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

159 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS II. REMUNERATION TO DIRECTORS A. Remuneration Policy Your Company has a well-defined Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees. This Policy is available on the website of the Company and can be accessed in the Governance section at the Web-link: https:// www.mahindra.com/investor-relations/policies-and-documents. The Governance Nomination and Remuneration Committee (“GNRC”) while deciding the basis for determining the compensation, both fixed and variable to the Non-Executive Directors, takes into consideration various factors such as Director’s participation in Board and Committee Meetings during the year, other responsibilities undertaken, such as Membership or Chairmanship of Committees, time spent in carrying out other duties, role and functions as envisaged in Schedule IV of the Act and Listing Regulations and such other factors as the GNRC deems fit. The elements of remuneration package of Executive Directors include salary, benefits, stock options, provident fund, etc. and is decided based on the individual performance as well as performance of the Company, in ation, prevailing industry trends and benchmarks. The Non-Executive Directors are paid remuneration in the form of sitting fees for attending the meetings of the Board of Directors or any Committee thereof, as approved by the Board of Directors and Commission. Based on the Shareholders’ approval, Mr. Anand G. Mahindra, as Non-Executive Chairman of the Company is entitled to Remuneration (by way of monthly payment) and Commission apart from sitting fees for attending the Meetings of the Board of Directors or any Committee thereof as approved by the Board of Directors for Non-Executive Directors of the Company and also Reimbursements and Benefits as per the Company’s Policy with effect from 12 th November, 2021. B. Remuneration to Non-Executive Directors for the year ended 31 st March, 2023 Pursuant to the approval granted by the Members of the Company at the 69 th AGM held on 7 th August, 2015, the eligible Non-Executive Directors are paid commission upto a maximum of 1% of the net profits of the Company for each financial year, as computed in the manner laid down in section 198 of the Act or any statutory modification(s) or re-enactment(s) thereof or Rs. 38 crores in the aggregate, whichever is lower; provided that none of such Directors shall, in any Financial Year individually receive a portion of such remuneration more than one quarter percent of the net profits of the Company. Further, based on approval of the Shareholders of the Company at the 75 th AGM held on 6 th August, 2021, Mr. Anand G. Mahindra, Chairman (Non-Executive Director) of the Company will be paid a fixed Commission of Rs. 2.50 crores per annum, with effect from 12 th November, 2021. During the year under review, the following Non-Executive Directors were paid a commission of Rs. 359.42 lakhs (provided for in the accounts for the year ended 31 st March, 2022), distributed amongst the Directors as follows: Name of Directors Commission for the year ended 31 st March, 2022, paid during the year under review (Rs. In Lakhs) Mr. Anand G. Mahindra* 95.89 Mr. Vikram Singh Mehta 36.00 Dr. Vishakha N. Desai 36.00 Mr. T. N. Manoharan 36.00 Mr. Vijay Kumar Sharma (Nominee of LIC) 30.00 # Mr. Haigreve Khaitan 36.00 ## Ms. Shikha Sharma 30.00 Mr. CP Gurnani^ Nil Ms. Nisaba Godrej 30.00 Mr. Muthiah Murugappan 29.53 * Non-Executive Chairman from 12 th November, 2021. # Commission is paid to LIC. ## Commission was paid to Khaitan & Co., in which Mr. Haigreve Khaitan is a Partner. ^ 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 or any other remuneration payable to the Non‑Executive Directors of the Company. A commission of Rs. 582 lakhs has been provided as payable to the Non-Executive Directors in the accounts for the year under review. Non-Executive Directors are also paid sitting fees of Rs. 1,00,000 each for every Meeting of the Board and Rs. 60,000 each for every Committee Meeting other than Stakeholders Relationship Committee (increased from Rs. 50,000 to Rs. 60,000 with effect from 11 th February, 2023). The sitting fees paid for every Meeting of Stakeholders Relationship Committee is Rs. 30,000 each for Non‑Executive Director. Additionally, Non-Executive Directors are also reimbursed for expenses incurred in the performance of their official duties.