Procter & Gamble Hygiene and Health Care MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 26 Nov 2024, 18 fund houses

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

• To receive, consider and adopt the Audited Balance Sheet as at June 30, 2024 and the Statement of Profit and Loss for the Financial Year endednon that date, together with the Reports of the Auditors and Directors thereon.MoreLess

  17 for0 against
• To confirm payment of interim dividend and to declare final dividend for the Financial Year ended June 30, 2024.

  17 for0 against
• To appoint a Director in place of Mr. Ghanashyam Hegde, Executive Director (DIN 08054712), who retires by rotation and being eligible, offers himself for re-appointment.

  17 for0 against
• To appoint a Director in place of Mr. Gagan Sawhney, Non-Executive Director (DIN 08279568), who retires by rotation and being eligible, offers himself for re-appointment.

  17 for0 against
• Ratification of remuneration payable to the Cost Auditor for the Financial Year 2024-25

  17 for0 against

Mutual fund votes, meeting of 3 Jul 2024, 15 fund houses

• 1 - Appointment of Kumar Venkatasubramanian (DIN 08144200) as a Director and Managing Director of the Company for a period of five years, effective May 1, 2024

  ›Against Edelweiss Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Edelweiss Mutual FundSame individual being made leader of two subsidiaries. No enough disclosure on remuneration
  • Groww Mutual Fund, Motilal Oswal Mutual FundAppointment compliant with law. Governance Concern: Excessive Time commitments.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundExcessive Time commitment
  • Sundaram Mutual Fund"Kumar Venkatasubramanian, 48, has been associated with P&G India since 2000. He is being appointed as Managing Director from 1 May 2024, he is also being appointed as MD of Gillette India Limited, listed fellow subsidiary, simultaneously. The remuneration is proposed to be paid from Procter & Gamble Home Products Private Limited (PGHPPL), fellow subsidiary, with PGHH and Gillette being cross-charged the remuneration in the proportion of their net outside sales. Overall remuneration from all sources, excluding variable pay is capped at Rs. 80.0 mn. Total remuneration from PGHH is capped at Rs. 60.0 mn. While we understand the administrative intent of appointing a common MD for both listed companies - PGHH and Gillette, it is unclear why a private promoter group company is the primary source of remuneration. There is no clarity on the financial performance of PGHPPL. He is entitled to a short-term achievement award and long-term stock option plan (from parent), which is uncapped. Further, the company has not provided any guidance on such payouts in aggregate from all sources. In the past, the perquisite value of such stock options (charged to PGHH) has exceeded Rs. 100.0 mn annually, suggesting that it could be a large proportion of total remuneration. The company must cap the overall remuneration from all sources and disclose performance metrics for variable pay. While we support his appointment, we do not support his remuneration terms. Therefore, we are unable to support the resolution."
  • Zerodha Mutual FundExcessive Time commitments, raises governance issues.

  8 for7 against

Mutual fund votes, meeting of 13 Mar 2024, 22 fund houses

• Appointment of Dr. Ashima Goyal (DIN 233635) as Non- Executive Independent Director of the Company effective March 19,2024, for a period of five years.

  22 for0 against

Mutual fund votes, meeting of 24 Nov 2023, 21 fund houses

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

• To receive, consider and adopt the Audited Balance Sheet as at June 30, 2023 and the Statement of Profit and Loss for the Financial Year ended on that date, together with the Reports of the Auditors and Directors thereon.MoreLess

  20 for0 against
• To confirm payment of interim dividend and to declare final dividend for the Financial Year ended June 30, 2023.

  21 for0 against
• To appoint a Director in place of Mr. Karthik Natarajan, Non-Executive Director (DIN 06685891), who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual FundKarthik Natarajan, 46, has been with P&G for over two decades. twenty years and is currently Vice President and regional CFO for Asia Pacific, Middle East & Africa. He attended 25% (1 out of 4) board meetings held in FY23 and 53.8% (7 out of 13) over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings, and at the very least 75% of the board meetings over a three-year period. He retires by rotation, however, due to his low attendance we do not support his reappointment.
  • Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance Concern: Low attendance at Board and Committee Meetings.
  • Edelweiss Mutual FundDirectorship in other company may limit focus of individual on the existing company
  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: • Karthik Natarajan has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation
  • Kotak Mahindra Mutual FundMr. Karthik Natarajan, 46, is currently the Senior Vice President and Regional CFO, P&G Asia Pacific, Middle East & Africa. He has been with the company for the past 23 years and has led strategy development, business and financial planning and operational execution with excellence for several important P&G businesses. Though compliant with law, his board attendance is at 25% (1/4 meetings) which is low. Since the company has not disclosed the reason for low board attendance, voting against .
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundLow Attendance
  • SBI Mutual FundWe observe that Karthik Natarajan has attended 25% (1/4) board meetings held in FY23 and 53.8% (7/13) in FY22 and 75% (3/4) in the last three years. The average attendance for the last three financial years is 52% (11/21). SBI MF’s internal guideline does not allow us to vote in favour of the promoter director if he has not attended 75% of the statutory meetings. We also observe that there are 11 BODs out of which 5 are classified as IDs. Further, we note that there are 3 ID who is long tenured , due to group association with the company . Hence, the effective independence is assessed at 18% on the SBIMF framework. We would encourage the company to have at least 50% independence in number and spirit. Hence we are voting against.
  • Zerodha Mutual FundLow attendance at Board meetings for previous year

  7 for14 against
• To appoint a Director in place of Mr. Pramod Agarwal, Non-Executive Director (DIN 00066989), who retires by rotation and being eligible, offers himself for re-appointment.

  21 for0 against
• Ratification of remuneration payable to the Cost Auditor for the Financial Year 2023-24

  20 for0 against
• Payment of Commission to the Non-Executive Directors of the Company

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundNon-executive directors participate in performance-based incentive schemes.

  20 for1 against
• Approval of material related party transaction under Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

  18 for0 against

Mutual fund votes, meeting of 15 Nov 2022, 14 fund houses

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

• To receive, consider and adopt the Audited Balance Sheet as at June 30, 2022 and the Statement of Profit and Loss for the Financial Year ended on that date, together with the Reports of the Auditors and Directors thereon.MoreLess

  14 for0 against
• To confirm payment of interim dividend and to declare final dividend for the Financial Year ended June 30, 2022

  14 for0 against
• To appoint a Director in place of Mr. Gagan Sawhney (DIN 08279568), who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against SBI Mutual Fund

  • SBI Mutual FundGagan Sawhney, 46, is CFO, P&G Middle East Africa. He has been on the board of PGHH since January 2019 and is also on the board of Gillette India Limited, a fellow subsidiary since August 2019. SBIMF’s internal voting policy does not allow us to vote in favour of promoter directors’ appointment/reappointment if board is not 50% independent in numbers and in spirit. We observe that there are 11 Board of Directors (BODs), out of which 5 are classified as independent directors. We also note that out of the 5 IDs, 3 have a combined group association of more than 10 years as the 3 IDs have been also sitting on the board of Gillette India Ltd. Hence, the effective board independence is assessed at 18% as per our framework. 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.

  13 for1 against
• To appoint a Director in place of Ms. Sonali Dhawan (DIN 06808527), who retires by rotation and being eligible, offers herself for re-appointment

  ›Against SBI Mutual Fund

  • SBI Mutual FundMs. Sonali Dhawan, 47, is Senior Vice President, Marketing, Feminine Hygiene, P&G-Asia, Middle East & Africa. She has been on the board of PGHH since May 2014 and is also on the board of Gillette India Limited, a fellow subsidiary, since February 2014. SBIMF’s internal voting policy does not allow us to vote in favour of promoter directors’ appointment/reappointment if board is not 50% independent in numbers and in spirit. We observe that there are 11 Board of Directors (BODs), out of which 5 are classified as independent directors. We also note that out of the 5 IDs, 3 have a combined group association of more than 10 years as the 3 IDs have been also sitting on the board of Gillette India Ltd. Hence, the effective board independence is assessed at 18% as per our framework. We wish to clarify that we do not have any doubt about the competency of the promoter director and having her on the board is beneficial to the minority shareholders. Our only concern is <50% independence on the board.

  12 for1 against
• To re-appoint M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Reg. No.104607W/W-100166) as Auditors of the Company to hold office from the conclusion of this Meeting until the conclusion of the Sixty-Third Annual General Meeting, on such remuneration and reimbursement of out-of-pocket expenses, as the Board of Directors may decideMoreLess

  14 for0 against
• To appoint Mr. Gurcharan Das as an Independent Director of the Company effective September 1, 2022

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, WhiteOak Capital Mutual Fund

  • Axis Mutual FundGurcharan Das, 78, was CEO, P&G India and later Managing Director, Procter & Gamble Worldwide (strategic planning) with an experience that spans 30 years over six countries. Currently, he is a management consultant and author, and is also on the board of Gillette India Limited, a fellow subsidiary, as non-executive chairperson since January 2007. Given his long association with the group exceeding ten years, we consider him as non-independent. The company must consider appoint him as a non_x0002_independent director.
  • Bandhan Mutual Fund, LIC Mutual FundCompliant with law; Governance concern: Past Employment with the Group and a resultant prolonged association.
  • Baroda BNP Paribas Mutual FundPast employment with the group and prolonged association.
  • Kotak Mahindra Mutual FundGurcharan Das, 79 has over four decades of experience in management. He was the CEO, Procter & Gamble India and later Managing Director, Procter & Gamble World-wide (Strategic Planning). He has been an Director on the Group s board for close to 16 years. While compliant with regulations, we believe that the length of tenure is inversely proportionate to the independence of a director. Therefore, we do not consider former group employees as independent.
  • Mirae Asset Mutual FundShould be appointed as non independent director given past association with the group.
  • Nippon India Mutual FundAssociation may adversely impact independence
  • SBI Mutual FundGurcharan Das, 78, was CEO, P&G India and later Managing Director, Procter & Gamble Worldwide (strategic planning) with an experience that spans 30 years over six countries. Currently, he is a management consultant and author, and is also on the board of Gillette India Limited, a fellow subsidiary, as non-executive chairperson since January 2007. Given his long association with the group exceeding ten years, we consider him as non-independent. SBI MF has an internal policy where we do not consider Independent director as independent in spirit if he/she has an association with the group companies more than 10 years which has same business lines and are listed. However, we don’t have any objection if Gurcharan Das is being appointed as a non-independent director.
  • WhiteOak Capital Mutual FundGurcharan Das, 78, was CEO, P&G India and later Managing Director, Procter & Gamble Worldwide (strategic planning) with an experience that spans 30 years over six countries. Currently, he is a management consultant and author, and is also on the board of Gillette India Limited, a fellow subsidiary, as non-executive chairperson since January 2007. Given his long association with the group exceeding ten years, we consider him as non-independent. The company must consider appoint him as a non-independent director.

  5 for9 against
• To ratify payment of remuneration to the Cost Auditor for the Financial Year 2022-23

  ›Against Bandhan Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, LIC Mutual FundCompliant with Law. No issues on merit/ suitability or capability of Cost Auditor. Governance Concern: Cost Audit fee significantly lower than the minimum suggested fee by ICAI. Transparency Concern: Non-Disclosure of exact turnover that is subject to Cost Audit.
  • Nippon India Mutual FundLow audit fees

  11 for3 against

Mutual fund votes, meeting of 17 Jul 2022, 15 fund houses

• To appoint Mr. L. V. Vaidyanathan (DIN 0009632201) as a Director and Managing Director of the Company for a period of five years effective July 1, 2022.

  ›Against Baroda BNP Paribas Mutual Fund

  • Baroda BNP Paribas Mutual FundGovernance Concern: Excessive Time commitments

  14 for1 against