MAHINDRA & MAHINDRA LTD. Board’s Report 93 The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (“IICA”). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. The Independent Directors of the Company are exempt from the requirement to undertake online proficiency self‑assessment test except Mr. Muthiah Murugappan who has successfully completed the online proficiency self‑assessment test. Lead Independent Director Mr. Vikram Singh Mehta ceased to be the Independent Director of the Company with effect from 8th August, 2024 and as such also ceased to be the “Lead Independent Director” of the Company, upon completion of his second term of five consecutive years from 8th August, 2019 to 7th August, 2024 as approved by the Shareholders at the Seventy-Third Annual General Meeting of the Company held on 7th August, 2019. Mr. T. N. Manoharan, Independent Director, Chairman of the Audit Committee, Governance, Nomination and Remuneration Committee, Risk Management Committee and Member of the Strategic Investment Committee of the Board is the Lead Independent Director of the Company with effect from 8th August, 2024. The role and responsibilities of the Lead Independent Director are provided in the Corporate Governance Report forming part of this Annual Report. Retirement by rotation Mr. Anand G. Mahindra and Mr. Rajesh Jejurikar, retire by rotation and being eligible, offer themselves for reappointment at the 79th Annual General Meeting of the Company scheduled to be held on 31st July, 2025. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually including Independent Directors, Chairman of the Board, Group CEO and Managing Director and Executive Director and CEO (Auto and Farm Sector). Feedback Mechanism Feedback was sought by way of a structured questionnaire covering various aspects of the Board’s functioning such as adequacy of time spent on strategic issues, effectiveness of Governance practices, setting corporate culture and values, execution and performance of specific duties, obligations and governance. The performance evaluation was carried out based on the responses received from the Directors. Evaluation of Committees The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation of member of the Committees, fulfilment of the functions assigned to Committees by the Board and applicable regulatory framework, adequacy of time allocated at the Committee Meetings to fulfil duties assigned to it, adequacy and timeliness of the Agenda and Minutes circulated, comprehensiveness of the discussions, effectiveness of the Committee’s recommendation for the decisions of the Board, etc. Evaluation of Directors and Board A separate exercise was carried out by the Governance, Nomination and Remuneration Committee (GNRC) of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Board was also carried out by the Independent Directors, taking into account the views of the Executive Directors and Non-Executive Directors. The performance evaluation of the Managing Director and the Executive Director of the Company was carried out by the Chairman of the Board and other Directors. Criteria for Independent Directors The performance evaluation of Independent Directors was based on various criteria, inter alia, including attendance at Board and Committee Meetings, skill, experience, ability
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