Three proxy advisory firms have asked shareholders to vote against the re-election of Bina Modi, managing director of Godfrey Phillips India Ltd.

The cigarette maker is embroiled in a family battle for control with Bina — mother of Lalit and Samir Modi — out to smother their say in the working of the company.

The annual general meeting is scheduled for September 6, where the proposal for Bina Modi’s reappointment awaits shareholder approval.

ISS has said that Bina Modi also served as the chairman and managing director of Indofil Industries. Thus, her ability to commit sufficient time to her role in Godfrey Phillips India could be questioned by shareholders.

The advisory firm noted that Bina Modi’s remuneration is competitively positioned relative to industry peers and is not commensurate with the size and scale of the company’s operations.

The remuneration structure could create conflicts of interest for the executive, it said.

“Bina Modi’s overall remuneration at 5 per cent of the net profits is deemed excessive. Given the company’s size, scale and operation, the total estimated pay quantum is deemed aggressively positioned against industry peers. The company should have provided an absolute cap on the remuneration, the absence of which makes the pay open-ended,” the report says.

US-based proxy advisory firm Glass Lewis has backed Samir Modi’s presence on the board. The board, headed by Bina, has decided not to renew or reappoint him as his term ends this year.

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

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

Glass Lewis has observed that the board has concluded Samir’s actions and performance constitute misconduct, however, there has been no public disclosure from the company to substantiate any of these claims.

Glass Lewis 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.