MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2023-24 188 The Independent Directors communicate as appropriate, suggestions, views or concerns to the Chairman or Managing Director and Chief Executive Officer upon conclusion of their Meeting(s). G. Director(s) seeking Appointment/ Re‑appointment Dr. Anish Shah, Managing Director and Chief Executive Officer of the Company, liable to retire by rotation and being eligible for re-appointment at the ensuing AGM of your Company, has offered himself for re-appointment. The GNRC is entrusted with the responsibility for developing competency requirements for the Board, based on the Industry, Strategy and Vision of the Company. The Board composition analysis reflects an in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The GNRC advises the Board on the appointment and re-appointment of Directors and also conducts periodic gap analyses to refresh the Board and reviewing potential candidates’ profiles to ensure they have the required competencies. The GNRC also undertakes reference and due diligence checks and meets potential candidates before making recommendations to the Board. The appointee is briefed on the specific requirements for the position, including expected expert knowledge. Once a suitable candidate is identified, the GNRC recommends their appointment to the Board for its approval. Upon receiving the GNRC’s recommendation, the Board considers the appointment and if approved, recommends the same to the Shareholders for their approval. Pursuant to the recommendation of the GNRC, the Board at its Meeting held on 14th February, 2024, subject to approval of the Shareholders of the Company, considered and approved: • Appointment of Ms. Padmasree Warrior as an Additional Director (Independent and Non-Executive) with effect from 17th May, 2024 to hold office as an Independent Director for a term of 5 consecutive years upto 16th May, 2029 (both days inclusive), not liable to retire by rotation; • Appointment of Mr. Ranjan Pant as an Additional Director (Non-Executive and Non-Independent) with effect from 17th May, 2024, liable to retire by rotation; and • Appointment of Mr. Sat Pal Bhanoo as an Additional Director (Non-Executive and Non-Independent) representing LIC with effect from 17th May, 2024, liable to retire by rotation. Further, pursuant to the recommendation of the GNRC, the Board at its Meeting held on 16th May, 2024, subject to approval of the Shareholders of the Company, considered and approved: • Re-appointment of Mr. Haigreve Khaitan (DIN: 00005290) as an Independent Director of the Company for a second term of 5 (five) consecutive years commencing from 8th August, 2024 to 7th August, 2029 (both days inclusive); • Re-appointment of Ms. Shikha Sharma (DIN: 00043265) as an Independent Director of the Company for a second term of 5 (five) consecutive years commencing from 8th August, 2024 to 7th August, 2029 (both days inclusive); • Re-appointment of Dr. Anish Shah (DIN: 02719429) as “Managing Director and Chief Executive Officer” of the Company designated as “Group CEO and Managing Director” with effect from 1st April, 2025 to 31st March, 2030 (both days inclusive); and • Re-appointment of Mr. Rajesh Jejurikar (DIN: 00046823) as Whole-time Director of the Company designated as “Executive Director and CEO (Auto and Farm Sector)” with effect from 1st April, 2025 to 24th June, 2029 (both days inclusive). D r. Anish Shah [MD and CEO] Dr. Anish Shah is the Group CEO of the Mahindra Group and the Managing Director of Mahindra & Mahindra Limited, the parent company of the Mahindra Group. 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. Under Dr. Anish’s leadership, the Group is reigniting value creation with exponential growth across multiple businesses and prudent capital allocation. Dr. Anish believes that “purpose drives profits”. He is the custodian of Mahindra’s Rise philosophy, of driving positive change in the lives of our communities to enable them to Rise. And he is championing the Mahindra Group’s efforts to play a leadership role in Women Empowerment and Sustainability.
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