ›Against Taurus Mutual Fund

  • Taurus Mutual FundR Chandrasekar (DIN: 02251080) retired as Global CEO of Hexaware in July 2014 but has continued on the board of the company as non-executive non-independent director until 31 December 2017. We expect a director to have a cooling-off period from the board for atleast three years before being appointed as an independent director.

  0 for1 against
• Item 6, as a fund house numbered it

  1 for0 against
• Adoption of Financial Statements of the Company

  1 for0 against
• Appointment of M/s. B S R & Co. LLP, Chartered Accountants as Statutory Auditors and to fix their remuneration

  1 for0 against
• Appointment of Mr. P R Chandrasekar as Non-Executive Independent Director for a period of one year upto w.e.f. January 01, 2018

  1 for0 against
• Declaration of dividend

  1 for0 against
• Re-appointment of Mr. Jimmy Mahtani, director retiring by rotation

  1 for0 against
• Re-appointment of Mrs. Meera Shankar as Non-Executive Independent Director for a period of 2 years upto w.e.f. April 11, 2018

  1 for0 against

Mutual fund votes, meeting of 28 Sep 2017, 3 fund houses

• 1) Approve variation/ amendment in terms of Hexaware Technologies Limited Employee Stock Options Plan 2015 (ESOP 2015).

  ›Against SBI Mutual Fund

  • SBI Mutual FundHexaware had launched ESOP 2015 at the 2015 AGM held on 7 May 2015 under which 10.8 mn stock options were to be issued. The company has proposed to increase the vesting period from maximum period of four years from the date of grant of options to eight years. It is also proposed to increase the period of exercise from maximum period of three years from the date of vesting to seven years. All other terms of ESOP 2015 remain unchanged. 5.2 mn ESOPs are outstanding under the scheme. We do not favour ESOPs at deep discount (exercise price was face value of Rs.2 per option).

  0 for1 against
• Amend Employee Stock Option Plan 2015

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following: The amendment of the term of the plan by extending the exercise period reduces the incentive rationale of the plan. There is a concern on the overall structure of the plan, i.e. the exercise price or pricing formula at which the options will be issued is not disclosed by the company.

  0 for1 against
• Approval for variation/ amendment of terms of Hexaware Technologies Limited Employee Stock Options Plan 2015

  1 for0 against

Mutual fund votes, meeting of 24 Apr 2017, 8 fund houses

• Item 1, as a fund house numbered it

  1 for0 against
• 1) Adoption of Audited Financial Statements for the year ended December 31, 2016 and the reports of the Director's & Auditor's thereon.

  1 for0 against
• 1) Approve Scheme of Amalgamation of Risk Technology International Limited (wholly-owned subsidiary) with Hexaware Technologies Limited and their respective shareholders.

  1 for0 against
• 2) To confirm the Interim Dividend for the year ended December 31, 2016.

  1 for0 against
• 3) Re-appoint Mr. P R Chandrasekar as a Director.

  1 for0 against
• 4) Re-appoint Mr. Atul Nishar as a Director.

  1 for0 against
• 5) Appoint M/s. Price Waterhouse Chartered Accountants LLP, as Statutory auditors and fix their remuneration.

  1 for0 against
• 6) Re-appoint Mr. Bharat Shah as a Non-Executive Independent Director for three years from 17th October, 2016.

  ›Against SBI Mutual Fund

  • SBI Mutual FundBharat Shah is the Chairperson of HDFC Securities Limited. He has attended 67% of the board meetings held in 2016 and 72% of the board meetings held over a three-year period. We expect directors to take their responsibilities seriously and attend all meetings: we recommend voting for only if the director has attended at least 75% of the board meetings held over the previous three-year period.

  0 for1 against
• 7) Re-appoint Mr. Dileep Choksi as a Non-Executive Independent Director for three years from 17th October, 2016.

  1 for0 against
• Accept Financial Statements and Statutory Reports

  1 for0 against
• Adoption of accounts

  1 for0 against
• Adoption of financial statements for the year ended 31 December 2016

  1 for0 against
• Appoint Price Waterhouse Chartered Accountants LLP as statutory auditors for a period of five years and fix their remuneration

  1 for0 against
• Appointment of Statutory Auditors

  1 for0 against
• Approval for Scheme of Amalgamation of Risk Technology International Limited with Hexaware Technologies Limited and their respective shareholders

  1 for0 against
• Approve Interim Dividend

  1 for0 against
• Approve merger of Risk Technology International Limited (wholly-owned subsidiary) with Hexaware Technologies Limited

  2 for0 against
• Approve Price Waterhouse Chartered Accountants LLP as Auditors and Authorize Board to Fix Their Remuneration

  1 for0 against
• Approve Scheme of Amalgamation

  1 for0 against
• Confirmation of dividend

  1 for0 against
• For approving the Scheme of Amalgamation of Risk Technology International Limited (“the Transferor Company”) with Hexaware Technologies Limited (“the Transferee Company”) and their respective shareholders (“Scheme”)MoreLess

  0 for0 against

  1 abstained

• Re-appointment of Mr. Atul Nishar

  1 for0 against
• Re-appointment of Mr. Bharat Shah as a Non-Executive Independent director

  1 for0 against
• Re-appointment of Mr. Bharat Shah as a Non Executive Independent director for a period of 3 years w.e.f. October 17, 2016

  1 for0 against
• Re-appointment of Mr. Dileep Choksi as a Non-Executive Independent director

  1 for0 against
• Re-appointment of Mr. Dileep Choksi as a Non-Executive Independent director for a period of 3 years w.e.f. October 17, 2016

  1 for0 against
• Re-appointment of Mr. P R Chandrasekar

  1 for0 against
• Reappoint Atul Nishar as Non-Executive Non-Independent Director

  1 for0 against
• Reappoint Bharat Shah as an Independent Director for three years from 17 October 2016

  1 for0 against
• Reappoint Dileep Choksi as an Independent Director for three years from 17 October 2016

  1 for0 against
• Reappoint P R Chandrasekar as Non-Executive Non-Independent Director

  1 for0 against
• Reelect Atul Nishar as Director

  1 for0 against
• Reelect Bharat Shah as Independent Director

  1 for0 against
• Reelect Dileep Choksi as Independent Director

  1 for0 against
• Reelect P R Chandrasekar as Director

  1 for0 against
• Scheme of Amalgamation of Risk Technology International Limited (“the Transferor Company”) with Hexaware Technologies Limited (“the Transferee Company”) and their respective shareholders

  1 for0 against
• To appoint a Director in place of Mr. Atul Nishar, (DIN: 00307229), who retires by rotation, and being eligible, seeks re-appointment.

  1 for0 against
• To appoint a Director in place of Mr. P R Chandrasekar (DIN: 2251080), who retires by rotation, and being eligible, seeks re-appointment.

  1 for0 against
• To appoint M/s. Price Waterhouse Chartered Accountants LLP, Mumbai, with registration number 012754N/N500016 as the Statutory Auditors of the Company and to fix their remuneration

  1 for0 against
• To confirm interim dividends aggregating to Rs.5.5 per equity share (face value Rs.2)

  1 for0 against
• To confirm the Interim Dividend already paid for the financial year ended December 31, 2016.

  1 for0 against
• To reappoint Mr. Bharat Shah as a Non-Executive Independent director of the Company for three consecutive years w.e.f. October 17, 2016 and shall not be liable to retire by rotation

  1 for0 against
• To reappoint Mr. Dileep Choksi as a Non-Executive Independent director of the Company for three consecutive years w.e.f. October 17, 2016 and shall not be liable to retire by rotation

  1 for0 against
• To receive, consider and adopt the Audited Balance Sheet as at December 31, 2016 and the Audited Profit and Loss Account for the financial year ended as on that date together with the Reports of the Board of Directors and the Auditors thereon.MoreLess

  1 for0 against

Mutual fund votes, meeting of 22 Dec 2016, 8 fund houses

• 1) Approval for buyback of Equity Shares.

  1 for0 against
• Approval for Buy-back of upto 56,94,835 Equity Shares of the Company

  1 for0 against
• Approve Share Repurchase Program

  1 for0 against
• Buyback of its Equity Shares by Hexaware Technologies Limited : Buyback by the Company of its fully paid-up equity shares of Rs.2/-each not exceeding 5,694,835 fully paid up Equity Shares (representing 1.9 % of the total number of equity shares in the paid-up share capital of the Company) at a price of Rs.240/- per equity share (the “Buy Back Offer Price”) payable in cash for an aggregate consideration not exceeding Rs.1,366,760,400.MoreLess

  0 for0 against

  1 abstained

• Special Resolution to consider and approve Buyback of its Equity Shares by Hexaware Technologies Limited.

  2 for0 against
• Special Resolution to consider and approve Buyback of its Equity Shares by Hexaware Technologies Ltd

  1 for0 against
• Special Resolution to consider and approve Buyback of its Equity Shares by Hexware Technologies Limited

  1 for0 against