MAHINDRA & MAHINDRA LTD. Corporate Governance 171 D. Board Procedure A detailed Agenda, setting out the business to be transacted at the Meeting(s), supported by detailed Notes and Presentation(s) if any, is sent to each Director at least seven days before the date of the Board Meeting(s) and each Committee Meeting(s) except where Meeting(s) have been convened at a shorter notice to transact urgent business. To provide a web-based solution, a soft copy of the said Agenda(s) and Presentation(s) is also uploaded on the Board Portal which acts as a document repository. Video Conferencing facilities are provided to enable Director(s) who are unable to attend the Meeting(s) in person, to participate in the Meeting. To enable the Board to discharge its responsibilities effectively and take informed decisions, the Group CEO and Managing Director apprises the Board at every Meeting of the overall performance of your Company, followed by Presentation(s) by the Executive Director, the Sector President(s) and Group Chief Financial Officer. A detailed functional Report is also presented at the Board Meeting(s). The Board, inter alia, periodically reviews / approves: • Strategy and Business Plans; • Annual Operating and Capital Expenditure Budget(s); • Investment and Exposure Limit(s); • Compliance Report(s) of all laws applicable to your Company, as well as steps taken by your Company to rectify instances of non-compliances; • Performance of Operating Divisions; • Major Legal Issues; • Minutes of the Committees of the Board and of Board Meetings of your Company’s Unlisted Subsidiary Companies; • Significant Transactions and Arrangements entered into by the Unlisted Subsidiary Companies; • Quarterly / Half-Yearly / Annual Financial Results; • Significant Labour Problems and their proposed solutions; • Safety and Risk Management; • Transactions pertaining to Purchase / Disposal of Property(ies); • Sale of Investments; • Major Accounting Provisions and Write-Offs; • Corporate Restructuring, Joint Ventures or Collaboration Agreement(s); • Material Default in Financial Obligations, if any; • Fatal or Serious Accidents; • Any Material Effluent or Pollution Problems; • Transactions that involve Substantial Payment towards Goodwill, Brand Equity or Intellectual Property; • Any issue that involves possible Public or Product Liability Claims of Substantial Nature, including judgement or order which may have passed strictures on the conduct of your Company; and • Quarterly details of Foreign Exchange Exposures and the steps taken by Management to limit the risks of adverse exchange rate movement, statutory updates, etc. The Board sets annual performance objectives, oversees the actions and results of the management, evaluates its own performance, performance of its Committees and Individual Directors on an annual basis and monitors the effectiveness of the Company’s governance practices for enhancing the stakeholders’ value. The Board of Directors of your Company closely monitors the performance of the Company and Management, approves the plans, reviews the strategy and strives to achieve organisational growth. Your Board ensures statutory and ethical conduct and places high importance on the internal financial reporting. Your Company has a well-established framework for the Meetings of the Board and its Committees which seeks to systematise the decision-making process at the Meetings in an informed and efficient manner. Regular inputs and feedback of Board Members are taken and considered while preparing the agenda and related documents for the Board and Committee Meetings. The Board also has access to the Members of the Management and to the Company related information. Apart from Board Members and the Company Secretary, the Board and Committee Meeting(s) are also attended by the Group Chief Financial Officer and wherever required, by the Heads of various Corporate and Business Functions. The Company Secretary plays a key role in ensuring that the Board (including Committees thereof) procedures are followed and regularly reviewed. The Company Secretary is primarily responsible to assist and advise the Board in the conduct of affairs of the Company, to ensure compliance with applicable statutory requirements, to provide guidance to Directors, to facilitate convening of Meetings and acts as interface between the Management and Regulatory Authorities for Governance related matters of the Company.
RkJQdWJsaXNoZXIy NTE5NzY=