annual-report-FY2020

169 MAHINDRA & MAHINDRA LTD. INTEGRATED ANNUAL REPORT 2019-20 COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE The principles of Corporate Governance are based on transparency, accountability and focus on the sustainable business of your Company and of the Group. Your Company is of the firm conviction that good Corporate Governance practices are powerful enablers, which infuse trust and confidence and enables your Company to attract and retain financial and human capital. A Report on compliance with the Corporate Governance provisions as prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“Listing Regulations”) is given herein below: I. BOARD OF DIRECTORS The composition of the Board of your Company is in conformity with Regulation 17 of the Listing Regulations. The Executive Chairman of your Company, though a Professional Director in his individual capacity, is a Promoter and the number of Non-Executive and Independent Directors is more than one-half of the total number of Directors. Mr. Anand G. Mahindra, Executive Chairman and Dr. Pawan Goenka, Managing Director were the Whole- time Directors of your Company as on 31 st March, 2020. The remaining Non-Executive Directors, comprising of Seven Independent Directors (including Two Woman Directors) and a Non-Independent Director as on 31 st March, 2020 on the Board are well qualified, experienced, competent and highly renowned persons from diverse fields including manufacturing, technology, finance, economics, law, governance, etc. During the year under review, Mr. R. K. Kulkarni and Mr. Anupam Puri ceased to hold offices as Directors of the Company from 8 th August, 2019, upon completion of their second term as Independent Directors as approved by the Shareholders at the 68 th Annual General Meeting (‘AGM’) of the Company held in the year 2014. Further, the Governance, Nomination and Remuneration Committee (‘GNRC’) had recommended to the Board of Directors of the Company, subject to approval of Corporate Governance the Shareholders, appointment of Mr. Haigreve Khaitan (DIN: 00005290) and Ms. Shikha Sharma (DIN: 00043265) as Independent Directors on the Board of the Company, not liable to retire by rotation, to hold office for a term of five consecutive years commencing from 8 th August, 2019 to 7 th August, 2024. The Shareholders of the Company at their 73 rd AGM held on 7 th August, 2019 had approved the same. In line with the requirement of Regulation 17(1B) of the Listing Regulations, the Board of Directors pursuant to the recommendations of GNRC approved at its meeting held on 20 th December, 2019, the transition of Mr. Anand G. Mahindra, Executive Chairman (DIN: 00004695) to the role of Non-Executive Chairman with effect from 1 st April, 2020. Subsequently, pursuant to the Securities and Exchange Board of India (“SEBI”) notification dated 10 th January, 2020 deferring the deadline for compliance with Regulation 17(1B) from 1 st  April, 2020 to 1 st April, 2022, the GNRC and the Board at their respective Meetings held on 8 th February, 2020, unanimously requested Mr. Anand G. Mahindra to continue as the Executive Chairman till his original term of appointment as approved by the Shareholders of the Company i.e. upto 11 th November, 2021. In deference to the wishes of the GNRC and Board, Mr. Anand G. Mahindra has acceded to the request to continue as the Executive Chairman till his original term of appointment. Further, GNRC, while undertaking a structured and comprehensive succession-planning program over a period of time, had carried out a rigorous review for an orderly Succession to the Board and Senior Management and based on recommendations of GNRC, the Board at its Meeting held on 20 th December, 2019, approved the following: • Re-designation of Dr. Pawan Goenka (DIN: 00254502) as ‘Managing Director and Chief Executive Officer’ with effect from 1 st April, 2020 till the end of his current term i.e. upto 11 th November, 2020 and his re- appointment as Managing Director of the Company, liable to retire by rotation, designated as ‘Managing Director and Chief Executive Officer’ for a period commencingfrom12 th November, 2020to1 st April, 2021 (both days inclusive), subject to the approval of the Members at the 74 th AGM;