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

163 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS III. RISK MANAGEMENT Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the Company. These levels form the strategic defence cover of the Company’s risk management. The Company has a robust organisational structure for managing and reporting on risks. Your Company has constituted a Risk Management Committee consisting of Board Members which is authorised to monitor and review Risk Management plan and risk certificate. The Committee is also empowered, inter alia , to review and recommend to the Board the modifications to the Risk Management Policy. Further, the Board has constituted a Corporate Risk Council comprising of the Senior Executives including Chief Risk Officer of the Company. The terms of reference of the Council comprise review of Risks and Risk Management Policy at periodic intervals. The Risk Management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the Company. IV. COMMITTEES OF THE BOARD The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas / activities as mandated by applicable regulations; which concern the Company and need a closer review. Majority of the Members constituting the Committees are Independent Directors and each Committee is guided by its Charter or Terms of Reference, which provide for the scope, powers & duties and responsibilities. The Chairperson of the respective Committee informs the Board about the summary of the discussions held in the respective Committee Meetings. The minutes of the Meeting of all Committees are placed before the Board for review. During the year, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board. There are Six Board constituted Committees as on 31 st March, 2023, which comprise of Five Statutory Committees and One Non-statutory Committee (Voluntary Committee), details of which are as follows: The Board Board Committees as on 31 st March, 2023: Chairperson Members * Voluntary Committee Mr. T.N. Manoharan Ms. Shikha Sharma Mr. Vikram Singh Mehta Mr. Haigreve Khaitan Audit Committee Mr. Haigreve Khaitan Mr. Anand G. Mahindra Dr. Vishakha N. Desai Mr. Muthiah Murugappan Stakeholders Relationship Committee Mr. T. N. Manoharan Dr. Anish Shah Mr. Rajesh Jejurikar Ms. Shikha Sharma Mr. Vikram Singh Mehta Mr. Haigreve Khaitan Risk Management Committee Mr. Anand G. Mahindra Mr. Vikram Singh Mehta Mr. T. N. Manoharan Ms. Shikha Sharma Mr. Vijay Kumar Sharma Strategic Investment Committee* Dr. Vishakha N. Desai Mr. Anand G. Mahindra Dr. Anish Shah Mr. Vikram Singh Mehta Mr. Muthiah Murugappan Corporate Social Responsibility Committee Mr. Vikram Singh Mehta Ms. Shikha Sharma Mr. Haigreve Khaitan Ms. Nisaba Godrej Governance, Nomination and Remuneration Committee