annual-report-FY2020

187 MAHINDRA & MAHINDRA LTD. INTEGRATED ANNUAL REPORT 2019-20 The scope of the Committee also includes review of market practices and deciding on remuneration packages applicable to the Chairman, Managing Director, the Executive Director(s), Group Presidents and other Members of Senior Management as may be decided from time to time (including the Chief Financial Officer and Company Secretary). In addition to the above, the Committee’s role includes identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of every Director’s performance. The Committee has also formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board a Policy relating to the remuneration for the Directors, Key Managerial Personnel and other Employees. The Committee has undertaken a structured and comprehensive succession planning program over a period of time and has carried out a rigorous review for an orderly Succession to the Board and the Senior Management. The Committee carries out a separate exercise to evaluate the performance of Individual Directors. Feedback is sought by way of structured questionnaires covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The Board also evaluated fulfilment of the criteria of Independence by the Independent Directors as set out in the Listing Regulations and their independence from the Management. The performance evaluation is carried out based on the responses received from the Directors. The performance evaluation of Independent Directors was based on various criteria, inter alia , including attendance at Board and Committee Meetings, skill, experience, ability to challenge views of others in a constructive manner, knowledge acquired with regard to the Company’s business, understanding of industry and global trends, etc. During the year under review, the Committee ascertained and reconfirmed that the deployment of “questionnaire” as a methodology, is effective for evaluation of performance of Board and Committees and Individual Directors. The Committee is also empowered to opine, in respect of the services rendered by a Director in professional capacity, whether such Director possesses requisite qualification for the practice of the profession. As per section 178(7) of the Act and Secretarial Standards, the Chairman of the Committee or, in his absence, any other Member of the Committee authorised by him in this behalf shall attend the General Meetings of the Company. The Chairman of the Committee, Mr. M. M. Murugappan was present at the 73 rd AGM of the Company held on 7 th August, 2019. The Committee met six times during the year under review on 28 th May, 2019, 6 th August, 2019, 7 th November, 2019, 20 th December, 2019, 7 th February, 2020 and 27 th March, 2020. The attendance at the Meetings was as under: Members Number of Meetings attended Mr. M. M. Murugappan (Chairman) 6 Mr. Nadir B. Godrej 5 Mr. R. K. Kulkarni* 2 Mr. Vikram Singh Mehta 6 Mr. Haigreve Khaitan** 4 * Ceased to be a Director and thereby Member of the Committee with effect from 8 th August, 2019. ** Appointed as an Independent Director and Member of the Committee with effect from 8 th August, 2019. C. Stakeholders Relationship Committee The Board at its Meeting held on 7 th August, 2019 re-constituted the Stakeholders Relationship Committee and appointed Mr. Haigreve Khaitan as the Chairman with effect from 8 th August, 2019. Mr. Anand G. Mahindra, Dr. Vishakha N. Desai and Dr. Pawan Goenka are the other Members of the Committee. Mr. R. K. Kulkarni ceased to be a Chairman of the Committee with effect from 8 th August, 2019, upon cessation as a Director of the Company. Mr. Narayan Shankar, Company Secretary is the Compliance Of cer of the Company. The Committee meets, as and when required, to inter alia , deal with matters relating to transfer/transmission of shares, issue of duplicate share certi cates, issue of new share certificates (including for transfer to Investor Education & Protection Fund as per the provisions of the Act and Rules framed thereunder), resolve the grievances of security holders of the Company including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc., review of measures taken for effective exercise of voting rights by Shareholders, review of adherence to the service standards adopted by the Company in respect of services being rendered by the Registrar & Transfer Agent, review of various measures and initiatives taken by the Company for reducing the