CreditAccess Grameen CEO, chairman, board of directors and AGM

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

• Adoption of Annual Financial Statements

  5 for0 against
• Declaration of Dividend

  21 for0 against
• Appointment of Mr. Sumit Kumar (DIN: 07415525) as a Director who is liable tonretire by rotation

  21 for0 against
• Appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants as one ofnthe Joint Statutory Auditors of the Company

  ›Against Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual FundNo issues on merit of the proposed Statutory Auditors. Non-Compliant with Regulation 36(5) of SEBI LODR: Proposed audit fee payable to Statutory Auditors not disclosed. Transparency Concern: There is no clarity regarding distribution/allocation of audit remuneration among joint auditors.
  • Kotak Mahindra Mutual FundWalker Chandiok & Co LLP will replace PKF Sridhar & Santhanam LLP as joint statutory auditors, who will complete their term at the 2024 AGM. Accordingly, Walker Chandiok & Co LLP will act as joint statutory auditors along with Varma & Varma. The company has not disclosed the proposed audit fees, which is a regulatory requirement according to the Regulation 36 (5) of SEBI (LODR) Regulations, 2015. Hence voting against the resolution.

  17 for5 against
• Re-appointment of Mr. Manoj Kumar (DIN: 02924675), as Independent Director ofnthe Company for a second term of 5 (five) years

  21 for0 against
• Increase of existing Borrowing Limits of the Company

  6 for0 against
• Amendments to CAGL Employees Stock Option Plan-2011

  ›Against Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund

  • Invesco Mutual FundIn the case of ESOP 2011, the exercise price is determined by NRC based on market price during the three months prior to the date of grant. Since the exercise price will be determined at the discretion of NRC, the grants may be made at a significant discount to the market price. While we recognize that past grants of stock options have been at market price, the scheme provides flexibility to the NRC to grant stock options at exercise price at a large discount to market price. We do not favour ESOP schemes where options are granted at a significant discount to the market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount. Further, the company has sought approval for reviving 28,715 lapsed stock options belonging to twenty-five employees by increasing the vesting period of these options by one year. No granular rationale has been provided for the same. We do not support modifications to the life cycle of granted stock options, i.e., specified vesting and exercise schedule, after they are granted. In absence of clarity, we do not support the resolution.
  • Kotak Mahindra Mutual FundIn the case of ESOP 2011, the exercise price is determined by NRC based on market price during the three months prior to the date of grant. Since the exercise price will be determined at the discretion of NRC, the grants may be made at a significant discount to the market price. While we recognize that past grants of stock options have been at market price, the scheme provides flexibility to the NRC to grant stock options at exercise price at a large discount to market price. We do not favour stock option schemes where the exercise price is at a significant discount to market price. Further, the company has sought approval for reviving 28,715 lapsed stock options belonging to twenty-five employees by increasing the vesting period of these options by one year. No granular rationale has been provided for the same. In absence of clarity, we do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Sundaram Mutual Fund"In the case of ESOP 2011, the exercise price is determined by NRC based on market price during the three months prior to the date of grant. Since the exercise price will be determined at the discretion of NRC, the grants may be made at a significant discount to the market price. While we recognize that past grants of stock options have been at market price, the scheme provides flexibility to the NRC to grant stock options at exercise price at a large discount to market price. We do not favour ESOP schemes where options are granted at a significant discount to the market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount. Further, the company has sought approval for reviving 28,715 lapsed stock options belonging to twenty-five employees by increasing the vesting period of these options by one year. No granular rationale has been provided for the same. We do not support modifications to the life cycle of granted stock options, i.e., specified vesting and exercise schedule, after they are granted. In absence of clarity, we do not support the resolution."

  17 for4 against

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

• Adoption of Annual Financial Statements

  18 for0 against
• Appointment of Mr. Massimo Vita (DIN: 07863194) as a Director, liable to retire by rotation

  ›Against Motilal Oswal Mutual Fund, PGIM India Mutual Fund

  • Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Excessive time commitment i.e. Holding more than 1 full-time position.

  16 for2 against
• Appointment of M/s. Varma & Varma as one of the Joint Statutory Auditors of the Company

  18 for0 against
• Increase in Payment of Commission to Independent Directors

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual FundShareholders had approved the payment of commission to independent directors (FY22 onwards) in the range of Rs. 1.5 mn to Rs. 2.5 mn per annum, at the 2022 AGM. The company now seeks shareholder approval to increase the range of commission to Rs. 2.5 mn - Rs 5.0 mn per annum per director (FY23 onwards). The increment for each director will be restricted to 15% and the aggregate commission will not exceed 0.5% of consolidated net profits. The independent directors were paid aggregate commission of Rs. 7.9 mn and Rs. 7.2 mn respectively in FY22 and FY23 and the aggregate commission stood at less than 0.2% of consolidated PBT in last three years. The proposed commission to Independent Directors is in line with market practices. However, the company has not defined a tenure for the proposed commission and thus the resolution is effectively valid in perpetuity. We are unable to support the resolution as we believe shareholders must get a change to periodically approve such payments.
  • Bandhan Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundNot Compliant with Section II, Part II of Schedule V of the Companies Act, 2013: Approval for perpetuity i.e. without specific term.
  • Edelweiss Mutual FundAgainst interest of share holders
  • Invesco Mutual FundShareholders had approved the payment of commission to independent directors (FY22 onwards) in the range of Rs. 1.5 mn to Rs. 2.5 mn per annum, at the 2022 AGM. The company now seeks shareholder approval to increase the range of commission to Rs. 2.5 mn - Rs. 5.0 mn per annum per director (FY23 onwards). The increment for each director will be restricted to 15% and the aggregate commission will not exceed 0.5% of consolidated net profits. The independent directors were paid aggregate commission of Rs. 7.9 mn and Rs. 7.2 mn respectively in FY22 and FY23 and the aggregate commission stood at less than 0.2% of consolidated PBT in last three years. The proposed commission to Independent Directors is in line with market practices. However, the company has not defined a tenure for the proposed commission and thus the resolution is effectively valid in perpetuity. We are unable to support the resolution as we believe shareholders must get a change to periodically approve such payments

  9 for9 against
• Increase in existing Borrowing Limits of the Company

  4 for0 against
• Continuation of Directorship of Mr. George Joseph (DIN: 00253754), Chairman of Board and Lead Independent Director, beyond his 75 years of age

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, Invesco Mutual Fund, Sundaram Mutual FundGeorge Joseph, 74, is the Chairperson and the Lead Independent director of CreditAccess Grameen Limited. He retired as Chairperson and Managing Director of Syndicate Bank in 2009. The company seeks shareholder approval for his continuation after he attains the age of seventy-five in April 2024. He attended all eight board meetings held in FY23. We do not consider age to be a criterion for board memberships. We raise concern that through a postal ballot in April 2021, his reappointment was sought for five years from 9 September 2020 (till 8 September 2025) or till the attainment of the age of seventy-five (26 April 2024), whichever is earlier. Accordingly, we believe his second term ends on 26 April 2024. Given that regulations allow a maximum of two terms, we are unable to support his continuation beyond 26 April 2024 (completion of second term).
  • Bandhan Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Holding dual position of Board Chairman as well as Audit Committee Chairman.
  • Edelweiss Mutual FundUnfit for the role
  • Mirae Asset Mutual FundEarlier, through a postal ballot in April 2021, his reappointment was sought for five years from 9 September 2020 (till 8 September 2025) or till the attainment of the age of seventy-five (26 April 2024), whichever is earlier implying his second term ends on 26 April 2024 and regulations allow a maximum of two terms, we are unable to support his continuation beyond 26 April 2024

  9 for9 against
• Re-designation of Mr. Udaya Kumar Hebbar (DIN: 07235226) as Managing Director of the Company

  18 for0 against
• Appointment of Mr. Ganesh Narayanan as Chief Executive Officer of the Company

  18 for0 against
• To approve amendments to CAGL Employees Stock Option Plan-2011

  18 for0 against
• To approve alteration of Articles of Association

  18 for0 against

• Extension of Appointment of Mr. Udaya Kumar Hebbar (DIN: 07235226) as ManagingnDirector & Chief Executive Officer of the Company, for a further period of 2 (Two) years

  16 for0 against

• Approval for Appointment of Ms. Rekha Warriar, (DIN: 08152356), as Non-Executive-Independent Director of the Company

  15 for0 against
• Approval for the appointment of Mr. Paolo Brichetti (DIN: 1908040), as Vice Chairman & Non-Executive Director

  15 for0 against

• ORDINARY - Adoption of Annual Financial Statements

  10 for0 against
• ORDINARY - Appointment of Mr. Sumit Kumar (DIN 07415525) as a Director liable to retire by rotation

  10 for0 against
• ORDINARY - To approve the remuneration payable to Deloitte Haskins Sells, the Statutory Auditors

  10 for0 against
• SPECIAL - Payment of Commission to the Independent Directors

  ›Against Bank of India Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund

  • Bank of India Mutual Fund, Mahindra Manulife Mutual FundShareholders had approved the payment of commission in the range of Rs 0.5 mn to Rs 1.2 mn p.a. per director, at the AGM of August 2020. The company proposes to increase the compensation to Independent Directors in a range of Rs 15.0 mn to Rs 25.0 mn p.a. per director. The four Independent Directors were paid a commission of Rs 28.7 mn in FY20, Rs. 35.9 mn in FY21 and the proposed commission for FY22 is Rs 78.8 mn, subject to shareholder approval. The proposed commission is commensurate with the size and complexity of operations. However, the approval being sought is in perpetuity. We do not support perpetual resolutions and expect that boards approach shareholders periodically to seek their approval.
  • Mirae Asset Mutual FundThe approval sought is till perpetuity with the amount in absolute terms, as against % of net profit which may vary across years and hence is not acceptable.

  7 for3 against

• To consider, and if thought fit, to approve, with or without modifications(s) the Scheme of Amalgamation between Madura Micro Finance Limited (“Transferor Company ) and CreditAccess Grameen Limited (“Transferee Company ) and their respective Shareholders and Creditors.MoreLess

  7 for0 against