Wipro CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 16 Jul 2025, 31 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 Financial Statements of the Company (including consolidated financial statements) for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and Auditors thereon.MoreLess

  30 for0 against
• To confirm the interim dividend of Rs.6 per equity share declared by the Board of Directors on January 17, 2025, as the final dividend for the financial year 2024-25.

  30 for0 against
• To consider appointment of a Director in place of Mr. Srinivas Pallia (DIN: 10574442) who retires by rotation and being eligible, offers himself for re-appointment.

  31 for0 against
• To appoint M/s. V. Sreedharan & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company.

  31 for0 against

Mutual fund votes, meeting of 30 Mar 2025, 30 fund houses

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

• Re-appointment of Mr. Deepak M. Satwalekar (DIN: 00009627) as an Independent Director on the Board of Wipro Limited (the “Company”)

  30 for0 against
• Approval for migration of shares allocated for the restricted stock units under the Wipro Employee Restricted Stock Unit Plan 2005 and Wipro Employee Restricted Stock Unit Plan 2007 to the ADS Restricted Stock Unit Plan 2004MoreLess

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan 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, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Exercise Price or pricing formula not adequately disclosed. Governance Concern: Excessive benefit can be extended to an individual employee.
  • Axis Mutual Fund, Bank of India Mutual FundThe company seeks to increase the RSUs available under the ADS Plan 2004 due to an increase in local hiring to support growing overseas business operations. Further, it states that granting American Depositary Shares (“ADS”) to overseas employees is a more efficient mechanism. Therefore, it seeks to transfer an aggregate of 55.0 mn units to the 2004 Plan. While the company has granted performance based RSUs in the past under the 2004 Plan, there is no disclosure on the distribution of time-based and performance-based RSUs. We do not favour stock option schemes where options are granted at a significant discount (>20%) to market price since stock options are ‘pay at risk’ options that employees accept at the time of grant. We make an exception where the vesting of such options is mandatorily linked to performance parameters and the company has disclosed the pre-defined performance targets for such parameters.In the current case, the units are granted at face value and the RSUs shall have a combination of time-based and performance-based vesting - the Nomination and Remuneration Committee (NRC) may determine certain performance criteria for vesting. However, such performance parameters, along with the targets, have not been articulated. In the absence of clarity and the flexibility extended to the NRC, we are unable to support the 2004 scheme. Thus, we are unable to support the transfer of the RSUs between the existing plans and the resolution.
  • Bajaj Finserv Mutual Fund"The Company is seeking shareholders' approval to migrate shares allocated for the restricted stock units under the Wipro Employee Restricted Stock Unit Plan 2005 (""RSU Plan 2005"") and Wipro Employee Restricted Stock Unit Plan 2007 (""RSU Plan 2007"") to the ADS Restricted Stock Unit Plan 2004 (""ADS Plan 2004""). The Company has stated that due to an increase in local strategic hiring to support its growing overseas business operations, the ADS Plan 2004 has an insufficient number of RSUs available to meet ongoing and anticipated requirements. From an administrative perspective, granting American Depositary Shares (""ADS"") is more efficient and removes the need for non-resident employees to have PAN and demat accounts, simplifying the process. Additionally, the RSU Plan 2005 and RSU Plan 2007 have significant unutilized stock units reserved that have not been granted. To efficiently utilize these available stock units and avoid further dilution of equity, the Company proposes the following: a. Migrate 23,000,000 shares allocated for the RSUs under the RSU Plan 2005 to the ADS Plan 2004. b. Migrate 32,000,000 shares allocated for the RSUs under the RSU Plan 2007 to the ADS Plan 2004. These shares will be available for utilization towards unexercised RSUs and future grants under the ADS Plan 2004 to employees of the Company and its group companies, including subsidiaries and associate companies. Consequently, the stock units reserved under the RSU Plan 2005 and RSU Plan 2007 will be reduced accordingly. While the proposal aims to support growing overseas operations and simplify administration, making the process more efficient for non-resident employees and avoiding further dilution of equity, there are concerns regarding transparency. The Wipro Equity Reward Trust holds 1,19,05,480 equity shares, amounting to 0.11% of the total capital of the Company as of the 3rd quarter of FY 2024-25. Given this disclosure, it is unclear how many shares will be allotted under the ADS Plan 2004. The Company should provide more transparency by disclosing the total pool of ADS 2004 shares after transferring the RSUs and clarifying how much of the ADS will be allocated to employee benefits under this scheme. Such disclosure is essential for ensuring clarity, fairness, and alignment with shareholders' interests. Regarding the maximum benefits to a single employee, the Company has mentioned the following: 1. The maximum number of units to be offered and issued to an employee under the ADS Plan 2004 in any given year shall not exceed 10% of the total number of units available under the plan. 2. The maximum quantum of benefits that can be provided to an employee under the ADS Plan 2004 shall not exceed 1% of the paid-up equity share capital of the Company. As per condition 1, the total number of units available under the ADS Plan 2004 is 57,000,000 units. Therefore, the maximum number of units that can be offered to an employee in any given year shall be 5,700,000 units (10% of the total number of units). Considering the present market price of ₹268.40 as of March 12, 2025, and the maximum option issued per employee shall not exceed 5,700,000 units, the maximum perquisite benefit that can be passed on to a single person is approximately ₹152 crores (considering an exercise price of ₹2 at face value). While this may not be the intention of the board or NRC, a theoretical possibility cannot be ruled out. However, there is no clear data explaining this for Wipro. In light of the above observations, we are raising governance concerns on the matter and will be voting against the resolution."
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The company has not disclosed the performance metrics, vesting thresholds, targets, and weights of such performance metrics. • The proposal includes grant of units to employees of associate companies, without a compelling rationale.
  • HDFC Mutual FundRSU's are issued at a great discount to current market price. In the case of deeply discounted units, there is no alignment between the interests of investors and those of employees. We do not support the resolution.
  • HSBC Mutual FundThe company has not disclosed the performance metrics, vesting thresholds, targets, and weights of such performance metrics. The proposal includes grant of units to employees of associate companies, without a compelling rationale
  • Invesco Mutual FundThe company seeks to increase the RSUs available under the ADS Plan 2004 due to an increase in local hiring to support growing overseas business operations. Further, it states that granting American Depositary Shares (“ADS”) to overseas employees is a more efficient mechanism. Therefore, it seeks to transfer an aggregate of 55.0 mn units to the 2004 Plan. While the company has granted performance based RSUs in the past under the 2004 Plan, there is no disclosure on the distribution of time-based and performance-based RSUs. We do not favour stock option schemes where options are granted at a significant discount (>20%) to market price since stock options are ‘pay at risk’ options that employees accept at the time of grant. We make an exception where the vesting of such options is mandatorily linked to performance parameters and the company has disclosed the pre-defined performance targets for such parameters. In the current case, the units are granted at face value and the RSUs shall have a combination of time-based and performance-based vesting - the Nomination and Remuneration Committee (NRC) may determine certain performance criteria for vesting. However, such performance parameters, along with the targets, have not been articulated. In the absence of clarity and the flexibility extended to the NRC, we are unable to support the 2004 scheme. Thus, we are unable to support the transfer of the RSUs between the existing plans and the resolution. We do not support the resolution.
  • Mirae Asset Mutual FundWe do not favour stock option schemes where options are granted at a significant discount to market price.
  • Nippon India Mutual FundInadequate disclosure
  • Sundaram Mutual Fund"The company seeks to increase the RSUs available under the ADS Plan 2004 due to an increase in local hiring to support growing overseas business operations. Further, it states that granting American Depositary Shares (“ADS”) to overseas employees is a more efficient mechanism. Therefore, it seeks to transfer an aggregate of 55.0 mn units to the 2004 Plan. While the company has granted performance based RSUs in the past under the 2004 Plan, there is no disclosure on the distribution of time-based and performance-based RSUs. We do not favour stock option schemes where options are granted at a significant discount (>20%) to market price since stock options are ‘pay at risk’ options that employees accept at the time of grant. We make an exception where the vesting of such options is mandatorily linked to performance parameters and the company has disclosed the pre-defined performance targets for such parameters.In the current case, the units are granted at face value and the RSUs shall have a combination of time-based and performance-based vesting - the Nomination and Remuneration Committee (NRC) may determine certain performance criteria for vesting. However, such performance parameters, along with the targets, have not been articulated. In the absence of clarity and the flexibility extended to the NRC, we are unable to support the 2004 scheme. Thus, we are unable to support the transfer of the RSUs between the existing plans and the resolution."
  • Tata Mutual FundThe company seeks to increase the RSUs available under the ADS Plan 2004 due to an increase in local hiring to support growing overseas business operations. Further, it states that granting American Depositary Shares (“ADS”) to overseas employees is a more efficient mechanism. Therefore, it seeks to transfer an aggregate of 55.0 mn units to the ADS Restricted Stock Unit Plan 2004. As per discussion with the company, the units are granted in a fair and equitable manner, based on the merit and performance of the employees. However, units may be granted at Face Value (Rs. 2) similar to past. We do not favour stock option schemes where options are granted at a significant discount (>20%) to market price (Rs. 270). Thus, we are unable to support the transfer of the RSUs between the existing plans and the resolution.
  • UTI Mutual FundWhile the company has granted performance based RSUs in the past under the 2004 Plan, there is no disclosure on the distribution of time-based and performance-based RSUs. In the current case, the units are granted at face value and the RSUs shall have a combination of time-based and performance-based vesting - the Nomination and Remuneration Committee (NRC) may determine certain performance criteria for vesting. However, such performance parameters, along with the targets, have not been articulated. In the absence of clarity and the flexibility extended to the NRC, we are unable to support the 2004 scheme. Thus, we are unable to support the transfer of the RSUs between the existing plans and the resolution.

  10 for19 against
• Approval for extension of benefits under the ADS Restricted Stock Unit Plan 2004 to the eligible employees of Wipro Limited group companies, including its subsidiaries and associate companies

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan 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, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund, Taurus Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundInterlinked with Resolution #2, Governance & Transparency Concern: Extension of scheme to group companies without compelling reasons / justifications.
  • Axis Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, UTI Mutual FundThrough resolution #3, the company seeks approval to extend the benefits of the additional 55.0 mn units which shall be migrated to the 2004 Scheme (see resolution #2) to the employees of group companies including present and future subsidiary and associate companies. We do not support the extension of ESOP schemes to employees of associate companies. Further, our view on resolution #3 is linked to our view on resolution #2. We do not support the resolution.
  • Bajaj Finserv Mutual Fund"The Company is seeking shareholders' approval to extend the benefits of the ADS Restricted Stock Unit Plan 2004 to eligible employees of Wipro Limited group companies, including its subsidiaries and associate companies, both current and future. While we acknowledge the extension of the ESOP Scheme to the Company's subsidiaries, given the control the Company has over them and their consolidated contributions to the Company's performance, we have concerns regarding its extension to associate or other group companies. This extension would require compelling justification, as the costs would be borne by the Company. We do not support seeking such broad approval for granting stock options to employees of group companies without compelling reasons to justify the additional cost burden or a disclosure regarding the cost being reimbursed by the respective companies to whose employees the scheme is being extended. Based on the above discussions, we are raising governance and transparency concerns regarding the proposed resolution and will be voting against it."
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The company has not disclosed the performance metrics, vesting thresholds, targets, and weights of such performance metrics. • The proposal includes grant of units to employees of associate companies, without a compelling rationale.
  • HDFC Mutual FundWe do not support the extension of ESOP schemes to employees of associate companies.
  • HSBC Mutual FundThe company has not disclosed the performance metrics, vesting thresholds, targets, and weights of such performance metrics. The proposal includes grant of units to employees of associate companies, without a compelling rationale.
  • Invesco Mutual FundThe company seeks approval to extend the benefits of the additional 55.0 mn units which shall be migrated to the 2004 Scheme to the employees of group companies including present and future subsidiary and associate companies. We do not support the extension of ESOP schemes to employees of associate companies. While the company has granted performance based RSUs in the past under the 2004 Plan, there is no disclosure on the distribution of time-based and performance-based RSUs. We do not favour stock option schemes where options are granted at a significant discount (>20%) to market price since stock options are ‘pay at risk’ options that employees accept at the time of grant. We make an exception where the vesting of such options is mandatorily linked to performance parameters and the company has disclosed the pre-defined performance targets for such parameters. In the current case, the units are granted at face value and the RSUs shall have a combination of time-based and performance-based vesting - the Nomination and Remuneration Committee (NRC) may determine certain performance criteria for vesting. However, such performance parameters, along with the targets, have not been articulated. In the absence of clarity and the flexibility extended to the NRC, we are unable to support the 2004 scheme. We do not support the resolution.
  • Kotak Mahindra Mutual FundWe do identify any issue in extending the scheme to the employees of its subsidiaries as there exists control of the Company and the contribution of the subsidiaries are consolidated in the Company s performance. However, the same cannot be argued in case of associates or other group companies; the same would require compelling justification with respect to the intention behind the extension as the costs would be borne out of the Company s pockets. Hence voting against.
  • Mahindra Manulife Mutual FundWhile we support the extension of ESOP schemes to subsidiary companies, we do not support the extension of the same to associate companies.
  • Mirae Asset Mutual FundWe do not favour stock option schemes where options are granted at a significant discount to market price.
  • Nippon India Mutual FundInadequate disclosure
  • Tata Mutual FundAs discussed with the company, the Company operates globally across multiple jurisdictions through its group companies, which contribute to the Company’s overall growth and business. In recognition of the contributions of the group companies and in line with the Company’s view to attract and retain talent, it is intended to extend the benefit of the ADS Plan 2004 to the employees of the group companies. However, our view is linked to view in Agenda 2 and hence, we do not favour this agenda.

  8 for22 against

Mutual fund votes, meeting of 4 Jan 2025, 1 fund house

• Approval for extension of benefits under the ADS Restricted Stock Unit Plan 2004 to the eligible employees of Wipro Limited group companies, including its subsidiaries and associate companies

  1 for0 against
• Approval for migration of shares allocated for the restricted stock units under the Wipro Employee Restricted Stock Unit Plan 2005 and Wipro Employee Restricted Stock Unit Plan 2007 to the ADS Restricted Stock Unit Plan 2004MoreLess

  1 for0 against
• Re-appointment of Mr. Deepak M. Satwalekar (DIN: 00009627) as an Independent Director on the Board of Wipro Limited (the “Company”)

  1 for0 against

Mutual fund votes, meeting of 21 Nov 2024, 32 fund houses

• Issue of Bonus Shares

  32 for0 against

Mutual fund votes, meeting of 18 Jul 2024, 29 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 Financial Statements of the Company (including consolidated financial statements) for the financial year ended March 31, 2024, together with the Reports of the Board of Directors and Auditors thereon.MoreLess

  28 for0 against
• To confirm the interim dividend of Re.1/- per equity share declared by the Board on January 12, 2024, as the final dividend for the financial year 2023-24.

  28 for0 against
• To consider appointment of a Director in place of Mr. Azim H. Premji (DIN: 00234280) who retires by rotation and being eligible, offers himself for re-appointment.

  27 for0 against
• Re-appointment of Mr. Rishad A. Premji (DIN: 02983899) as a Whole Time Director of the Company.

  ›Against Bajaj Finserv Mutual Fund, Groww Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Groww Mutual FundAppointment compliant with Law. No concern on the merit of the appointee. Governance concern: Combined position as Executive Director and Chairman.
  • Zerodha Mutual FundCombined position of Chairman and ED raises governance concerns.

  25 for3 against
• Re-appointment of Mr. Azim H. Premji (DIN: 00234280) as a Non-Executive and Non-Independent Director of the Company.

  28 for0 against
• Approval of the Wipro Limited Employee Stock Options, Performance Stock Unit and/or Restricted Stock Unit Scheme 2024 (“2024 Scheme”) for grant of employee stock options, performance stock units and/or restricted stock units to the eligible employees under the 2024 SchemeMoreLess

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual FundUnder the Scheme, three types of options shall be granted: (i) Performance stock units (PSUs) granted at face value; (ii) stock options to be granted at market price and (III) Restricted: Stock Units (RSUs) to be granted at face value. While the company has capped the number of options at 4.0 mn shares per employee, the company has not disclosed the distribution of each type of option. With respect to the vesting of the PSUs, Wipro has provided generic performance metrics: revenue, margins and cashflow targets of the company and The NRC will also have the flexibility to choose any other parameters at their discretion. We now require companies to disclose specific parameters with a pre-defined range of achievements where PSUs are granted at a deep discount to the market price. Price or a formula to determine the same must be disclosed in the Explanatory Statement. The Company has not provided adequate disclosure on the exercise price. While the stock options under the scheme shall be granted at market price, RSUs granted at face value will have time-based vesting. We do not favor stock option schemes where options are granted at a significant discount (>20%) to market price since stock options are ‘pay at risk’ options that employees accept at the time of grant. Further, in the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundUnder the Scheme, three types of options shall be granted: (i) Performance stock units (PSUs) granted at face value; (ii) stock options to be granted at market price and (III) Restricted Stock Units (RSUs) to be granted at face value. While the company has capped the number of options at Rs. 4.0 mn shares per employee, the company has not disclosed the distribution of each type of option. With respect to the vesting of the PSUs, Wipro has provided generic performance metrics: revenue, margins and cashflow targets of the company and The NRC will also have the flexibility to choose any other parameters at their discretion. We now require companies to disclose specific parameters with a pre-defined range of achievements where PSUs are granted at a deep discount to the market price. While the stock options under the scheme shall be granted at market price, RSUs granted at face value will have time-based vesting. We do not favor stock option schemes where options are granted at a significant discount (>20%) to market price since stock options are ‘pay at risk’ options that employees accept at the time of grant. Further, in the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Exercise Price or pricing formula not adequately disclosed. Transparency Concern: Vesting period & No bifurcation of ESOP/RSU/PSU. Governance Concern: Excessive benefit can be extended to an individual employee.
  • Edelweiss Mutual FundWill lead to dilution of Shares
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because it is unclear if RSUs are performance based as the performance conditions have not been disclosed.
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • HSBC Mutual FundIt is unclear if RSUs are performance based as the performance conditions have not been disclosed.
  • Kotak Mahindra Mutual FundUnder the Scheme, three types of options shall be granted: (i) Performance stock units (PSUs) granted at face value; (ii) stock options to be granted at market price and (III) Restricted Stock Units (RSUs) to be granted at face value. While the company has capped the number of options at Rs. 4.0 mn shares per employee, the company has not disclosed the distribution of each type of option. With respect to the vesting of the PSUs, Wipro has provided generic performance metrics: revenue, margins and cashflow targets of the company and The NRC will also have the flexibility to choose any other parameters at their discretion. We require companies to disclose specific parameters with a pre-defined range of achievements where PSUs are granted at a deep discount to the market price. While the stock options under the scheme shall be granted at market price, RSUs granted at face value will have time-based vesting. We do not favor stock option schemes where options are granted at a significant discount to market price since there is no alignment between the interests of investors and those of employees.
  • Mirae Asset Mutual FundStock options granted at a significant discount to market price
  • Nippon India Mutual FundInadequate Disclosure
  • Zerodha Mutual FundInadequate disclosure of Exercise Price or Pricing Formula. NRC discretion to determine Vesting Period, No bifurcation of ESOP/RSU/PSU, Excessive benefit can be extended to an individual employee.

  8 for20 against
• Approval of Wipro Limited Employee Stock Options, Performance Stock Unit and/or Restricted Stock Unit Scheme 2024 (“2024 Scheme”) for grant of employee stock options, performance stock units and/or restricted stock units to the eligible employees of group company(ies) of the CompanyMoreLess

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, Sundaram Mutual FundThrough resolution #7, the company seeks approval to extend the benefits of the 2024 Scheme to the employees of group companies including present and future subsidiary and associate companies. We do not support the extension of ESOP schemes to employees of associate companies and group companies except to employees of unlisted subsidiaries. Further, our view on resolution #7 is linked to our view on resolution #6.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundInterlinked with Resolution #6, Governance Concern: Extension of scheme to group companies without compelling reasons / justifications.
  • Edelweiss Mutual FundWill lead to dilution of Shares
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • It is unclear if RSUs are performance based as the performance conditions have not been disclosed. • The proposal includes grant of stock options to employees of associate companies without a compelling rationale.
  • HDFC Mutual FundESOPs/RSUs are granted at a significant discount to market price
  • HSBC Mutual FundIt is unclear if RSUs are performance based as the performance conditions have not been disclosed.
  • Kotak Mahindra Mutual FundThrough resolution #7, the company seeks approval to extend the benefits of the 2024 Scheme to the employees of group companies including present and future subsidiary and associate companies. We do not support the extension of ESOP schemes to employees of associate companies and group companies except to employees of unlisted subsidiaries. Our view on resolution #7 is linked to our view on resolution #6.
  • Mirae Asset Mutual FundStock options granted at a significant discount to market price
  • Nippon India Mutual FundInadequate Disclosure
  • Zerodha Mutual FundInadequate disclosure of Exercise Price or Pricing Formula. NRC discretion to determine Vesting Period, No bifurcation of ESOP/RSU/PSU, Excessive benefit can be extended to an individual employee.

  9 for18 against

Mutual fund votes, meeting of 29 May 2024, 30 fund houses

• Appointment of Mr. Srinivas Pallia (DIN: 10574442) as the Chief Executive Officer and Managing Director of the Company

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Navi Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Axis Mutual FundSrinivas Pallia, 57, joined Wipro in 1992 and was the CEO of Americas before joining the board. We estimate his remuneration at Rs. 747.0 mn including stock options for FY25. His aggregate remuneration including fixed pay (including time-based RSUs) at ~44% of total pay is high when compared to industry peers. The residual 56% of his pay is variable and will be paid on accomplishment of targets - however, performance target disclosures are broadly given without sufficient granularity and clarity. Srinivas Pallia's remuneration in subsequent years of his tenure - FY26 to FY29 - are not ascertainable. The resolution allows for him to be granted more stock options during the year and allows the NRC the flexibility to increase his remuneration within the regulatory limits, which is 5% of Wipro's standalone profits. We believe the resolution for his remuneration is open-ended, without sufficient contours for us to make a reasonable estimation of his remuneration during the term. We also raise concern that the terms of severance pay favour Srinivas Pallia - in case of termination by Srinivas Pallia he will have to service a 6 month notice period or pay 6 months termination fee, however, in case of termination by WIPRO, the company will pay him 12 months remuneration. While we support his appointment as Managing Director and CEO, we do not support the proposed remuneration structure, and therefore do not support the resolution.
  • Bank of India Mutual Fund, DSP Mutual Fund, Navi Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundSrinivas Pallia, 57, joined Wipro in 1992 and was the CEO of Americas before joining the board. We estimate his remuneration at Rs. 747.0 mn including stock options for FY25. His aggregate remuneration including fixed pay (including time-based RSUs) at ~44% of total pay is high when compared to industry peers. The residual 56% of his pay is variable and will be paid on accomplishment of targets – however, performance target disclosures are broadly given without sufficient granularity and clarity. Srinivas Pallia’s remuneration in subsequent years of his tenure – FY26 to FY29 – are not ascertainable. The resolution allows for him to be granted more stock options during the year and allows the NRC the flexibility to increase his remuneration within the regulatory limits, which is 5% of Wipro’s standalone profits. We believe the resolution for his remuneration is open-ended, without sufficient contours for us to make a reasonable estimation of his remuneration during the term. We also raise concern that the terms of severance pay favour Srinivas Pallia – in case of termination by Srinivas Pallia he will have to service a 6 month notice period or pay 6 months termination fee, however, in case of termination by WIPRO, the company will pay him 12 months remuneration. While we support his appointment as Managing Director and CEO, we do not support the proposed remuneration structure, and therefore do not support the resolution.
  • Edelweiss Mutual FundAdequate information not given.
  • Invesco Mutual FundSrinivas Pallia, 57, joined Wipro in 1992 and was the CEO of Americas before joining the board. We estimate his remuneration at Rs. 747.0 mn including stock options for FY25. His aggregate remuneration including fixed pay (including time-based RSUs) at ~44% of total pay is high when compared to industry peers. The residual 56% of his pay is variable and will be paid on accomplishment of targets – however, performance target disclosures are broadly given without sufficient granularity and clarity. Srinivas Pallia’s remuneration in subsequent years of his tenure – FY26 to FY29 – are not ascertainable. The resolution allows for him to be granted more stock options during the year and allows the NRC the flexibility to increase his remuneration within the regulatory limits, which is 5% of Wipro’s standalone profits. We believe the resolution for his remuneration is open-ended, without sufficient contours for us to make a reasonable estimation of his remuneration during the term. We also raise concern that the terms of severance pay favour Srinivas Pallia – in case of termination by Srinivas Pallia he will have to service a 6 month notice period or pay 6 months termination fee, however, in case of termination by WIPRO, the company will pay him 12 months remuneration. While we support his appointment as Managing Director and CEO, we do not support the proposed remuneration structure, and therefore do not support the resolution

  22 for8 against
• Approval for payment of cash compensation to Mr. Thierry Delaporte (DIN: 08107242), former Chief Executive Officer and Managing Director of the Company

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual FundNo clarity on whether proposed compensation is severance pay. Why severance pay if he has resigned and also why a notice period if he has not resigned. Also under what capacity is Thierry employed till end of his term, no clarity.
  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Navi Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundThierry Delaporte resigned as MD and CEO from close of business hours on 6 April 2024, before the end of his term (in 2025). However, he shall be relieved from the employment of the company with effect from close of business hours on 31 May 2024. The company proposes to pay the former MD and CEO USD 4.33 mn (Rs. 361.5 mn) in the form of cash compensation for the two months, which aggregates 44% of his FY23 aggregate remuneration. As per the company this payment will be in recognition for driving significant transformation during his tenure as CEO and MD at Wipro and for smooth transition, ensuring business continuity and ensuring adherence to post-engagement obligations. The rationale for such a large payout for what appear to be obligations born out of basic professionalism is unclear. The company must also clarify if this payout was agreed to as part of his employment contract.
  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Generic rationale for the payment of compensation. Transparency Concern: No clarity on whether proposed compensation is severance pay.
  • Baroda BNP Paribas Mutual FundNo clarity on whether proposed compensation is severance pay.
  • Edelweiss Mutual FundNot justified as he has resigned.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted given that: • There is insufficient disclosure and that certain aspects of the reward justification fall within the scope of an executive's appointment contract. • Complete notice period has not been served, leaving scope for disclosures on the same.
  • HDFC Mutual FundCash compensation is quite high for two months considering he will be concluding this term
  • HSBC Mutual FundThere is insufficient disclosure and that certain aspects of the reward justification fall within the scope of an executive's appointment contract. Complete notice period has not been served, leaving scope for disclosures on the same.
  • Invesco Mutual FundThierry Delaporte resigned as MD and CEO from close of business hours on 6 April 2024, before the end of his term (in 2025). However, he shall be relieved from the employment of the company with effect from close of business hours on 31 May 2024. The company proposes to pay the former MD and CEO USD 4.33 mn (Rs. 361.5 mn) in the form of cash compensation for the two months, which aggregates 44% of his FY23 aggregate remuneration. As per the company this payment will be in recognition for driving significant transformation during his tenure as CEO and MD at Wipro and for smooth transition, ensuring business continuity and ensuring adherence to post-engagement obligations. The rationale for such a large payout for what appear to be obligations born out of basic professionalism is unclear. The company must also clarify if this payout was agreed to as part of his employment contract
  • Kotak Mahindra Mutual FundNo concern has been identified with the profile of Mr. Thierry Delaporte, former Chief Executive Officer and Managing Director of the Company. However, the rationale for such a large payout for what appear to be obligations born out of basic professionalism, is unclear. The resolution is non-compliant with the SEBI (LODR) Regulations. Moreover the Company should have specified the details regarding the severance pay at the time of seeking approval for original appointment since resolution #1 specifically covers approval for severance pay. Hence voting against.
  • Mahindra Manulife Mutual FundGovernance Concern: Generic rationale for the payment of compensation. Transparency Concern: No clarity on whether proposed compensation is severance pay. The company proposes to pay the former MD and CEO USD 4.33 mn (Rs. 361.5 mn) in the form of cash compensation for the two months, which aggregates 44% of his FY23 aggregate remuneration. As per the company this payment will be in recognition for driving significant transformation during his tenure as CEO and MD at Wipro and for smooth transition, ensuring business continuity and ensuring adherence to post-engagement obligations. The rationale for such a large payout for what appear to be obligations born out of basic professionalism is unclear. The company must also clarify if this payout was agreed to as part of his employment contract.
  • Nippon India Mutual FundLack of clarity
  • SBI Mutual FundThierry Delaporte resigned as MD and CEO from close of business hours on 6 April 2024, before the end of his term (in 2025). However, he shall be relieved from the employment of the company with effect from close of business hours on 31 May 2024. The company proposes to pay the former MD and CEO USD 4.33 mn (Rs. 361.5 mn) in the form of cash compensation for the two months, which aggregates 44% of his FY23 aggregate remuneration. As per the company this payment will be in recognition for driving significant transformation during his tenure as CEO and MD at Wipro and for smooth transition, ensuring business continuity and ensuring adherence to post-engagement obligations. The rationale for such a large payout for what appear to be obligations born out of basic professionalism is unclear. Hence, we do not support the resolution.
  • Zerodha Mutual FundGeneric rationale for payment of compensation and no clarity on whether proposed compensation is severance pay.

  8 for22 against