MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2023-24 208 The Committee met six times during the year under review on 25th May, 2023, 3rd August, 2023, 9th November, 2023, 2nd February, 2024, 13th February, 2024 and 18th March, 2024. The attendance at the Meetings was as under: Name of the Members Committee Meeting Dates and Mode Held during the Year Attended % of attendance of a Member 1 2 3 4 5 6 25th May, 2023 3rd August, 2023 9th November, 2023 2nd February, 2024 13th February, 2024 18th March, 2024 Physical Hybrid Hybrid VC Hybrid Physical Mr. Vikram Singh Mehta (Chairman) 6 6 100% Mr. Haigreve Khaitan 6 6 100% Ms. Shikha Sharma 6 6 100% Ms. Nisaba Godrej 6 6 100% % of attendance at a Meeting 100% 100% 100% 100% 100% 100% Governance, Nomination and Remuneration Committee Attendance Attended through Video Conference Leave of Absence Attended in-person Governance, Nomination and Remuneration Committee Report for the year ended 31st March, 2024: Activities of the Committee during the year Frequency Finalisation of the process of evaluation, amending the evaluation questionnaires and carrying out evaluation of the performance of the Board, its Committees, Directors, Chairman, Managing Director & Chief Executive Officer and Executive Director and CEO (Auto and Farm Sector) of the Company and mapping of chart / matrix of core skill/ expertise/ competencies of the Board A Recommending to the Board revision in Basic Salary and Performance Pay to be paid to the Wholetime Directors for onward recommendation to the Shareholders E Recommending to the Board change in the definition and coverage of ‘Senior Management’ and remuneration of new persons forming part of Senior Management E Recommending to the Board amendment to the Policy on Appointment of Directors and Senior Management and Succession Planning for Orderly Succession to the Board and the Senior Management E Discussion on Senior Management Succession Plan E Update on Retention Data of employees in certain categories to whom Stock Options have been granted E Grant of Stock Options to the Eligible Employees under the Mahindra & Mahindra Limited Employees Stock Option Scheme – 2010, cancellation of Stock Options and permitting vesting of unvested Stock Options upon Early Retirement in certain cases and discussion on provisions of the Scheme A / E Recommend to the Board revision in Remuneration to be paid to Senior Management A / E Approving revision in Remuneration to be paid to Wholetime Directors and their Performance Pay for FY 22-23 A Approving retirement age of existing Wholetime Directors E Noting of withdrawal of the nomination of Mr. Vijay Kumar Sharma (DIN: 02449088), Non-Executive Non-Independent Director of the Company by Life Insurance Corporation of India with effect from 20th December, 2023 E Noting of Resignation of Mr. CP Gurnani (DIN: 00018234) as Non-Executive Non-Independent Director of the Company with effect from 20th December, 2023 E Discussion on Diversity, Equity and Inclusion (DEI) E Accepting the resignation of Mr. Manoj Bhat as Chief Financial Officer of the Company designated as ‘Group Chief Financial Officer’ w.e.f. close of 16th May, 2024 E
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