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

168 MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2022-23 The attendance at the Meetings was as under: Name of the Members Committee Meeting Dates and Mode Held during the Year Attended % of attendance of a Member 1 2 3 4 5 27 th May, 2022 4 th August, 2022 10 th November, 2022 10 th February, 2023 14 th March, 2023 Hybrid Hybrid Hybrid Hybrid Hybrid Mr. Vikram Singh Mehta (Chairman) 5 5 100% Mr. Haigreve Khaitan 5 5 100% Ms. Shikha Sharma 5 5 100% Ms. Nisaba Godrej 5 5 100% % of attendance at a Meeting 100% 100% 100% 100% 100% Governance, Nomination and Remuneration Committee Attendance           Attended through Video Conference  Leave of Absence  Attended in-person GOVERNANCE, NOMINATION AND REMUNERATION COMMITTEE REPORT FOR THE YEAR ENDED 31 ST MARCH, 2023: Activities of the Committee during the year Frequency Finalisation of the process of evaluation and carrying out evaluation of the performance of the Board, its Committees, Directors and Chairman of the Company and mapping of chart / matrix of core skill/ expertise/ competencies of the Board A Approved and recommended to the Board amendments to Gift and Entertainment Policy and Code of Conduct for stakeholders E Grant of Stock Options to the Eligible Employees under the Mahindra & Mahindra Limited Employees Stock Option Scheme – 2010 and cancellation of Stock Options in certain cases A / E Remuneration and Performance Pay to be paid to the Wholetime Directors A Benchmarking of remuneration of Senior Management and approved and recommended to the Board remuneration of Senior Management A / E Redesignation of Mr. Rajesh Jejurikar as “Executive Director and CEO (Auto and Farm Sector)” E Frequency A Annual E Event Based C. Stakeholders Relationship Committee The Company’s Stakeholders Relationship Committee functions under the Chairmanship of Mr. Haigreve Khaitan, Independent Director. The Board at its Meeting held on 28 th May, 2022 had re-constituted the Stakeholders Relationship Committee and appointed Mr. Muthiah Murugappan in place of Dr. Anish Shah. Mr. Anand G. Mahindra and Dr. Vishakha N. Desai are the other Members of the Committee. Mr. Narayan Shankar, Company Secretary is the Compliance Officer of the Company. Key Terms of Reference of the Committee: The Committee meets, as and when required, to inter alia, deal with matters relating to issue of duplicate share certificates, issue of new share certificates (including for transfer to Investor Education & Protection Fund as per the provisions of the Act and Rules framed thereunder), resolve the grievances of security holders of the Company including complaints related to dematerialisation of shares, non-receipt of annual report, non-receipt of declared dividends, etc., review of measures taken for effective exercise of voting rights by shareholders, review of adherence to the service standards adopted by the Company in respect of services being rendered by the Registrar & Transfer Agent, review of various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/demand drafts/annual reports/statutory notices by the Shareholders of the Company. With a view to expedite the process of transmission, necessary authority has been delegated to certain officers of the Company. The Committee is authorised to approve request for transmission of shares and issue of duplicate share certificates. The role and terms of reference of the Committee cover the areas as contemplated under Regulation 20 read with Part D of Schedule II of the Listing Regulations and Section 178 of the Act, as applicable, besides other terms as referred by the Board of Directors. During the year under review, the terms of reference of the Committee were amended to include looking into various aspects of matters related to all Security Holders, inter alia, covering Non-Convertible Debenture Holders and Commercial Paper Holders.