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

164 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS Composition and Attendance (in brief): 100% 4 6 100% Independence Members Meetings Attendance The Committee met six times during the year under review on 22 nd May, 2021, 29 th June, 2021, 5 th August, 2021, 8 th November, 2021, 10 th February, 2022 and 14 th March, 2022. The attendance at the Meetings was as under: Name of the Directors Committee Meeting Dates and Mode 1 2 3 4 5 6 Held during the year Attended % of attendance of a Member 22 nd May, 2021 (VC) 29 th June, 2021 (VC) 5 th August, 2021 (VC) 8 th November, 2021 (VC) 10 th February, 2022 (Hybrid) 14 th March, 2022 (Hybrid) Mr. Vikram Singh Mehta (Chairman) 6 6 100% Mr. Haigreve Khaitan 6 6 100% Ms. Shikha Sharma 6 6 100% Ms. Nisaba Godrej 6 6 100% % of attendance at a Meeting 100% 100% 100% 100% 100% 100% Attended through video conference  Leave of Absence   Attended in-person      Governance, Nomination and Remuneration Committee Meeting GOVERNANCE, NOMINATION AND REMUNERATION COMMITTEE REPORT FOR THE YEAR ENDED 31 ST MARCH, 2022 Activities of the Committee during the year Frequency Finalisation of the process of evaluation and carrying out evaluation of the performance of the Board, its Committees, Directors and Chairman of the Company and mapping of chart / matrix of core skill/ expertise/ competencies of the Board A Approved and recommended to the Board for onward recommendation to the Shareholders, the appointment of Ms. Nisaba Godrej and Mr. Muthiah Murugappan as Independent Directors for a term of five years E Approved and recommended to the Board the re-appointment of Mr. T. N. Manoharan as Independent Director of the Company for a second term of five years E Approved and recommended to the Board remuneration of Mr. Anand G. Mahindra, Executive Chairman upon his transition to the role of Non-Executive Chairman of the Company with effect from 12 th November 2021 E Grant of Stock Options to the Eligible Employees under the Mahindra & Mahindra Limited Employees Stock Option Scheme – 2010 and cancellation of Stock Options in certain cases A / E Remuneration, Commission and Performance Pay to be paid to the Wholetime Directors A Approved accelerated vesting of stock options granted under Mahindra and Mahindra Employees Stock Option Scheme – 2010 in case of death of an employee on or after 1 st April, 2020 E Noted the amendment to the Charter of the Committee pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 dated 3 rd August, 2021, effective 1 st January 2022 E Approved and recommended to the Board matters arising out of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 E Approved and recommended to the Board revision in rating scale and defining grading scale for performance evaluation of the Board, its Committees, and Individual Directors E Briefing on Compensation Policy E Amendment to the definition of Senior Management and recommended the same to the Board E Amendment to the Company Loan Scheme for Employees E Approved and recommended to the Board amendments to the Policy on Appointment of Directors and Senior Management and Succession Planning for Orderly Succession to the Board and the Senior Management E Approved and recommended to the Board induction of new Members into Senior Management with effect from 1 st April, 2022 E Frequency A Annual E Event Based