Redington MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 9 Apr 2025, 18 fund houses

• Appointment of Mr. V.S. Hariharan as the Managing Director of the Company and Group Chief Executive Officer

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, quant Mutual Fund, SBI Mutual Fund

  • Aditya Birla Sun Life Mutual FundV. S. Hariharan, 62, is Group CEO of Redington Ltd and CEO of Redington Distribution Pte. Ltd. (RDPL), a 100% subsidiary of Redington Ltd, since September 2023. Prior to this, he was an Independent Director on the board of Redington Ltd from July 2012 to September 2023. Post resignation of MD, Rajiv Srivastava, V. S. Hariharan was appointed as group CEO, not on board, from 11 September 2023. The company seeks to appoint him as MD & Group CEO for five years from 5 February 2025, with his entire remuneration to be paid by RDPL.He is entitled to annual remuneration of Rs. 84.1 mn, including long-term incentives and variable pay. The company should disclose performance metrics that will be used to determine his variable pay. Further, he is also eligible for share-based incentives. However, due to lack of clarity on the incentives, we are unable to estimate his overall remuneration. The company should disclose the quantum of share-based incentives that he is eligible to receive over his entire tenure and cap his overall remuneration in absolute terms.While we support his appointment as MD and group CEO, due to lack of adequate disclosures on the remuneration structure, we do not support the resolution.
  • Angel One Mutual FundGovernance Concern: No cooling off period of 1 year served before appointment as Managing Director post completion of term as independent director.
  • Axis Mutual Fund, Navi Mutual Fund, SBI Mutual FundV. S. Hariharan, 62, is Group CEO of Redington Ltd and CEO of Redington Distribution Pte. Ltd. (RDPL), a 100% subsidiary of Redington Ltd, since September 2023. Prior to this, he was an Independent Director on the board of Redington Ltd from July 2012 to September 2023. Post resignation of MD, Rajiv Srivastava, V. S. Hariharan was appointed as group CEO, not on board, from 11 September 2023. The company seeks to appoint him as MD & Group CEO for five years from 5 February 2025, with his entire remuneration to be paid by RDPL. He is entitled to annual remuneration of Rs. 84.1 mn, including long-term incentives and variable pay. The company should disclose performance metrics that will be used to determine his variable pay. Further, he is also eligible for share-based incentives. However, due to lack of clarity on the incentives, we are unable to estimate his overall remuneration. The company should disclose the quantum of share-based incentives that he is eligible to receive over his entire tenure and cap his overall remuneration in absolute terms. While we support his appointment as MD and group CEO, due to lack of adequate disclosures on the remuneration structure, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundGovernance Concern: No cooling off period of 1 year served before appointment as Managing Director post completion of term as ID.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: No cooling off period served by candidate.
  • quant Mutual FundRegarding the appointment of Mr V.S. Hariharan as the Managing Director of the Company and Group Chief Executive Officer. Governance concern: No cooling off period of 1 year served before appointment as Managing Director post completion of term as ID. There is a mandatory one-year cooling-off period under Regulation 25(11) of SEBI LODR, which prohibits a resigned independent director from taking up an executive role in the Company within a year. To bypass this regulation, the company appointed him as a Group CEO. The company has found a very unique way to by-pass SEBI LODR by appointing him as Group CEO. Although the company is technically compliant with the law, it appears that this appointment is not in spirit of the law. Hence, we are voting against this resolution.

  6 for12 against

Mutual fund votes, meeting of 30 Jul 2024, 14 fund houses

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

• Adoption of audited Standalone and Consolidated Financial Statements for the year ended March 31, 2024, together with the reports of the Board of Directors and the Auditors thereon

  13 for0 against
• Declaration of dividend of Rs. 6.20 (310% of the face value) per equity share of Rs. 2/- each for the financial year ended March 31, 2024.

  13 for0 against
• Appointment of Ms. Chen Yi-Ju (DIN: 08031113) as Director, who retires by rotation and being eligible, offers herself for reappointment.

  13 for0 against
• Appointment M/s Deloitte & Touche LLP, Chartered Accountants, as the Auditors for the Branch Office of the Company, at Singapore, for the financial year 2024-25.

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundGovernance Concern: Existing Audit Committee Chairman had been associated with the Audit firm in past as a Partner.

  10 for3 against
• Payment of remuneration to Non-Executive Directors for a period of five years, commencing from FY 2024-25 to FY 2028- 29, up to a maximum limit of 1% of net profits of the Company computed in accordance with the provisions of Section 198 of the Companies Act, 2013.MoreLess

  13 for0 against
• Increase in Authorized Share Capital and consequent amendment to Memorandum of Association of the Company

  13 for0 against

Mutual fund votes, meeting of 10 Mar 2024, 13 fund houses

• Appointment of Prof. J. Ramachandran as Non-Executive Non-Independent Director of thenCompany

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundAppointment compliant with Law. Governance Concern: Ex-Independent Director continuing as Non-Independent Non-Executive Director without serving a cooling-off period or providing a compelling reason.
  • Kotak Mahindra Mutual FundAccording to Regulation 25(11) of the SEBI LODR, which mandates a cooling off period of 1 year to be served in case Independent Director tender his resignation and is appointed as Executive / Wholetime Director in a listed company. The resolution has raised a governance concern as Prof. J. Ramachandran has not served a cooling-off period or provided a compelling reason after his resignation as an Independent director. Hence voting against.

  9 for4 against
• Appointment of Mr. Sudip Nandy as an Independent Director

  13 for0 against

Mutual fund votes, meeting of 30 Nov 2023, 9 fund houses

• Appointment of Mr. V.S. Hariharan as the Group Chief Executive Officer of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual FundThe company proposes to appoint V S Hariharan as Manager & Group CEO at Redington Ltd, and CEO of Redington Distribution Pte. Ltd. (RDPL) from 11 September 2023 for three years. The remuneration proposed is upto SGD 1.1 mn (Rs 81.6 mn) including a variable component of a maximum up to SGD 0.5 mn (Rs 30.6 mn) based on achievement of performance metrics of the group (which have not been disclosed). His predecessor Rajiv Srivastava was paid a remuneration of Rs 51.7 mn (fixed) for FY23. V. S. Hariharan, 61, was Independent Director on the board of Redington from 21 July 2012 till 1 September 2023. While V. S. Hariharan is not being appointed as an Executive Director on the board of the company, we believe that by appointing him as Manager, Redington (though technically compliant with the law) is not following the spirit of Regulation 25(11) of SEBI LODR that requires a mandatory cooling off period of 1 year to be served in case Independent Director tenders his resignation and is appointed as Executive / Wholetime Director. We raise further concern that the Group CFO, who has a board membership, will likely report to V S Hariharan, who does not – this makes for an incongruous reporting relationship.
  • ICICI Prudential Mutual FundWhile V. S. Hariharan is not being appointed as an Executive Director on the board of the company, appointing him as Manager, Redington (while technically compliant with the law) is not following the spirit of Regulation 25(11) of SEBI LODR that requires a mandatory cooling off period of 1 year to be served in case Independent Director tenders his resignation and is appointed as Executive/Wholetime Director. Hence, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundMr. V.S. Hariharan, 61, is currently the Manager & Group CEO at Redington Ltd, CEO of Redington Distribution Pte. Ltd. ( RDPL ). He has 4 decades of experience in sales, marketing and general management. Although no concern has been identified regarding profile and time commitment, Mr. V.S. Hariharan has not served the cooling off period of 1 year served before appointment as manager post completion of term as an Independent Director. This raises a governance concern, hence voting against .
  • Motilal Oswal Mutual FundNon-Compliance: Disclosure not as per SS-2. Governance Concern: No cooling off period of 1 year served before appointment as Manager post completion of term as ID.
  • Nippon India Mutual FundCooling off period not served & inadequate disclosure
  • SBI Mutual FundThe company proposes to appoint V S Hariharan as Manager & Group CEO at Redington Ltd, and CEO of Redington Distribution Pte. Ltd. (RDPL) from 11 September 2023 for three years. The remuneration proposed is upto SGD 1.1 mn (Rs 81.6 mn) including a variable component of a maximum up to SGD 0.5 mn (Rs 30.6 mn) based on achievement of performance metrics of the group (which have not been disclosed). His predecessor Rajiv Srivastava was paid a remuneration of Rs 51.7 mn (fixed) for FY23. V. S. Hariharan, 61, was Independent Director on the board of Redington from 21 July 2012 till 1 September 2023. While V. S. Hariharan is not being appointed as an Executive Director on the board of the company, we believe that by appointing him as Manager, Redington (though technically compliant with the law) is not following the spirit of Regulation 25(11) of SEBI LODR that requires a mandatory cooling off period of 1 year to be served in case Independent Director tenders his resignation and is appointed as Executive / Wholetime Director. We raise further concern that the Group CFO, who has a board membership, will likely report to V S Hariharan, who does not – this makes for an incongruous reporting relationship. This is why we do not support the resolution.

  2 for7 against

Mutual fund votes, meeting of 31 Jul 2023, 10 fund houses

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

• Adoption of Standalone Financial Statements for the yearnended March 31, 2023

  10 for0 against
• Adoption of Consolidated Financial Statements for the yearnended March 31, 2023

  10 for0 against
• Declaration of dividend for the financial year ended March 31,n2023

  7 for0 against
• Appointment of Mr. Tu, Shu Chyuan (DIN: 02336015) asnDirector, who retires by rotation and being eligible, offersnhimself for re-appointment.

  8 for0 against
• Appointment M/s Deloitte & Touche LLP, CharterednAccountants as the Auditor for the Branch Office of thenCompany at Singapore for the Financial Year 2023-24.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundGovernance Concern: Existing Audit Committee Chairman had been associated with the Audit firm in past as a Partner.

  9 for1 against
• Change in designation of Mr. Tu, Shu Chyuan (DIN: 02336015) as Non-Executive Non-Independent Director.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Transparency Concern: Explanatory statement fails to explain what is being approved.

  7 for1 against
• Change in designation of Ms. Chen, Yi-Ju (DIN:08031113) asnNon-Executive Non-Independent Director.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Transparency Concern: Explanatory statement fails to explain what is being approved.

  9 for1 against
• Re-appointment of Mr. B. Ramaratnam (DIN: 07525213) asnIndependent Director of the Company.

  ›Against Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Kotak Mahindra Mutual FundB. Ramaratnam, 68 has over three decades of experience in Audit and Corporate Governance. He has been associated with the Company for the past 7 years and has attended all the board meetings in the past financial year. The term of Mr. B. Ramaratnam has already ended on 20th May 2023, therefore, he has ceased to be director of the Company unless re-appointed by the shareholders prior to his term coming to end. Since, the eligibility of re-appointment is special resolution by shareholders, therefore, such approval should have been obtained on or before 20th May 2023. Hence voting against .
  • Motilal Oswal Mutual FundNon-Compliance: Re-appointment is not in accordance with law, no prior shareholders’ approval obtained for re-appointment as ID. Governance Concern: Proposed re-appointment would lead to prolonged association i.e. more than 10 years. Director is not independent as per SES, due to his past association with the auditors.
  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director

  7 for3 against
• Approval for “Redington Limited- Share Based EmployeenBenefit Scheme, 2023” for grant of Restricted Stock Units toneligible employees of the Company.

  ›Against HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted
  • Kotak Mahindra Mutual FundNon-compliant with SEBI SBEB Regulation. Exercise price inadequately disclosed. Non-Compliant with Section 53 of the Companies Act, 2013.
  • Motilal Oswal Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations, 2021: Exercise Price to be determined as per Board/NRC discretion. Governance Concern: No absolute cap on maximum options per employee. Extension of scheme to employees of group / associate company without compelling reasons / cost not reimbursed to the Company.
  • Nippon India Mutual FundInadequate disclosure

  4 for4 against
• Approval for “Redington Limited- Share Based EmployeenBenefit Scheme, 2023” for grant of Restricted Stock Units toneligible employees of the subsidiary company(ies).

  ›Against HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted
  • Kotak Mahindra Mutual FundNon-compliant with SEBI SBEB Regulation. Exercise price inadequately disclosed. Non-Compliant with Section 53 of the Companies Act, 2013.
  • Motilal Oswal Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations, 2021: Exercise Price to be determined as per Board/NRC discretion. Governance Concern: No absolute cap on maximum options per employee. Extension of scheme to employees of group / associate company without compelling reasons / cost not reimbursed to the Company.
  • Nippon India Mutual FundInadequate disclosure

  6 for4 against
• Approval for “Redington Limited- Share Based EmployeenBenefit Scheme, 2023” for grant of Restricted Stock Units toneligible employees of the Group Company(ies) includingnAssociate Company (if any).

  ›Against Axis Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Axis Mutual Fund, SBI Mutual FundAccording to the FY23 Annual Report, the company currently has one associate – Redington (India) Investments Limited. We generally do not support extension of schemes, as these associates may have their own ESOP schemes. Further, there is no clarity on why the company seeks to extend the scheme to group companies: these may not have any business dealings with the company.
  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted
  • Kotak Mahindra Mutual FundNon-compliant with SEBI SBEB Regulation. Exercise price inadequately disclosed. Non-Compliant with Section 53 of the Companies Act, 2013.
  • Motilal Oswal Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations, 2021: Exercise Price to be determined as per Board/NRC discretion. Governance Concern: No absolute cap on maximum options per employee. Extension of scheme to employees of group / associate company without compelling reasons / cost not reimbursed to the Company.
  • Nippon India Mutual FundInadequate disclosure

  2 for6 against

Mutual fund votes, meeting of 27 Jul 2022, 6 fund houses

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

• Adoption of Standalone Financial Statements for the year ended March 31, 2022

  6 for0 against
• Adoption of Consolidated Financial Statements for the year ended March 31, 2022

  6 for0 against
• Declaration of dividend for the financial year ended March 31, 2022

  4 for0 against
• Re-appointment of Ms. Chen Yi Ju (DIN: 08031113), Director retiring by rotation

  6 for0 against
• Appointment of Statutory Auditor

  6 for0 against
• Appointment of Branch Auditor

  6 for0 against
• Approval for the change in name of the Company from ‘Redington (India) Limited’ to ‘Redington Limited’

  6 for0 against