Proxy Advisory Firm Recommends Against Reappointment Of Bina Modi As Godfrey Phillips MD

US-based proxy advisory firm Glass Lewis has advised the shareholders of Godfrey Phillips to vote 'against' the special resolution seeking the reappointment of Bina Modi as Managing Director at the Annual General Meeting on Sept 6.

Glass Lewis has backed Samir Modi's presence on the board.

Godfrey Phillips India has scheduled its Annual General Meeting on Sept. 6, 2024, in which it has put five ordinary resolutions and one special resolution for approval from its shareholders.

As Bina Modi's remuneration exceeds the limits of Rs 5 crore or 2.5% of the net profits of the company, Godfrey Phillips requires a special resolution, which has to be passed from a super majority of 75 per cent of the total votes polled.

Opposing the special resolution, Glass Lewis observed there are "no defined performance conditions for the payment of commission" to Bina Modi and her "appointment is as combined chairman and managing director".

"Given our concerns, we do not believe shareholders should support the proposed appointment and remuneration of this executive at this time. We recommend that shareholders vote AGAINST this proposal," said San Francisco, California-based proxy advisory firm.

Godfrey Phillips India, the flagship company of Modi Enterprises, is currently going through an intense board room and succession battle between Bina Modi and Samir Modi-led camps.

Samir Modi is the son of Bina Modi, who is heading the board of the company, which has decided not to renew or reappoint him as his term ends this year.

Samir Modi, who is on the board of Godfrey Phillips an executive director till his superannuation, is engaged in a slugfest with his mother.

Earlier, in June he had alleged Bina Modi of orchestrating an attack on him and of being stopped from participating in the board meeting of the company.

The proxy firm has observed that Godfrey Phillips' board has concluded Samir Modi's actions and performance constitute misconduct, however, there has been no public disclosure from the company to substantiate any of these claims.

Glass Lewis further said it believes shareholders still have a right to make a determination on Samir Modi's candidacy as a continuing director, and the absence of such a choice sends a 'negative signal' to shareholders.

Godfrey Phillips has also proposed to appoint Samir's sister Charu Modi on the board of the company for five years from Sept. 7, 2024.

In Godfrey Phillips India, promoters own 72.58% stake, in which the Modi family owns 47.48% stake and the remaining 25.10% is owned by Philip Morris Global Brands Inc.

For the financial year ended on March 31, 2024, Godfrey Phillips India, which owns cigarette brands like Four Square, Red and White, Cavanders, Tipper and North Pole, had revenue of Rs 5,274.68 crore.

It also manufactures and distributes brand Marlboro under a license agreement with Philip Morris.

Besides, it also operates the convenience store chain 24Seven, which it last month had announced to exit from this loss-making business.

Last month Godfrey Phillips had said it is going ahead with plans to exit from the retail business operated under the 24Seven brand following the setting aside of an interim injunction on the move by a district court in the Capital.

Earlier, an injunction order was passed against hiving of the retail business on June 27, 2024, by a city court here over an application filed by Samir Modi.