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

73 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS Five Meetings of Independent Directors were held during the year and these meetings were well attended. Audit Committee The Committee comprises of four Directors viz. Mr. T. N. Manoharan (Chairman of the Committee), Ms. Shikha Sharma, Mr. Vikram Singh Mehta and Mr. Haigreve Khaitan. All the Members of the Committee are Independent Directors and possess strong accounting and nancial management knowledge. The Company Secretary of the Company is the Secretary of the Committee. During the year, the scope of Audit Committee was amended to, inter alia , align with the provisions of SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022, the details of which are furnished in the Report on Corporate Governance that forms part of this Annual Report. All the recommendations of the Audit Committee were accepted by the Board. L. GOVERNANCE Corporate Governance Your Company has a rich legacy of ethical governance practices many of which were implemented by the Company, even before they were mandated by law. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. Your Company continued to feature in the ‘Leadership’ category in the Corporate Governance Scorecard 2022 which is developed by Institutional Investor Advisory Services India Limited (“IiAS”) with support from International Finance Corporation (“IFC”) and BSE Limited (“BSE”). A Report on Corporate Governance along with a Certi cate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms part of this Annual Report. Compliance Management The Company has adopted a compliance management tool which provides system-driven alerts to the respective owners for complying with the applicable laws and regulations. Certificates capturing the compliance status of all laws and regulations applicable to the Company are generated at the end of each quarter and submitted by the Managing Director to the Board. Ethics Framework The Company’s revised Code of Conduct (the Code) for employees outlines the commitment to the principles of integrity, transparency, and fairness. The refreshed Code has been contemporised and aligned with the changes in the internal and the external environments. It enables the Company to make the right choices and demonstrate the highest standards of integrity and ethical behaviour. The Ethics & Governance framework is also anchored by clearly defined policies and procedures, covering areas such as Anti-Bribery and Anti-Corruption Policy (ABAC), Policy on Gifts & Entertainment (G&E), Policy on Prevention of Sexual Harassment at Workplace (POSH), Whistle-Blower Policy (WB), Business Partner Code of Conduct, Supplier Code of Conduct to ensure robust Corporate Governance. The Code of Conduct and all the Company’s policies are accessible on the Company’s website; in the Governance section at the Web-link: https://www.mahindra.com/investor- relations/policies-and-documents and on the Rise@Work the Company’s intranet as well as on the mobile app Me-connect. During the year, ABAC and G&E policies were revised to align it with global governance practices. An annual awareness program was implemented to enhance the understanding of the revised Code and policies. New joiners are mandatorily required to undertake e-learning modules on the Code, POSH and ABAC. For reinforcing Code and policies, existing employees are further required to complete mandatory e-Learning (refresher) modules on the Code of Conduct, and other policies viz; POSH, G&E and ABAC, annually. In addition to this, an Annual Compliance Declaration Module is mandated for the employees. In order to achieve regular reinforcement of the Code and policies across the Company; the Ethics program has the support of 145 Ethics Counsellors who help the Company to amplify the values which the Company stands for and facilitate regular conversations and training with their cohorts. The Ethics Counsellors are trained by subject matter experts (internal / external) on ethics and policies throughout the year. During the year, they have trained approximately 3,500 employees and associates across various geographies on the Code and policies related to ABAC, G&E, POSH and WB. Further, your Company has driven sensitisation on the Code and other ethics policies vide ethical guidelines, emailers, videos, standees and posters across locations.