CORPORATE GOVERNANCE 199 P. Senior Management Particulars of Senior Management Personnel (“SMP”) and changes therein since the close of the previous financial year: A) Particulars of SMP as of 1st April, 2023: Sr. No Name of the SMP of the Company Designation 1. Vijay R Nakra President - Automotive Division 2. Hemant Sikka President - Farm Equipment Sector 3. R. Velusamy President - Automotive Technology and Product Development 4. Ruzbeh Irani President - Group HR 5. Vinod Sahay President - Aerospace & Defence and Chief Purchase Officer (AFS) 6. Manoj Bhat^ President & Group Chief Financial Officer 7. Narayan Shankar Company Secretary 8. Amit Kumar Sinha* President - Group Strategy * Ceased to be SMP during the year. ^ Mr. Manoj Bhat will cease to be the Chief Financial Officer of the Company designated as “Group CFO” and Key Managerial Personnel of the Company and Senior Management Personnel with effect from close of 16th May, 2024, on account of his transition as Managing Director and Chief Executive Officer of Mahindra Holidays and Resorts India Limited with effect from 17th May, 2024. B) Additions to SMP during FY 2023-24: Sr. No Name of the SMP of the Company Designation 1. K N Vaidyanathan EVP - CMS & Group Chief Internal Auditor 2. Naveen Raju General Counsel & EVP – Group Legal 3. Mohit Kapoor EVP – Group Chief Technology Officer 4. Asha Kharga Chief Customer and Brand Officer 5. Puneet Renjhen EVP – Partnership & Alliances 6. Abanti Sankaranarayanan Chief Group Public Affairs Officer 7. Amarjyoti Barua# EVP – Group Strategy # Mr. Amarjyoti Barua will serve as the Chief Financial Officer and Key Managerial Personnel of the Company, designated as “President & Group CFO” with effect from 17th May, 2024. II. REMUNERATION TO DIRECTORS A. Remuneration Policy Your Company has a well-defined Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees. This Policy is available on the website of the Company and can be accessed in the Governance section at the Web-link: https:// www.mahindra.com/investor-relations/policies-and-documents. The Board while deciding the basis for determining the compensation, both fixed and variable to the Non-Executive Directors, takes into consideration various factors such as Director’s participation in Board and Committee Meetings during the year, other responsibilities undertaken, such as Membership or Chairmanship of Committees, time spent in carrying out other duties, role and functions as envisaged in Schedule IV of the Act and Listing Regulations and such other factors as the GNRC deems fit. The elements of remuneration package of Executive Directors include salary, benefits, stock options, provident fund, etc. and is decided based on the individual performance as well as performance of the Company, inflation, prevailing industry trends and benchmarks. The Non-Executive Directors are paid remuneration in the form of sitting fees for attending the meetings of the Board of Directors or any Committee thereof, as approved by the Board of Directors and Commission. Based on the Shareholders’ approval, Mr. Anand G. Mahindra, as Non-Executive Chairman of the Company is entitled to Remuneration (by way of monthly payment) and Commission apart from sitting fees for attending the Meetings of the Board of Directors or any Committee thereof as approved by the Board of Directors for Non-Executive Directors of the Company and also Reimbursements and Benefits as per the Company’s Policy with effect from 12th November, 2021. B. Remuneration to Non-Executive Directors for the year ended 31st March, 2024 Pursuant to the approval granted by the Members of the Company at the 69th AGM held on 7th August, 2015, the eligible Non-Executive Directors are paid commission upto a maximum of 1% of the net profits of the Company for each financial year, as computed in the manner laid down in section 198 of the Act or any statutory modification(s) or re-enactment(s) thereof or Rs. 38 crores in the aggregate, whichever is lower; provided that none of such Directors shall, in any Financial Year individually receive a portion of such remuneration more than one quarter percent of the net profits of the Company. Further, based on approval of the Shareholders of the Company at the 75th AGM held on 6th August, 2021, Mr. Anand G. Mahindra, Chairman (Non-Executive Director) of the Company
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