MAHINDRA & MAHINDRA LIMITED 20 Other information: Mr. Pant does not hold any Ordinary (Equity) Shares in the Company. The GNRC has identified certain skills and capabilities required by the Directors of the Company. The skill sets possessed by Mr. Pant are aligned to those identified by GNRC and complete details of the same are provided in the Corporate Governance Section of the Annual Report of the Company for the financial year ended 31st March, 2024. Mr. Pant is not disqualified from being appointed as Director in terms of section 164 of the Act and has given his consent to act as a Director. He is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (SEBI) or any other authority. The Board is of the view that Mr. Pant’s knowledge and experience will be of immense benefit and value to the Company and pursuant to the recommendation of the GNRC, recommends his appointment to the Members. The Articles of Association of the Company are available for inspection by the Members in electronic form as per the instructions provided in the Note No. 8 of this Notice. Save and except Mr. Pant, and his relatives to the extent of their shareholding interest, if any, in the Company, none of the other Directors, Key Managerial Personnel (“KMP“) of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 8 of the Notice. Mr. Pant is not related to any other Director / KMP of the Company. The Board recommends the Ordinary Resolution set out at Item No. 8 of the Notice for approval of the Members. ITEM NO. 9: Proposal: The Board of Directors of the Company at its Meeting held on 14th February, 2024, pursuant to the recommendation of the Governance, Nomination and Remuneration Committee (“GNRC”), has approved the appointment of Ms. Padmasree Warrior (DIN: 10387032) as an Additional Director (Independent and Non‑Executive) of the Company with effect from 17th May, 2024 to hold office up to the date of the next Annual General Meeting of the Company pursuant to section 161 of the Companies Act, 2013 (“the Act”) and subject to approval of the Members at the said Annual General Meeting, to hold office as an Independent Director, not liable to retire by rotation, for a term of 5 (five) consecutive years commencing from 17th May, 2024 to 16th May, 2029 (both days inclusive). Process & Basis of Appointment: The GNRC evaluated profiles of various candidates as an Independent Director of the Company was reaching end of tenure in the year 2024. The GNRC had identified skills, expertise and competencies required by the Board for the effective functioning of the Company. The process of shortlisting and selection of the new Independent Director was carried out and concluded by GNRC members who were Independent Directors and not considered interested in such proposal. After considering qualifications, skillsets, experience, independence, knowledge, ability to devote sufficient time, the GNRC selected and recommended to the Board, the appointment of Ms. Padmasree Warrior as Independent Director of the Company. In line with this strategic approach, the appointment of Ms. Warrior reflects the Company’s commitment to long term sustainability and seamless leadership transitions. Her appointment which is in line with the requirements of the Company Policy on “Appointment of Directors and Senior Management and Succession Planning for orderly succession to the Board and Senior Management” is a proactive stance which underscores the Company’s dedication to maintaining a dynamic and resilient board, poised to navigate challenges and seize opportunities on the horizon. The Company has received a notice in writing from a Member under section 160 of the Act proposing the candidature of Ms. Padmasree Warrior for the office of Director of the Company. Brief resume of Ms. Warrior, age, qualification, nature of her expertise in specific functional areas, disclosure of relationships between directors inter-se, names of listed entities and other companies in which she holds directorships and memberships of Board Committees alongwith the listed companies from which she has resigned in the past three years, shareholding in the Company, the number of Meetings of the Board attended during the year, along with disclosure pertaining to her resignation from listed entities in the past three years, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India are stated herein and are also provided in the Corporate Governance Report forming part of the Annual Report. Profile: Ms. Padmasree Warrior has completed 63 years of age. Ms. Padmasree Warrior is the Founder, President and CEO of Fable, a mobile-first company that brings stories for everyone, anywhere. Previously, she was the Chief Executive Officer of NIO U.S., Chief Development Officer and Board Member of NIO Inc., a manufacturer of smart, electric, and autonomous vehicles. In this role she scaled the company from start-up to a successful IPO NYSE: NIO in 3 years. Prior to NIO, she served as the Chief Technology & Strategy Officer (CTSO) for Cisco until September 2015. In this capacity she was charged with aligning the company’s technology and business strategy to business results. She oversaw corporate strategy, mergers, acquisitions, venture investments, and strategic partnerships. Before that, she was the SVP and GM for Cisco Enterprise segment and co-led Cisco’s worldwide engineering organization. Prior to Cisco, she was EVP and CTO at Motorola. Under her leadership, Motorola was awarded the 2004 U.S. National Medal of Technology. She has been widely recognized for her creative, visionary leadership. Forbes has named her one of “The World’s 100 Most Powerful Women” for three years running. In 2013, The International Alliance for Women gave her the World of Difference Award. In 2012, Business Insider called her one of the “25 Most Influential Women in Wireless”. The Wall Street Journal has called her one of “50 Women to Watch”. Fast Company included her among the “100 Most Creative People in Business”. The Economic Times listed her as “the 11th Most Influential Global Indian.” She has also served on government initiatives, industry advisory boards as well as charitable and community organizations. She received the United States Pan Asian American Chamber of Commerce’s Excellence Award and YWCA Metropolitan Chicago’s Outstanding Woman Achievement Award. In 2007, she was inducted into the WITI Hall of Fame. She holds a Bachelor of Technology degree in Chemical Engineering from the Indian Institute of Technology in New Delhi, India and a Master of Science degree in Chemical Engineering from Cornell University, New York, U.S.
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