annual-report-FY2021

76 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS Transition of Mr. Anand G. Mahindra, Executive Chairman to the role of Non-Executive Chairman of the Company with effect from 12 th November, 2021 At the 71 st Annual General Meeting of the Company, based on the recommendations of the Governance, Nomination and Remuneration Committee of the Board (“GNRC”) and the Board of Directors, the Company had appointed Mr. Anand G. Mahindra as Executive Chairman of the Company for a period of 5 (Five) years with effect from 12 th November, 2016 upto and including 11 th November, 2021. In line with the requirement of Regulation 17(1B) of the Listing Regulations, the Board of Directors pursuant to the recommendations of GNRC at its meeting held on 20 th December, 2019, had approved the transition of Mr. Anand G. Mahindra, Executive Chairman 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) of the Listing Regulations from 1 st April, 2020 to 1 st April, 2022, the GNRC and the Board at their Meetings held on 7 th February, 2020 and 8 th February, 2020 respectively, 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 had acceded to the request to continue as the Executive Chairman till his original term of appointment i.e. upto 11 th November, 2021. Upon completion of his tenure as Executive Chairman, Mr. Anand G. Mahindra will transit to the role of Non-Executive Chairman of the Company with effect from 12 th November, 2021, who shall be liable to retire by rotation. This will further enhance the independence of the Board. As Non-Executive Chairman, he will serve as mentor and sounding board for the Managing Director and Senior Management especially in the areas of strategic planning, risk mitigation and external interface. He will continue to play an important role in epitomising and building Brand Mahindra. He will be available to provide feedback and counsel to the Managing Director and Senior Management on key issues facing the Company. Retirement by rotation Mr. Vijay Kumar Sharma and Mr. CP Gurnani retire by rotation and, being eligible, offer themselves for re‑appointment at the 75 th Annual General Meeting of the Company scheduled to be held on 6 th August, 2021. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, including Independent Directors, Chairman of the Board, Managing Director, Deputy Managing Director and Group Chief Financial Officer and Executive Director (Auto and Farm Sectors). Feedback Mechanism Feedbackwas sought by way of a structured questionnaire 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 and the evaluation was carried out based on responses received from the Directors. Evaluation of Committees The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation of member 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. Evaluation of Directors and Board A separate exercise was carried out by the Governance, Nomination and Remuneration Committee 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 Executive Directors and Non Executive Directors. The performance evaluation of the Managing Director of the Company was carried out by the Executive Chairman and other Directors.