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

65 MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2021-22 Director and the Executive Director of the Company was carried out by the Chairman of the Board and other Directors. Criteria for Independent Directors The performance evaluation of Independent Directors was based on various criteria, inter alia , including attendance at Board and Committee Meetings, skill, experience, ability to challenge views of others in a constructive manner, knowledge acquired with regard to the Company’s business, understanding of industry and global trends, etc. Criteria for Chairman The performance evaluation of Chairman of the Board was based on various criteria, inter alia , including style of Chairman’s leadership, effective engagement with other Board members during and outside the meetings, allocation of time provided to other Board members at the meetings, effective engagement with shareholders during general meetings, etc. Criteria for Managing Director and Executive Director The performance evaluation of Managing Director and Executive Director was based on various criteria, inter alia , including leadership style, standards of integrity, fairness and transparency demonstrated, identification of strategic targets, anticipation of future demands and opportunities, resource staffing to meet short term and long term goals, engagement with Board and Committee members, updating Board on significant issues, commitment to organisational values, vision and mission, adaptation to meet changing circumstances, knowledge and sensitivity of stakeholders’ needs within and outside the Company demonstrated and effective communication skills. Results of Evaluation The results of evaluation showed high level of commitment and engagement of Board, its various committees and senior leadership. The results of the evaluation were shared with the Board, Chairman of respective Committees and individual Directors. Based on the outcome of the evaluation, the Board has agreed on an action plan to further improve the effectiveness and functioning of the Board and Committees. The Directors expressed their satisfaction with the evaluation process. During the year under review, the Committee ascertained and reconfirmed that the deployment of “questionnaire” as a methodology, is effective for evaluation of performance of Board and Committees and Individual Directors. Policies Your Company has adopted the following Policies which, inter alia , include criteria for determining qualifications, positive attributes and independence of a Director: (a) Policy on Appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management; (b) Policy for remuneration of the Directors, Key Managerial Personnel and other employees. Policy (a) mentioned above includes the criteria for determining qualifications, 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. The Policy was modified to align with the amendments made to the Listing Regulations effective from 1 st January, 2022. Further, to strengthen the disclosures on Corporate Governance, the Policy was amended to include the following three Annexures: • Policy on Board Membership Criteria; • The Board Diversity Policy; • Policy on Criteria for determining Independence of Directors. Policy (b) mentioned above sets out the approach to Compensation of Directors, Key Managerial Personnel and other employees in the Company. Policies mentioned at (a) and (b) above are available on the website and can be accessed in the Governance section at the Web-link: https://www.mahindra.com/investors/reports-and-filings. Familiarisation Programme for Independent Directors/Non-Executive Directors The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.