annual-report-FY2021

149 MAHINDRA & MAHINDRA LTD. INTEGRATED ANNUAL REPORT 2020-21 COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE The Company’s philosophy on Corporate Governance is founded upon a rich legacy of fair, ethical and transparent governance practices, many of which were in place even before they were mandated under the law. Our actions are governed by our values and principles, which are reinforced at all levels within the Company. Since inception, the Company stood for many things that money can’t buy, the most essential being reputation - a product of decades of ethical practices and good governance. Over the years, your Company has institutionalised some of the best practices of corporate working and behaviour in its processes and addressed the governance issues transparently and effectively. Although your Company had to constantly evolve to survive in a competitive economy, there are values - intrinsic to its corporate culture - that it has preserved and will carry forward with it into the future. 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, Dr. Pawan Goenka, Managing Director & Chief Executive Officer, Dr. Anish Shah, Deputy Managing Director and Group Chief Financial Officer and Mr. Rajesh Jejurikar, Executive Director (Automotive and Farm Sectors), were the Whole‑time Directors of your Company as on 31 st March, 2021. The remaining Non-Executive Directors, comprising of Seven Independent Directors (including Three Woman Corporate Governance Directors) and two Non-Independent Directors as on 31 st March, 2021 on the Board are highly experienced, competent and vastly renowned persons from diverse fields including manufacturing, finance, economics, law, governance, etc. During the year under review, Mr. M. M. Murugappan and Mr. Nadir B. Godrej ceased to hold office as Independent Directors of the Company from 8 th August, 2020, upon completion of their tenure as approved by the Shareholders at the 72 nd Annual General Meeting (‘AGM’) of the Company held on 7 th August, 2018. Further, the Board based on the recommendation of the Governance, Nomination and Remuneration Committee (‘GNRC’) and subject to approval of the Shareholders of the Company, appointed Ms. Nisaba Godrej (DIN: 00591503) and Mr. Muthiah Murugappan (DIN: 07858587), as Additional Directors (Independent and Non-Executive) on the Board of Directors of the Company, with effect from 8 th August, 2020, to hold office of Independent Directors for a term of 5 (five) consecutive years commencing from 8 th August, 2020 to 7 th August, 2025 (both days inclusive). Dr. Pawan Goenka (DIN: 00254502) ceased as theManaging Director and Chief Executive Officer of the Company consequent to his term coming to an end on the close of 1 st April, 2021 and Dr. Anish Shah (DIN: 02719429), who was Deputy Managing Director and Group Chief Financial Officer has taken over as the Managing Director and Chief Executive Officer of the Company with effect from 2 nd April, 2021. In addition to the above, the Board based on the recommendation of the GNRC and subject to the approval of the Shareholders of the Company, considered and approved the appointment of Mr. T. N. Manoharan (DIN: 01186248), as Independent Director of the Company for another term of 5 (five) consecutive years from 11 th November, 2021 to 10 th November, 2026 (both days inclusive). The Board based on the recommendation of the GNRC considered and approved transition of Mr. Anand G. Mahindra to the role of Non‑Executive Chairman of the Company with effect from 12 th November, 2021 and subject to approval of the Shareholders of