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

70 MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2022-23 The Independent Directors are also required to undertake online proficiency self-assessment test conducted by IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. The Independent Directors of the Company are exempt from the requirement to undertake online proficiency self-assessment test except Mr. Muthiah Murugappan who has successfully completed the online proficiency self- assessment test. Lead Independent Director Mr. Vikram Singh Mehta, Independent Director and Chairman of Governance, Nomination and Remuneration Committee is the Lead Independent Director. The role and responsibilities of the Lead Independent Director are provided in the Corporate Governance Report forming part of this Annual Report. Retirement by rotation Mr. Anand G. Mahindra and Mr. Vijay Kumar Sharma retire by rotation and being eligible, offer themselves for re-appointment at the 77 th Annual General Meeting of the Company scheduled to be held on 4 th August, 2023. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually including Independent Directors, Chairman of the Board, Managing Director & Chief Executive Officer and Executive Director and CEO (Auto and Farm Sector). Feedback Mechanism Feedback was sought by way of a structured questionnaire covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, Execution and Performance of Specific Duties, Obligations and Governance and the evaluation was carried out based on responses received from the Directors. Evaluation of Committees The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation of member of the Committees, fulfilment of the functions assigned to Committees by the Board and applicable regulatory framework, frequency and adequacy of time allocated at the Committee Meetings to fulfil duties assigned to it, adequacy and timeliness of the Agenda and Minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees, effectiveness of the Committee’s recommendation for the decisions of the Board, etc. Evaluation of Directors and Board A separate exercise was carried out by the Governance, Nomination and Remuneration Committee (“GNRC”) of the Board to evaluate the performance of Individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Board was also carried out by the Independent Directors, taking into account the views of the Executive Directors and Non-Executive Directors. The performance evaluation of the Managing Director and the Executive Director of the Company was carried out by the Chairman of the Board and other Directors. Criteria for Independent Directors The performance evaluation of Independent Directors was based on various criteria, inter alia , including attendance at Board and Committee Meetings, skill, experience, ability to challenge views of others in a constructive manner, knowledge acquired with regard to the Company’s business, understanding of industry and global trends, etc. Criteria for Chairman The performance evaluation of Chairman of the Board was based on various criteria, inter alia , including style of Chairman’s leadership, effective engagement with other Board members during and outside the meetings, allocation of time provided to other Board members at the meetings, effective engagement with shareholders during general meetings, etc. Criteria for Managing Director and Executive Director The performance evaluation of Managing Director and Executive Director was based on various criteria, inter alia , including leadership style, standards of integrity, fairness and transparency demonstrated, identification of strategic targets, anticipation of future demands and opportunities, resource staffing to meet short term and long term goals, engagement with Board and Committee members, updating Board on significant issues, commitment to organisational values, vision and mission, adaptation to meet changing circumstances, knowledge and sensitivity of stakeholders’