annual-report-FY2020

173 MAHINDRA & MAHINDRA LTD. INTEGRATED ANNUAL REPORT 2019-20 B. Board Procedure A detailed Agenda, setting out the business to be transacted at the Meeting(s), supported by detailed Notes and Presentations, if any, is sent to each Director at least seven days before the date of the Board Meeting(s) and of the Committee Meeting(s). To provide a web-based solution, a soft copy of the said Agenda(s) is also uploaded on the Board Portal which acts as a document repository. Video conferencing facilities are provided to enable Directors who are unable to attend the meetings in person, to participate in the meeting via video conferencing. To enable the Board to discharge its responsibilities effectively and take informed decisions, the Executive Chairman apprises the Board at every Meeting of the overall performance of your Company, followed by Presentation(s) by the Managing Director and the Sector President(s). A detailed functional Report is also presented at the Board Meeting(s). The Board also, inter alia , periodically reviews strategy and business plans, annual operating and capital expenditure budget(s), investment and exposure limit(s), compliance report(s) of all laws applicable to your Company, as well as steps taken by your Company to rectify instances of non-compliances, performance of operating divisions, review of major legal issues, minutes of the Committees of the Board and of Board Meetings of your Company’s subsidiary companies, significant transactions and arrangements entered into by the unlisted subsidiary companies, approval of quarterly / half-yearly / annual results, significant labour problems and their proposed solutions, safety and risk management, transactions pertaining to purchase/disposal of property(ies), sale of investments, major accounting provisions and write-offs, corporate restructuring, joint ventures or collaboration agreement(s), material default in financial obligations, if any, fatal or serious accidents, any material effluent or pollution problems, transactions that involve substantial payment towards goodwill, brand equity or intellectual property, any issue that involves possible public or product liability claims of substantial nature, including judgement or order which may have passed strictures on the conduct of your Company, quarterly details of foreign exchange exposures and the steps taken by Management to limit the risks of adverse exchange rate movement. The Board sets annual performance objectives, oversees the actions and results of the management, evaluates its own performance, performance of its Committees and individual Directors on an annual basis and monitors the effectiveness of the Company’s governance practices for enhancing the stakeholders’ value. The Company has well-established framework for the Meetings of the Board and its Committees which seeks to systematise the decision making process at the Meetings in an informed and efficient manner. Apart from Board Members and the Company Secretary, the Board and Committee Meetings are generally also attended by the Chief Financial Officer and wherever required by the Heads of various Corporate Functions. C. Number of Board Meetings, Attendance of the Directors at Meetings of the Board and at the Annual General Meeting During the year 1 st April, 2019 to 31 st March, 2020, Six Board Meetings were held on the following dates – 29 th May, 2019, 7 th August, 2019, 8 th November, 2019, 20 th December, 2019, 8 th February, 2020 and 27 th March, 2020. The Board met at least once in every Calendar Quarter and the gap between two Meetings did not exceed one hundred and twenty days. These Meetings were well attended by the Directors. The 73 rd AGM of your Company was held on 7 th August, 2019. The attendance of the Directors at these Meetings held during the year, was as under: Directors Number of Board Meetings attended Attendance at the 73 rd AGM Mr. Anand G. Mahindra 6 Yes Dr. Pawan Goenka 6 Yes Mr. Nadir B. Godrej 5 Yes Mr. M. M. Murugappan 6 Yes Mr. R. K. Kulkarni* 2 Yes Mr. Anupam Puri* 2 Yes Dr. Vishakha N. Desai 4# No Mr. Vikram Singh Mehta 6 Yes Mr. T. N. Manoharan 6 Yes Mr. Vijay Kumar Sharma 4 No Mr. Haigreve Khaitan** 4 N.A. Ms. Shikha Sharma** 4 N.A. * Ceased as Director w.e.f. 8 th August, 2019; # In addition, Dr. Vishakha N. Desai participated in one Board Meeting through audio call. No sitting fees was paid to her for participation through audio call; ** Appointed as Independent Director with effect from 8 th August, 2019.