The stakeholders of the IT firm Wipro have reappointed the company’s independent directors Patrick Ennis and Patrick Dupuis, with the majority. However, some doubts were cast by a proxy advisory firm in the run-up to the independent director’s appointment.
Patrick Ennis and Patrick Dupuis, independent directors, have been with the Wipro for five years and got 99.3 percent and 99.5 percent of the shareholders’ total votes, with some naysayers from the public institutions and non-institutions. Wipro revealed the information on Sunday by a regulatory filing.
Ennis is a venture partner for Madrona Venture Group, and Dupuis was the CFO (Chief Financial Officer) for PayPal Holdings. Their terms at their respective firms came to an end on March 31, and Wipro reappointed them and asked investors’ approval for it.
Stakeholders Empowerment Services (SES), a proxy advisory firm, had raised questions regarding the appointment of these two independent directors in April and recommended stakeholders to vote against the proposal stating the reappointment against the laws.
SES pointed the Institute of Companies Secretaries (ICSI) note which states that the special resolution for the reappointment of an independent director should be taken on the last date of the first term, and failing to do it, the board of the company can not reappoint the director as an additional director for the second time as he does not have eligibility for second term appointment.
An SES note said, “While there is no concern regarding profile and independence of Patrick Ennis and Patrick Dupuis, however, SES has an opinion that both the directors’ reappointment is not according to the rules and laws. Additionally, power to reappoint IDs rests with the shareholders, and the board can not reappoint them.”
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