Stories
Proxy Advisers Split on Hikal CMD Appointment Amid Governance Concerns
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CNBC TV18•21-09-2026, 20:34
Proxy Advisers Split on Hikal CMD Appointment Amid Governance Concerns
- •Proxy advisory firm InGovern recommends voting against Sameer Hiremath's appointment as Hikal's CMD and his proposed remuneration, citing concerns over combined roles and lack of independent oversight.
- •IiAS and SES, two other proxy firms, support Hiremath's appointment, with IiAS noting his long association and SES finding no major governance issues.
- •InGovern highlights that combining CMD roles in a promoter-family executive could reduce separation between management and board oversight, and criticizes the absence of an independent chair or lead independent director.
- •Concerns are also raised by InGovern regarding Hiremath's remuneration proposal, which lacks a maximum cap, detailed disclosure on perquisites, and specific performance metrics.
- •InGovern points to Hikal's weaker financial performance in FY26, revenue-recognition irregularities, and ongoing environmental litigation as reasons for stronger independent governance and a more transparent remuneration framework.
Key Questions Answered
InGovern has advised Hikal Ltd. shareholders to vote against the appointment of Sameer Hiremath as Chairman and Managing Director, as well as the proposed remuneration, ahead of the 38th Annual General Meeting on September 23.
IiAS backed the proposal by pointing to Hiremath's long-standing association with Hikal, while SES recommended his appointment after finding no major governance concerns.
InGovern highlighted concerns over combining the Chairman and MD roles without an independent chair, a lack of caps and disclosure on executive remuneration, revenue-recognition irregularities, audit-trail exceptions, US FDA remediation, unresolved environmental litigation, and a net loss of ₹49 crore in FY26.
