MAHINDRA & MAHINDRA LTD. Corporate Governance 163 COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE Your Company has a strong legacy of fair, transparent and ethical governance practices and ensures that its goals are met with integrity, transparency and values. The governance processes and practices embedded into the culture of the Organisation ensures that the interest of all the stakeholders are taken into account in a balanced manner. Your Company also believes that sound Corporate Governance is critical to enhance and retain investor trust. Your Company continues to strengthen its governance principles to generate long term value for its stakeholders on sustainable basis thus ensuring ethical and reasonable leadership both at the Board and at the Management level. During the year, your Company has won “Golden Peacock Global Award” for Excellence in Corporate Governance 2024 (under the Automobile Sector), which has been instituted by the Institute of Directors (“IOD”), India in the year 1991, regarded as a benchmark of Corporate Excellence worldwide. Your Company was recognized alongside global leaders for its commitment to responsible governance which validates your Company’s ‘Best in Class’ Corporate Governance Practices and reflects its transparent and ethical dealings with stakeholders across the entire value chain. Further, your Company continued to feature in the “Leadership” category in the Indian 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”) built around the G20/OECD Principles of Corporate Governance, which is the globally accepted benchmark for Corporate Governance. In 2024, the IiAS revised its scorecard methodology, aligning with the June 2023 update to the G20/OECD Principles of Corporate Governance. A key change in the G20/OECD Principles was the introduction of a Sustainability and Resilience chapter, reflecting the growing importance of sustainability in corporate governance. This revision highlights the need for companies to address climate-related risks, environmental and social responsibilities, and long-term business resilience. A Report on compliance with the Corporate Governance provisions as prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“Listing Regulations”) is given herein below: I. BOARD OF DIRECTORS The composition of the Board of your Company is in conformity with Regulation 17 of the Listing Regulations. The Chairman of your Company, though a Professional Director in his individual capacity, is a Promoter & Non‑Executive Director and the number of Independent Directors is onehalf of the total number of Directors. Dr. Anish Shah, Group CEO and Managing Director and Mr. Rajesh Jejurikar, Executive Director and CEO (Auto and Farm Sector) are the Whole-time Directors of your Company. The remaining Non-Executive Directors comprise of Five Independent Directors (including Three Woman Directors). As mentioned in the previous Annual Report, and during the year, Dr. Vishakha N. Desai (DIN: 05292671) ceased to be an Independent Director of the Company with effect from 1st May, 2024, upon completion of her second term as an Independent Director of the Company. Further, Mr. Vikram Singh Mehta (DIN: 00041197) ceased to be an Independent Director of the Company with effect from 8th August, 2024 upon completion of his second term of five consecutive years from 8th August, 2019 to 7th August, 2024. Mr. Haigreve Khaitan (DIN: 00005290) also ceased to be an Independent Director of the Company with effect from 8th August, 2024 upon completion of his first term of five consecutive years from 8th August, 2019 to 7th August, 2024. Additionally, the following Non-Executive Directors have joined the Board of your Company with effect from 17th May, 2024: 1. Ms. Padmasree Warrior (DIN: 10387032) as an Independent Director of the Company for a term of five consecutive years commencing from 17th May, 2024 to 16th May, 2029 (both days inclusive); 2. Mr. Ranjan Pant (DIN: 00005410) as a Non-Executive and Non-Independent Director of the Company, liable to retire by rotation; and 3. Mr. Sat Pal Bhanoo (DIN: 10482731) as a Non-Executive and Non-Independent Director representing Life Insurance Corporation of India (“LIC”), liable to retire by rotation. CORPORATE GOVERNANCE
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