MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2023-24 202 D. Remuneration paid/payable to Mr. Anand G. Mahindra, Non‑Executive Chairman for the year ended 31st March, 2024 The remuneration of Mr. Anand G. Mahindra was recommended by GNRC and subsequently approved by the Board of Directors and thereafter by the Shareholders of the Company at the 75th AGM held on 6th August, 2021. Further, the Shareholders of the Company at the 77th AGM held on 4th August, 2023 pursuant to the provisions of Regulation 17(6)(ca) of the Listing Regulations, accorded their approval for payment of remuneration to Mr. Anand G. Mahindra for the Financial Year 2023-24, being an amount exceeding fifty percent of the total annual remuneration payable to all the Non-Executive Directors of the Company for the Financial Year 2023-24. Following is the remuneration paid/payable to Mr. Anand G. Mahindra as Non-Executive Chairman during the year ended 31st March, 2024: Director(s) (Rs. in Lakhs) Remuneration Commission Total Mr. Anand G. Mahindra 250# 250 500 * In addition, Mr. Anand G. Mahindra is entitled to the Benefits under the Special Post Retirement Benefit Scheme of the Company. # Excludes Sitting Fees. E. The Stock Option granted to Directors, the period over which accrued and over which exercisable are as under: Name of Directors (alongwith their Designation) to whom Stock Options have been granted Options granted in November, 2023 under 2010 Scheme Vesting period Exercise period Exercise price Dr. Anish Shah, Managing Director & Chief Executive Officer 53,944 Three instalments in November 2024, 2025 & 2026 On the date of vesting or within the exercise period specified for each vesting. The maximum exercise period is 4 years from the date of vesting. Rs. 5 per share Mr. Rajesh Jejurikar, Executive Director & CEO (Auto and Farm Sector) 45,455 Note: All relevant information on Stock Options granted to Directors in previous Financial Years is accessible in the Company’s earlier Annual Report(s). III. RISK MANAGEMENT Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the Company. These levels form the strategic defence cover of the Company’s risk management. The Company has a robust organisational structure for managing and reporting on risks. Your Company has constituted a Risk Management Committee consisting of Board Members which is authorised to monitor and review Risk Management plan and risk certificate. The Committee is also empowered, inter alia, to review and recommend to the Board the modifications to the Risk Management Policy. Further, the Board has constituted a Corporate Risk Council comprising of the Senior Executives including Chief Risk Officer of the Company. The terms of reference of the Council comprise review of Risks and Risk Management Policy at periodic intervals. The Risk Management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the Company. IV. COMMITTEES OF THE BOARD The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas / activities as mandated by applicable regulations; which concern the Company and need a closer review. Majority of the Members constituting the Committees are Independent Directors and each Committee is guided by its Charter or Terms of Reference, which provide for the scope, powers, duties and responsibilities. The Chairperson of the respective Committee informs the Board about the summary of the discussions held in the respective Committee Meetings. The minutes of the Meeting of all Committees are placed before the Board for review. During the year, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board. There are Six Board constituted Committees as on 31st March, 2024, which comprise of Five Statutory Committees and One Non-statutory Committee (Voluntary Committee), details of which are as follows:
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