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

67 MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2021-22 Meetings of Independent Directors The Independent Directors of your Company meet before the Board Meetings without the presence of the Chairman of the Board or the Managing Director or the Executive Director or other Non-Independent Directors or Chief Financial Of cer or any other Management Personnel. These Meetings are conducted in an informal and exible manner to enable the Independent Directors to discuss matters pertaining to, inter alia , review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), assess the quality, quantity and timeliness of ow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Five Meetings of Independent Directors were held during the year and these meetings were well attended. Audit Committee The Committee comprises of four Directors viz. Mr. T. N. Manoharan (Chairman of the Committee), Ms. Shikha Sharma, Mr. Vikram Singh Mehta and Mr. Haigreve Khaitan. All the Members of the Committee are Independent Directors and possess strong accounting and nancial management knowledge. The Company Secretary of the Company is the Secretary of the Committee. During the year, the scope of Audit Committee was amended to, inter-alia , align with the provisions of SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, the details of which are furnished in the Report on Corporate Governance that forms part of this Annual Report. All the recommendations of the Audit Committee were accepted by the Board. Winding-up of Loans & Investment Committee of the Company The Board of Directors of your Company at its Meeting held on 10 th and 11 th February, 2022 as part of simplification process, considered and approved the winding-up of the Loans & Investment Committee with effect from 10 th February, 2022. L. GOVERNANCE Corporate Governance Your Company has a rich legacy of ethical governance practices many of which were implemented by the Company, even before they were mandated by law. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. 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’). Further, your Company received the prestigious ‘Golden Peacock Global Award for Excellence in Corporate Governance’ for the year 2021. A Report on Corporate Governance along with a Certi cate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms part of this Annual Report. Code Of Conduct Your Company’s Code of Conduct (the Code) outlines the commitment to principles of integrity, transparency and fairness that employees, suppliers, distributors and other third parties who work with the Company must comply. The Code of Conduct enables every person working for and with the Company to make the right choices and demonstrate the highest standards of integrity and ethical behaviour. It is translated in 4 regional languages and is available on the Company’s website and can be accessed on the website in the Governance section at the Web-link: https://www.mahindra.com/investors/reports-and-filings. All the policies are accessible through the Rise@Work on the Company’s intranet as well as on the mobile app Me-connect. The Ethics & Governance framework is also anchored by clearly defined policies and procedures, covering areas such as Anti-Bribery and Anti-Corruption (ABAC), Policy on Gifts & Entertainment, Prevention of Sexual Harassment at Workplace (POSH) and Whistle Blower Policy.