Sandra Shroff resigned from the role on August 31, just before the company’s annual meeting as proxy advisory firms suggested that institutional investors should vote against her reappointment, as non-executive director indicating the excessive remuneration paid to her through subsidiaries or group companies.
Sandra Shroff, the Vice Chairman of the Mumbai-based agrochemical company UPL has resigned from the board. Her resignation came on August 31, just before the company’s annual meeting as proxy advisory firms suggested that institutional investors should vote against her reappointment, as non-executive director indicating the excessive remuneration paid to her through subsidiaries or group companies.
The Indian multinational paid her Rs. 9crore as remuneration in the FY20 through its subsidiaries to bypass the disclosure and approval requirements, said Proxy advisor Stakeholders Empowerment Services (SES).
After her resignation, the resolution on her re-appointment was dropped from the AGM agenda.
The company spokesperson said that Sandra Shroff had recently mentioned her intention of resigning from the directorship to the board for personal reasons.
“Taking into consideration the concerns raised by the proxy advisors and in line with our commitment to strong governance, the company considered this decision and accepted her resignation” the company spokesperson said. “The company further clarified that they would address the concerns raised and shall seek her re-appointment to the board.”
Institutional Investors Advisory Services, a Mumbai based proxy firm had also recommended voting against Shroff pointing out the remuneration paid and her age too.
A note by IIAS said, “Amendments in SEBI’s LODR require directors having attained the age of 75 to be reappointed by shareholders by a special resolution: she is 79 years old and was paid Rs. 9 crores as remuneration in FY20 from a subsidiary, which we believe is high.”
As stated in the annual report for FY20, Sandra Shroff did not receive any remuneration from UPL Limited nor was any such remuneration paid to the company was indicated in the Corporate Governance Section of the Board’s Report.
Nonetheless, notes to the consolidated financial statements mentioned that UPL has paid Rs. 9 crores to Shroff, it said.
The three directors have received remuneration from its international subsidiaries as 85-90% of the company's business sits at its International subsidiaries and the intention was not to bypass any disclosure, the UPL spokesperson said.
The spokesperson also said, “The remuneration of Rs. 110 crore to 3 directors is 3.9% of global PAT given for their global role/contribution that is in line with the comparator group. All the three Directors do not have any company ESOPs, which is a crucial component of remuneration for a senior management personnel. The overall cash remuneration has therefore been balanced, keeping this mind all the factors.”