annual-report-FY2020

73 MAHINDRA & MAHINDRA LTD. INTEGRATED ANNUAL REPORT 2019-20 The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance andparticipationofmember of the Committees, fulfilment of the functions assigned to Committees by the Board and applicable regulatory framework, frequency and adequacy of time allocated at the Committee meetings to fulfil duties assigned to it, adequacy and timeliness of the Agenda and Minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees, effectiveness of the Committee’s recommendation for the decisions of the Board, etc. A separate exercise was carried out by the GNRC of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non- Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Executive Chairman of the Company was also carried out by the Independent Directors, taking into account the views of the Managing Director and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process. The Independent Directors and Executive Chairman also carried out performance evaluation of the Managing Director of the Company. Policies Your Company has adopted the following Policies which, inter alia, include criteria for determining quali cations, positive attributes and independence of a Director: (a) Policy on Appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management; (b) Policy for remuneration of the Directors, Key Managerial Personnel and other employees. Policy (a) mentioned above includes the criteria for determining quali cations, positive attributes and independence of a Director, identification of persons who are qualified to become Directors and who may be appointed in the Senior Management Team in accordance with the criteria laid down in the said Policy, succession planning for Directors and Senior Management, and Policy statement for Talent Management framework of the Company. Policy (b) mentioned above sets out the approach to Compensation of Directors, Key Managerial Personnel and other employees in the Company. Policies mentioned at (a) and (b) above are available on the website at the following link: https://www.mahindra. com/resources/FY20/AnnualReport.zip Familiarisation Programme for Independent Directors/Non-Executive Directors The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates. All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. Executive Directors and Senior Management provide an overview of the operations and familiarise the new Non-Executive Directors on matters related to the Company’s values and commitments. They are also introduced to the organisation structure, constitution of various committees, board procedures, risk management strategies, etc. Strategic Presentations are made to the Board where Directors get an opportunity to interact with Senior Management. Directors are also informed of the various developments in the Company through Press Releases, emails etc. The Company has developed a web based portal i.e. Board portal, accessible to all the Directors which, inter alia, contains the following information: • Roles, responsibilities and liabilities of Independent Directors under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. • Board Minutes, Agenda and Presentations. • Annual Reports. • Code of Conduct for Directors. • Terms and conditions of appointment of Independent Directors. Pursuant to Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company imparted various familiarisation programmes for its Directors including review of Investments of the Company by Strategic Investment Committee, Industry Outlook at the Board Meetings, Regulatory updates at Board and Audit Committee Meetings covering changes with respect to the Companies Act, SEBI Listing Regulations, Taxation and other matters, Presentations on Internal Control over Financial Reporting, Operational Control