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

141 MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2021-22 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. The Company also places great emphasis on values such as empowerment and integrity of its employees, safety of the employees and communities surrounding its plants, transparency in decision making process, fair and ethical dealings with all and accountability to all the stakeholders. These practices which are being followed since inception have contributed to the Company’s sustained growth. The Company firmly believes, Corporate Governance is not just a destination, but a journey to constantly improve sustainable value creation. The Company’s Corporate Governance philosophy has been further strengthened through The Mahindra Way (TMW), the Group’s business excellence model, Business Responsibility Policy, Investor Grievance Redressal Policy, Code of Conduct for Prevention of Insider Trading in Securities of Mahindra & Mahindra Limited and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. During the year, your Company featured in the ‘Leadership’ category in the Corporate Governance Scorecard 2021 which is developed by Institutional Investor Advisory Services India Limited (‘IiAS’) with support from International Finance Corporation (‘IFC’) and BSE Limited (‘BSE’) built around the G20/OECD Principles of Corporate Governance, which is the globally accepted benchmark for Corporate Governance. Further, the Company was also chosen the winner of the ‘Golden Peacock Global Award for Excellence in Corporate Governance – 2021’ . These recognitions continue to validate your Company’s ‘Best in Class’ Corporate Governance Practices and reflect its transparent and ethical dealings with stakeholders across the entire value chain. 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. Corporate Governance The 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. Dr.AnishShah,ManagingDirector andChief ExecutiveOfficer and Mr. Rajesh Jejurikar, Executive Director (Automotive and Farm Sectors), are the Whole-time Directors of your Company. The remaining Non-Executive Directors, comprising of Seven Independent Directors (including Three Woman Directors) and two Non-Independent Directors 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, Dr. Pawan Goenka (DIN: 00254502) ceased as the Managing 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. Mr. Anand G. Mahindra has transitioned to the role of Non-Executive Chairman of the Company with effect from 12 th November, 2021 upon completion of his tenure as an Executive Chairman. His term of office as Director shall be liable to retire by rotation. The Shareholders of the Company at their Seventy Fifth Annual General Meeting (‘AGM’) held on 6 th August, 2021 had considered and approved the remuneration payable to Mr. Anand G. Mahindra as Non-Executive Chairman of the Company for a period of 5 (five) years from 12 th November, 2021. The Directors take active part in the deliberations at the Board and Committee Meetings by providing valuable guidance and expert advice to the Management on various aspects of business, policy direction, governance, compliance, etc. and play a critical role on strategic issues and add value in the decision making process of the Board of Directors. The maximum tenure of Independent Directors is in compliance with the Companies Act, 2013 (“the Act”) and the Listing Regulations. All the Independent Directors have confirmed that they meet the criteria as mentioned in Regulation 16(1)(b) of the Listing Regulations and section 149(6) of the Act. The Independent Directors provide an annual confirmation that they meet the criteria of Independence. Based on the confirmations/