MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2023-24 176 COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE Since inception, the Company stood for many things that money can’t buy, the most essential being reputation - a product of decades of ethical practices and good governance. Over the years, your Company has institutionalised some of the best practices of corporate working and behaviour in its processes and addressed the governance issues transparently and effectively. Although your Company had to constantly evolve to survive in a competitive economy, there are values - intrinsic to its corporate culture - that it has preserved and will carry forward with it into the future. During the year under review, your Company continued to feature in the ‘Leadership’ category in the Indian Corporate Governance Scorecard 2023 which is developed by Institutional Investor Advisory Services India Limited (“IiAS”) with support from International Finance Corporation (“IFC”) and BSE Limited (“BSE”) built around the G20/OECD Principles of Corporate Governance, which is the globally accepted benchmark for Corporate Governance. A Report on compliance with the Corporate Governance provisions as prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“Listing Regulations”) is given herein below: I. BOARD OF DIRECTORS The composition of the Board of your Company is in conformity with Regulation 17 of the Listing Regulations. The Chairman of your Company, though a Professional Director in his individual capacity, is a Promoter & Non‑Executive Director and the number of Non-Executive and Independent Directors is more than one-half of the total number of Directors. Dr. Anish Shah, Managing Director and Chief Executive Officer and Mr. Rajesh Jejurikar, Executive Director and CEO (Auto and Farm Sector) are the Whole-time Directors of your Company. The remaining Non-Executive Directors comprise of Seven Independent Directors (including Three Woman Directors). During the Financial Year 2023-2024, Mr. CP Gurnani (DIN: 00018234) and Mr. Vijay Kumar Sharma (DIN: 02449088) have ceased to be the Directors of your Company. Mr. CP Gurnani resigned as Non-Executive Non-Independent Director of your Company with effect from 20th December, 2023 coinciding with his retirement as Managing Director & CEO at Tech Mahindra Limited and Mr. Vijay Kumar Sharma resigned as Non-Executive Non-Independent Director of your Company with effect from 20th December, 2023 on account of withdrawal of his nomination by Life Insurance Corporation of India (“LIC”) upon him attaining the age of 65 years. Further, the Board of Directors of the Company, based on the recommendation of the Governance, Nomination and Remuneration Committee (“GNRC”) at its Meeting held on 14th February, 2024 has considered and appointed, with effect from 17th May, 2024: 1. Ms. Padmasree Warrior (DIN: 10387032) as an Additional Director (Independent and Non-Executive) to hold office as an Independent Director for a term of 5 (five) consecutive years upto 16th May, 2029; 2. Mr. Ranjan Pant (DIN: 00005410) as an Additional Director (Non-Executive and Non-Independent), liable to retire by rotation; and 3. Mr. Sat Pal Bhanoo (DIN: 10482731) as an Additional Director (Non-Executive and Non-Independent) representing LIC, liable to retire by rotation. Dr. Vishakha N. Desai (DIN: 05292671), has ceased to be an Independent Director of your Company with effect from 30th April, 2024 consequent to completion of her second term of appointment and upon she attaining the age of 75 years. The composition of the Board represents an optimum combination of knowledge, experience and skills from diverse fields including manufacturing, finance, economics, law, governance, etc. which are required by the Board to discharge its responsibilities effectively. The Directors take active part in the deliberations at the Board and Committee Meetings by providing valuable guidance and expert advice to the Management on various aspects of business, policy direction, strategy, governance, compliance, etc. and play a critical role on strategic issues and add value in the decision making process of the Board of Directors. CORPORATE GOVERNANCE
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