MAHINDRA & MAHINDRA LTD. | Integrated Annual Report 2021-22

104 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS Sr. No. Name of the Policy Brief description Summary of key changes made to the Policies during the year 7. Policy on Materiality of and Dealing with Related Party Transactions The policy has been framed in order to regulate all the transactions between the Company and its related parties. The Policy has been amended to provide that the Related Party Transactions shall be approved only by those Members of the Audit Committee, who are Independent Directors. The Policy was further amended to align it with the amendments vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021 which came into force with effect from 1 st April, 2022 pertaining to the new Related Party provisions. 8. Policy on Appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management This policy 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. During the year under review, the “Policy on Appointment of Directors and Senior Management and Succession Planning for Orderly Succession to the Board and the Senior Management” was modified to align with the amendments made by SEBI to the Listing Regulations with respect to appointment of a Director (including an Independent Director), resignation, removal of an Independent Director and the role of Governance, Nomination and Remuneration Committee in evaluating an individual as an Independent Director by preparing description of role and responsibilities required as well as assessment of skills and capabilities while recommending an Independent Director. In addition to the above, to further strengthen the Corporate Governance disclosures, the Policy now also includes three Annexures viz. i. Policy on Board Membership Criteria – Schedule A, ii. The Board Diversity Policy – Schedule B and iii. Policy on Criteria for determining Independence of Directors – Schedule C. 9. Policy for remuneration of the Directors, Key Managerial Personnel and other employees This policy sets out the approach of the Company towards the Compensation of Directors, Key Managerial Personnel and other employees in the Company. There has been no change to this policy.