US proxy advisory firm Glass Lewis has advised Godfrey Phillips shareholders to vote against the special resolution to reappoint Bina Modi as managing director at the annual general meeting (AGM) on September 6. Glass Lewis has supported the presence of Sameer Modi on the board of directors.
Godfrey Phillips India has scheduled its AGM on September 6, 2024, in which it has placed five ordinary resolutions and one special resolution for the approval of its shareholders. Since Bina Modi’s remuneration exceeds the limit of Rs 5 crore or 2.5 per cent of the company’s net profit, Godfrey Phillips needs a special resolution, which has to be passed by a majority of 75 per cent of the total votes cast.
Opposing the special resolution, Glass Lewis said that there is no performance-related condition for payment of commission to Bina Modi and her appointment is as co-chairman and managing director. The report of American advisory firm Glass Lewis said that amid the promoter dispute, it is possible that the board may not have properly followed the rules related to corporate governance.
This report comes amid the ongoing dispute between Bina Modi and her son Samir Modi at K.K. Modi. Samir Modi, son of Bina Modi, chairman of Modi Enterprises, is on the board of several group companies. He is also currently the executive director of Godfrey Phillips, one of the companies associated with Modi Enterprises. However, he is set to exit the upcoming Annual General Meeting (AGM) due to rotation.
