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

172 MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2022-23 Regulation 21 of the Listing Regulations mandates constitution of the Risk Management Committee. The Committee is required to lay down the procedures to inform the Board about the risk assessment and minimisation procedures and the Board shall be responsible for framing, implementing and monitoring the Risk Management Plan of the Company. The Board has constituted a Risk Management Committee (‘RMC’). The Committee is chaired by Mr. T. N. Manoharan. The other Members are Dr. Anish Shah, Ms. Shikha Sharma, Mr. Rajesh Jejurikar, Mr. Vikram Singh Mehta and Mr. Haigreve Khaitan. During the year, Mr. T. N. Manoharan was appointed as Chairman of the Committee with effect from 28 th May, 2022 and Dr. Anish Shah ceased to be Chairman of the Committee with effect from that date and continues as a Member. Key Terms of Reference of the Committee: The terms of the reference of RMC are wide and are in line with the regulatory requirements of the Listing Regulations and inter alia include: 1. Formulation of a detailed risk management policy which shall include: a. Framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by RMC; b. Measures for risk mitigation including systems and processes for internal control of identified risks; and c. Business continuity plan. 2. Ensuring that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company. 3. Monitoring and overseeing implementation of the risk management policy, including evaluating the adequacy of risk management systems. 4. Periodically reviewing the risk management policy (at least once in two years) including by considering the changing industry dynamics and evolving complexity. 5. Keeping the Board of Directors informed about the nature and content of its discussions, recommendations and actions to be taken. 6. Reviewing the appointment, removal and terms of remuneration of the Chief Risk Officer (if any). Apart from the Meetings, Circular Resolution(s) are also passed by the Members. Subsequently, these Circular Resolution(s) are noted in the Meeting held after the date on which the Circular Resolution(s) are passed by the Members. Activities of the Committee during the year Frequency Considered and approved revised CSR Budget for the Financial Year and amendment to the Annual Action Plan for the Financial Year and recommended the same to the Board A / E Considered and approved amendment in the CSR Policy of the Company and recommended the same to the Board A / E Noted the amendments and clarification issued by Ministry of Corporate Affairs (MCA) in the CSR Provisions from time to time E Considered and recommended to the Board Annual Action Plan of the Company for the next financial year A Noted the Status of the Impact Assessment Studies for the Projects qualifying for Impact Assessment for the Financial Year P Frequency A Annually P Periodically E Event based E. Risk Management Committee Composition and Attendance (in brief): 67% 6 3 100% Independence Members Meetings Attendance