Hero MotoCorp chairman and AGM

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

• To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended March 31, 2024 together with the reportsnof the Directors’ and Auditors’ thereon and the audited consolidated financial statements of the Company together with the report of the Auditors' thereon for the financial year ended March 31, 2024.MoreLess

  27 for0 against
• To confirm payment of interim dividend of Rs. 75/- per equity share and a special dividend of Rs. 25/- per equity share, taking overall interim dividend to Rs. 100/- per equity share for the financial year 2023-24 and to declare a final dividend of Rs. 40/- per equity share for the financial year 2023-24.MoreLess

  29 for0 against
• To appoint a Director in place of Mr. Pradeep Dinodia (DIN: 00027995) who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual FundRe-appointment compliant with law. Governance Concern: Skewed Remuneration in favour of Promoter Director, Conflict of interest as Promoter NRC Member.
  • Axis Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual FundPradeep Dinodia, 70, Chairperson and Managing Partner, S.R. Dinodia & Co. LLP, has been on the board since March 2001. In FY24, he attended all board meetings and retires by rotation. Though his reappointment meets statutory requirements, we do not support his reappointment on account of the failure of the Nomination and Remuneration Committee, of which he has been a member since 30 January 2006, to provide effective oversight to the Chairperson and Managing Director’s (CMD) remuneration. In FY24, Pawan Munjal’s remuneration aggregated Rs. 1.09 bn, after a 20% voluntary reduction in fixed pay from 1 January 2024 and in FY24 commission – in the absence of the voluntary reduction, his remuneration would have been even higher. The absolute level of cash compensation is likely to be the highest among the CEOs of the NIFTY 50, of which the company is a constituent. The absolute level of compensation is higher than industry peers and companies of comparable size. This remuneration level is despite the majority investor push-back on the resolution proposing his remuneration in the 2021 AGM – the resolution passed only because promoters voted their shares, which while allowed under regulation, is a conflict of interest. To this extent, we believe the NRC has ignored the voice of non-controlling shareholders. We note that independent of company performance, Pawan Munjal’s remuneration has increased over the past five years – where increases in fixed pay compensated for reduction in commission. We believe the NRC has neither aligned the CMD’s remuneration to company performance, nor benchmarked it to industry standards.
  • Invesco Mutual FundPradeep Dinodia, 70, Chairperson and Managing Partner, S.R. Dinodia & Co. LLP, has been on the board since March 2001. In FY24, he attended all board meetings and retires by rotation. Though his reappointment meets statutory requirements, we do not support his reappointment on account of the failure of the Nomination and Remuneration Committee, of which he has been a member since 30 January 2006, to provide effective oversight to the Chairperson and Managing Director’s (CMD) remuneration. In FY24, Pawan Munjal’s remuneration aggregated Rs. 1.09 bn, after a 20% voluntary reduction in fixed pay from 1 January 2024 and in FY24 commission – in the absence of the voluntary reduction, his remuneration would have been even higher. The absolute level of cash compensation is likely to be the highest among the CEOs of the NIFTY 50, of which the company is a constituent. The absolute level of compensation is higher than industry peers and companies of comparable size. This remuneration level is despite the majority investor push-back on the resolution proposing his remuneration in the 2021 AGM – the resolution passed only because promoters voted their shares, which while allowed under regulation, is a conflict of interest. To this extent, we believe the NRC has ignored the voice of non-controlling shareholders. We note that independent of company performance, Pawan Munjal’s remuneration has increased over the past five years – where increases in fixed pay compensated for reduction in commission. We believe the NRC has neither aligned the CMD’s remuneration to company performance, nor benchmarked it to industry standards
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • PPFAS Mutual FundSkewed Remuneration in favour of Promoter Director, Conflict of interest as Promoter NRC Member.
  • Zerodha Mutual FundGovernance Concern: Skewed Remuneration in favour of Promoter Director, Conflict of interest as Promoter NRC Member.

  17 for12 against
• Ratification of remuneration of Cost Auditors for financial year 2024-25.

  29 for0 against
• Re-appointment of Mr. Vikram Sitaram Kasbekar (DIN: 00985182) as a Whole-time Director of the Company

  29 for0 against
• Re-appointment of Ms. Tina Trikha (DIN: 02778940) as an Independent Director of the Company.

  29 for0 against
• Re-appointment of Ms. Camille Miki Tang (DIN: 09404649) as an Independent Director of the Company.

  29 for0 against
• Re-appointment of Mr. Rajnish Kumar (DIN: 05328267) as an Independent Director of the Company.

  29 for0 against

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

• To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended March 31, 2023 together with the reportsnof the Directors’ and Auditors’ thereon and the audited consolidated financial statements of the Company for the financial year ended March 31, 2023MoreLess

  23 for0 against
• To confirm payment of interim dividend of Rs. 65/- per equity share and to declare a final dividend of Rs. 35/-per equity share for the financial year 2022-23.n

  26 for0 against
• To appoint a Director in place of Mr. Suman Kant Munjal (DIN: 00002803) who retires by rotation and being eligible, offers himself for re-appointment.

  26 for0 against
• Ratification of remuneration of Cost Auditors for financial year 2023-24.n

  25 for0 against
• Re-appointment of Prof. Jagmohan Singh Raju (DIN:08273039) as an Independent 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, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Sundaram Mutual Fund

  • 360 One Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Motilal Oswal Mutual FundRe-appointment Compliant with law. Governance Concern: Mr. Jagmohan Singh Raju is the chairperson of NRC, a committee in charge of board remuneration policy that appears to be skewed in favor of promoter ED’s.
  • Axis Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual FundJagmohan Singh Raju, 68, is a Professor of Marketing at Wharton School, University of Pennsylvania. He was the Vice Dean for Wharton Executive Education and Wharton Online from July 2016 to March 2022. He has been on the board since November 2018. He has attended all seven board meetings in FY23. His reappointment meets all statutory requirements. Jagmohan Singh Raju has been the Chair of the Nomination and Remuneration Committee (NRC) since 2019. In this role, he has failed to provide adequate oversight to the manner in which Pawan Munjal’s remuneration was structured and paid. Pawan Munjal’s remuneration aggregated Rs.995 mn in FY23 and has been increasing steadily, despite middling performance by the company. It is unclear how Pawan Munjal’s remuneration has been benchmarked, and over the years, his fixed pay has increased that compensated a lower payout on variable pay. As the NRC Chair, Jagmohan Singh has not paid sufficient heed to the investor pushback on Pawan Munjal’s remuneration resolution in the 2021 AGM.
  • Invesco Mutual FundJagmohan Singh Raju, 68, is a Professor of Marketing at Wharton School, University of Pennsylvania. He was the Vice Dean for Wharton Executive Education and Wharton Online from July 2016 to March 2022. He has been on the board since November 2018. He has attended all seven board meetings in FY23. His reappointment meets all statutory requirements. Jagmohan Singh Raju has been the Chair of the Nomination and Remuneration Committee (NRC) since 2019. In this role, he has failed to provide adequate oversight to the manner in which Pawan Munjal’s remuneration was structured and paid. Pawan Munjal’s remuneration aggregated Rs. 995 mn in FY23 and has been increasing steadily, despite middling performance by the company. It is unclear how Pawan Munjal’s remuneration has been benchmarked, and over the years, his fixed pay has increased that compensated a lower payout on variable pay. As the NRC Chair, Jagmohan Singh has not paid sufficient heed to the investor pushback on Pawan Munjal’s remuneration resolution in the 2021 AGM.
  • Kotak Mahindra Mutual FundJagmohan Singh Raju, 68, is a Professor of Marketing at Wharton School, University of Pennsylvania. He was the Vice Dean for Wharton Executive Education and Wharton Online from July 2016 to March 2022. He has been on the board since November 2018. He has attended all seven board meetings in FY23. Though his reappointment is compliant with law, his leadership at Nomination and Remuneration Committee raises concerns on promoter remuneration. There is no proper disclosure provided on Pawan Munjal s remuneration structure. His remuneration aggregated Rs.995 mn in FY23 and has been increasing steadily, despite middling performance by the company. His fixed pay has increased that compensated a lower pay out on variable pay.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundSkewed Remuneration Policy
  • NJ Mutual FundNRC Chairman & Skewed Remuneration Policy

  13 for12 against

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

• To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended March 31, 2022 together with the reports of the Directors’ and Auditors’ thereon and the audited consolidated financial statements of the Company for the financial year ended March 31, 2022.MoreLess

  24 for0 against
• To confirm payment of interim dividend of Rs. 60/- per equity share and to declare a final dividend of Rs. 35/-per equity share for the financial year 2021-22.

  24 for0 against
• To appoint a Director in place of Mr. Vikram Sitaram Kasbekar (DIN: 00985182) who retires by rotation and being eligible, offers himself for re-appointment.

  24 for0 against
• To appoint Statutory Auditors of the Company and fix their remuneration.

  24 for0 against
• Ratification of remuneration of Cost Auditors for financial year 2022-23.

  ›Against JM Financial Mutual Fund

  • JM Financial Mutual FundGovernance Concern: Cost Audit fee significantly lower than the minimum suggested fee by ICAI.

  23 for1 against
• Re- appointment of Mr. Vikram Sitaram Kasbekar (DIN: 00985182) as a Whole-time Director of the Company.

  25 for0 against

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

• Appointment of Ms. Camille Miki Tang (DIN:09404649) as an Independent Director of thenCompany

  20 for0 against

  1 abstained

• Appointment of Mr. Rajnish Kumar (DIN:05328267) as an Independent Director of thenCompany

  19 for0 against

  1 abstained

• Appointment of Ms. Vasudha Dinodia (DIN:00327151) as a Non-Executive Director of thenCompany liable to retire by rotation

  19 for0 against

  1 abstained

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

• To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended March 31, 2021 together with the reports of the Directors' and Auditors' thereon and the audited consolidated financial statements of the Company for the financial year ended March 31, 2021.MoreLess

  19 for0 against
• To confirm payment of interim dividend of Rs. 70/- per equity share and to declare a final dividend of Rs. 35/- per equity share for the financial year 2020-21.

  19 for0 against
• Re-appointment of Mr. Pradeep Dinodia (DIN:00027995) who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the re-election of Pradeep Dinodia is warranted because, the board independence norms are not met and Pradeep Dinodia is a non-independent director nominee.

  18 for1 against

  1 abstained

• Ratification of remuneration of Cost Auditors for financial year 2021-22.

  19 for0 against
• Appointment of Air Chief Marshal Birender Singh Dhanoa (Retd.) (DIN: 08851613) as an Independent Director of the Company.

  19 for0 against

  1 abstained

• Re- appointment of Dr. Pawan Munjal (DIN: 00004223) as a Whole-time Director of the Company.

  19 for0 against
• To approve terms and conditions and payment of remuneration of Dr. Pawan Munjal (DIN: 00004223) as the Whole-time Director of the Company.

  ›Against Franklin Templeton Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Tata Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • Pawan Munjal is the promoter, CEO, Board Chair and a member of the nomination and remuneration committee, which is likely to create material conflicts of interest with regard to his pay arrangements. • Concerns regarding alignment of his pay and the company's performance have been identified in the past. • Estimated pay as per the proposed remuneration terms is high and aggressively positioned compared to market peers.
  • HDFC Mutual FundThe proposed remuneration is high
  • Invesco Mutual FundPawan Munjal’s FY21 remuneration aggregated Rs. 869.3 mn. His remuneration over the past five years has outpaced company performance. Variable pay as a proportion of total pay has been declining over the past five years from 77% of pay in FY17 to 44% in FY21. Pawan Munjal’s proposed remuneration is estimated at Rs. 948.4 mn, 60% being fixed. The proposed pay is higher than peers. The company must consider setting a cap on overall variable pay.
  • Mirae Asset Mutual FundFY21 remuneration aggregated Rs. 869. 3 mn. His remuneration over the past five years has outpaced company performance. Variable pay as a proportion of total pay has been declining over the past five years from 77% of pay in FY17 to 44% in FY21. The proposed remuneration is estimated at Rs. 948. 4 mn, 60% being fixed. The proposed pay is higher than peers. The company must consider setting a cap on overall variable pay. (Passive holding).
  • Nippon India Mutual FundRemuneration is high
  • Tata Mutual FundPawan Munjal’s FY21 remuneration aggregated Rs. 869. 3 mn. His remuneration over the past five years has outpaced company performance. Variable pay as a proportion of total pay has been declining over the past five years from 77% of pay in FY17 to 44% in FY21. Pawan Munjal’s proposed remuneration is estimated at Rs. 948. 4 mn, 60% being fixed. The proposed pay is higher than peers. The company must consider setting a cap on overall variable pay.

  12 for6 against

  1 abstained

• To approve extension of benefits of Employee Incentive Scheme - 2014 to the eligible employees of the subsidiary companies.

  ›Against Franklin Templeton Mutual Fund, HDFC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because the Scheme permits stock options to be issued with an exercise price at a discount to the current market price.
  • HDFC Mutual FundThere is lack of disclosure or clarity on the pricing formula or exercise price at which the ESOP will be granted

  17 for2 against

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

• To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended March 31, 2020 together with the reports of the Directors' and Auditors' thereon and the audited consolidated financial statements of the Company for the financial year ended March 31, 2020.MoreLess

  20 for0 against

  1 abstained

• To confirm payment of Interim dividend of Rs. 65/- per equity share and to declare a final dividend of Rs. 25/- per equity share for the financial year 2019-20.

  21 for0 against
• Re-appointment of Mr. Suman Kant Munjal (DIN: 00002803) who retires by rotation and being eligible, offers himself for re-appointment.

  21 for0 against

  1 abstained

• Ratification of remuneration of Cost Auditors for financial year 2020-21

  22 for0 against
• Appointment of Ms. Tina Trikha (DIN: 02778940) as an Independent Director of the Company

  21 for0 against

  1 abstained