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

MAHINDRA & MAHINDRA LIMITED 18 ITEM NO. 8: Background & Proposal The Members of the Company at the Seventy-Fourth Annual General Meeting of the Company held on 7 th August, 2020 (“74 th AGM”), had approved the appointment of Dr. Anish Shah (DIN: 02719429) as Whole-time Director of the Company designated as Deputy Managing Director and Group Chief Financial Officer of the Company with effect from 1 st April, 2020 to 1 st April, 2021 and as the Managing Director and Chief Executive Officer of the Company with effect from 2 nd April, 2021 to 31 st March, 2025 and the terms and conditions of the remuneration payable to him. The Members at the said meeting had approved basic salary to Dr. Anish Shah as Managing Director and Chief Executive Officer in the scale of Rs. 18,00,000 to Rs. 30,00,000 per month with effect from 2 nd April, 2021 to 31 st March, 2025 (both days inclusive) and perquisites and Performance Pay not exceeding 200% and 150% of the Annual Basic Salary respectively. Taking into consideration the intrinsic growth and performance of the Company under the strategic guidance and leadership of Dr. Shah as Managing Director and Chief Executive Officer of the Company and based on the recommendation of Governance, Nomination and Remuneration Committee (“GNRC”), the Board of Directors of the Company at its Meeting held on 26 th May, 2023, approved revision in the terms of remuneration of Dr. Anish Shah by increasing the scale of basic salary and performance pay, as follows: Basic Salary Scale: Rs. 30,00,000 to Rs. 55,00,000 per month with effect from 1 st August, 2023 to 31 st March, 2025. Performance Pay: Performance Pay based on his performance and performance of the Company to an amount not exceeding 235% of the Annual Basic Salary from the Financial Year 2022-23 to Financial Year 2024-25. All other terms and conditions relating to his appointment and remuneration as approved earlier by the Members remain unchanged and continue to be effective. Profile: Dr. Shah has completed 53 years of age. Dr. Shah holds a Ph.D from Carnegie Mellon’s Tepper School of Business where his doctoral thesis was in the field of Corporate Governance. He also received a Masters degree from Carnegie Mellon and has a postgraduate diploma in Management from the Indian Institute of Management, Ahmedabad. He has received various scholarships, including the William Latimer Mellon Scholarship, Industry Scholarship at IIMA, National Talent Search and Sir Dorabji Tata Trust. Dr. Shah is the Managing Director and CEO of Mahindra & Mahindra Limited. His role as Group CEO includes oversight of all Group businesses, which employ 260,000+ associates across 20 industries and 100+ countries. His primary focus is on nurturing a purpose-driven organization, establishing tech leadership in each industry and value creation across businesses. Dr. Shah joined Mahindra Group in 2014, as Group President (Strategy), and worked closely with all businesses on key strategic initiatives, built capabilities such as digitization & data sciences and enabled synergies across group companies. In 2019, he was appointed Deputy Managing Director and Group CFO, with responsibility for the Group Corporate Office and full oversight of all businesses other than the Auto and Farm sectors, as a part of the transition plan to the CEO role. Dr. Shah was President and CEO of GE Capital India from 2009- 14, where he led the transformation of the business, including a turnaround of its SBI Card joint venture. His career at GE spanned 14 years, during which he held several leadership positions at GE Capital’s US and global units. As Director, Global Mortgage, he worked across 33 countries to drive growth and manage risk. As Senior Vice President (Marketing and Product Development) at GE Mortgage Insurance, he led various growth initiatives and played a key role in preparing the business for an IPO, as a spinoff from GE. In his initial years with GE, Dr. Shah also led Strategy, eCommerce and Sales Force Effectiveness and had the unique experience of running a dot-com business within GE. Dr. Shah also received GE’s prestigious Lewis Latimer Award for outstanding utilisation of Six Sigma in developing a “Digital Cockpit.” He has diverse experience with global businesses beyond GE. He led Bank of America's US Debit Products business, where he launched an innovative rewards program, led numerous initiatives in payment technology and worked closely with various teams across the Bank to enhance value for the customer. As a Strategy Consultant at Bain & Company in Boston, he worked across multiple industries, including banking, oil rigs, paper, paint, steam boilers and medical equipment. His first role was with Citibank in Mumbai, where he issued bank guarantees and letters of credit as Assistant Manager, Trade Services. Directorships and Committee positions: Dr. Anish Shah is the Managing Director and Chief Executive Officer of Mahindra & Mahindra Limited, Chairman of Mahindra & Mahindra Financial Services Limited and Mahindra Logistics Limited, Non-Executive and Non-Independent Director of Mahindra Lifespace Developers Limited, Tech Mahindra Limited, Mahindra Holidays & Resorts India Limited, Additional Director of Tech Mahindra Foundation and Director and Senior Vice President of Federation of Indian Chamber of Commerce & Industry (FICCI). Dr. Anish Shah, as Managing Director & CEO of the Company serves as a Non-Executive Director on the Board of other subsidiaries and associate(s) of the Company, in accordance with fulfilment of his role of having full oversight of all business sectors of the Mahindra Group. Dr. Anish Shah is a Member of the following Board Committees: Sr. No. Name of the Company Name of the Committee Position held 1. Mahindra & Mahindra Limited Risk Management Committee Member Corporate Social Responsibility Committee Member Sale of Assets Committee Member