MAHINDRA & MAHINDRA LTD. | Integrated Annual Report 2022-23

144 MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2022-23 COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE The Late Mr. Keshub Mahindra was a firm believer of doing business in the right way and always ensured that performance is driven by integrity and value. The Company follows a culture that is built on core values and professionalism ingrained into the Company by the Founders which have over the past more than seventy five years of the Company’s existence become a part of its DNA. Your Company has always practiced Corporate Governance of the highest standards. Its philosophy on Corporate Governance is embedded in its rich legacy of fair, ethical and transparent governance practices, many of which were in place even before they were mandated under the law. During the year, your Company continued to feature in the ‘Leadership’ category in the Indian Corporate Governance Scorecard 2022 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. This year IiAS has revised the framework for assessment of the Indian Corporate Governance Scorecard and also enchanced the threshold for the Leadership category. 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. The Chairman of your Company, though a Professional Director in his individual capacity, is a Promoter & Non‑Executive Director and the number of Non-Executive and Independent Directors is more than one-half of the total number of Directors. Dr. Anish Shah, Managing Director and Chief Executive Officer and Mr. Rajesh Jejurikar, Executive Director and CEO (Auto and Farm Sector) are the Whole-time Directors of your Company. Mr. Rajesh Jejurikar was re-designated as “Executive Director and CEO (Auto and Farm Sector)” of the Company with effect from 15 th March, 2023. The remaining Non-Executive Directors comprise of Seven Independent Directors (including Three Woman Directors) and two Non-Independent Directors. During the Financial Year 2022-2023, there was no change in the number of Directors of your Company. The composition of the Board represents an optimum combination of knowledge, experience and skills from diverse fields including manufacturing, finance, economics, law, governance, etc. which are required by the Board to discharge its responsibilities effectively. 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, strategy, 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 provided an annual confirmation that they meet the criteria of Independence as mentioned in Regulation 16(1)(b) of the Listing Regulations and section 149(6) of the Act. Based on the confirmations/ disclosures received from the Independent Directors, the Board is of the opinion that the Independent Directors fulfil the conditions specified in the Listing Regulations and are Independent of the Management. Apart from reimbursement of expenses incurred in the discharge of their duties, the remuneration that these Directors were entitled to under the Act as Non-Executive Directors and the remuneration that a Non-Executive Director may receive for professional services rendered to the Company through a firm in which he is a partner, none of these Directors have any other pecuniary relationships with your Company, its Subsidiaries or Associates or their Promoters or Directors, during the three immediately preceding financial years or during the current financial year. None of the Directors of your Company are inter-se related to each other. Mr. CP Gurnani, being a Whole-time Director of Tech Mahindra Limited, has waived his right to receive sitting fees for attending the Meetings of the Board of Directors or any Committee thereof on which he may be appointed from time to time or any other remuneration payable to the Non‑Executive Directors of the Company, effective CORPORATE GOVERNANCE