MAHINDRA & MAHINDRA LTD. Board’s Report 95 The Board expressed heartfelt gratitude for the exceptional contributions of Mr. Narayan Shankar during his remarkable tenure of almost 24 years with the Company. His expertise in Mergers, Restructuring, and Corporate Governance with an ability to manage multiple complex projects seamlessly and provide strategic guidance ensured smooth execution of key initiatives. He also played a crucial role in upholding and enhancing the standards of Corporate Governance across the Mahindra Group. Under his visionary leadership, the Company achieved several Governance Milestones, including the prestigious Golden Peacock Global Award for Excellence in Corporate Governance (under the Automobile Sector) and recognition by IiAS in the Leadership category of the Indian Corporate Governance Scorecard Assessment, both for last 4 consecutive years. During his tenure, the Company also secured the ICSI National Award for Excellence in Corporate Governance on three occasions. His unwavering dedication, integrity, and exemplary commitment to strengthening the governance framework have left an indelible mark on the organisation. The Board conveyed its best wishes to Mr. Narayan Shankar as he embarks on the next chapter of his journey and recorded that his legacy of excellence and ethical leadership will continue to inspire the Mahindra Group. Appointment of Interim Company Secretary The Board at its Meeting held on 31st March, 2025, also approved appointment of Ms. Divya Mascarenhas (ICSI Membership No. F10249), as Company Secretary of the Company and Compliance Officer under Listing Regulations (in the Interim capacity) designated as “Interim Company Secretary” who would also be Key Managerial Personnel and part of Senior Management Personnel with effect from 2nd April, 2025. Policies Your Company has adopted the following Policies: (a) Policy on Appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management; (b) Policy for remuneration of the Directors, Key Managerial Personnel and other employees. Policy (a) mentioned above includes the criteria for determining qualifications, positive attributes and independence of a Director, identification of persons who are qualified to become Directors and who may be appointed in the Senior Management Team in accordance with the criteria laid down in the said Policy, succession planning for Directors and Senior Management, and Policy statement for Talent Management framework of the Company. Policy (b) mentioned above sets out the approach to Compensation of Directors, Key Managerial Personnel and other employees in the Company. Policies mentioned at (a) and (b) above are available on the website and can be accessed in the Governance section at the Web-link: https://www.mahindra.com/investor-relations/ policies-and-documents. Familiarisation Programme for Independent Directors / Non-Executive Directors The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates. All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. Independent Directors meet the business and functional heads and provide their inputs and suggestions on strategic and operational matters at the quarterly Board / Committee Meetings. Executive Directors and Senior Management provide an overview of the operations and familiarize the new NonExecutive Directors on matters related to the Company’s values and commitments. They are also introduced to the organization structure, constitution of various committees, board procedures, risk management strategies, etc. Strategic Presentations are made to the Board where Directors get an opportunity to interact with Senior Management. Directors are also informed of the various developments in the Company through Press Releases, emails, etc. During the FY25, the Board at its Meeting held on 7th and 8th February, 2025, noted, deliberated and discussed various matters, inter alia, relating to Governance, Performance of the Group as whole, Growth Drivers, Technology, Company’s Strategy for Auto and Farm Business and Group’s other Businesses Strategic outlook.
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