MAHINDRA & MAHINDRA LTD. Board’s Report 97 Non‑Executive Directors), assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Four Meetings of Independent Directors were held during the year and these meetings were well attended. Audit Committee As mentioned in the previous year’s Annual Report, the Board at its Meeting held on 16th May, 2024 re-constituted the Audit Committee with effect from 8th August, 2024 and appointed Mr. Muthiah Murugappan as a Member in place of Mr. Vikram Singh Mehta upon completion of his tenure on 7th August, 2024. Further, after cessation of Mr. Haigreve Khaitan as Independent Director of the Company with effect from 8th August, 2024 pursuant to completion of his first term of appointment, the Board at its Meeting held on 7th November, 2024 noted the consequent changes in Audit Committee Composition with effect from 8th August, 2024, which currently comprises of three Directors viz. Mr. T. N. Manoharan (Chairman of the Committee), Ms. Shikha Sharma and Mr. Muthiah Murugappan. All the Members of the Committee are Independent Directors and possess strong accounting and financial management knowledge. The Company Secretary of the Company is the Secretary of the Committee. All the recommendations of the Audit Committee were accepted by the Board. L. GOVERNANCE Corporate Governance Your Company has a rich legacy of ethical governance practices, many of which were established by the Company even before legal requirements came into effect. Your Company remains committed to transparency in all its transactions and places a high priority on business ethics. Your Company continued to feature in the ‘Leadership’ category in the Corporate Governance Scorecard 2024 which is developed by Institutional Investor Advisory Services India Limited (“IiAS”) with support from International Finance Corporation (“IFC”) and BSE Limited (“BSE”). Further, your Company has been awarded the prestigious ‘Golden Peacock Global Award for Excellence in Corporate Governance’ for the year 2024 (under the Automobile Sector). A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms part of this Annual Report. Compliance Management The Company has adopted a compliance management tool viz. mCompliance 2.0 Portal which provides system-driven alerts to the respective owners for complying with the applicable laws and regulations. Certificates capturing the compliance status of all laws and regulations applicable to the Company are generated at the end of each quarter and submitted by the Managing Director to the Board. Ethics Framework The Company’s revised Code of Conduct (“the Code”) for employees outlines the commitment to the principles of integrity, transparency, and fairness. It enables the Company and its employees to make the right choices and demonstrate the highest standards of integrity and ethical behaviour. The Ethics & Governance framework is also anchored by clearly defined policies and procedures, covering areas such as Anti-Bribery and Anti-Corruption Policy (ABAC), Policy on Gifts & Entertainment (G&E), Policy on Prevention of Sexual Harassment at Workplace (POSH), Whistle‑Blower Policy (WB), Business Partner Code of Conduct and Supplier Code of Conduct to ensure robust Corporate Governance. The Code of Conduct and all the Company’s policies are accessible on the Company’s website; in the Governance section at the Web-link: https://www.mahindra.com/sites/ default/files/2024-06/Code-of-Conduct-Employees.pdf and on the Rise@Work, the Company’s intranet as well as on the mobile app Me-connect. New joiners are mandatorily required to undertake e-learning modules on the Code, POSH and ABAC. In addition to this, an Annual Compliance Declaration Module is mandated for the employees. In order to achieve regular reinforcement of the Code and policies across the Company; the Ethics program has the
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