MAHINDRA & MAHINDRA LTD. Corporate Governance 177 The Code of Conduct for the Board Members of the Company also includes Code for Independent Directors which is a guide to professional conduct for Independent Directors, pursuant to section 149(8) and Schedule IV of the Act. I. Codes of Conduct for Suppliers The Company has also developed “Supplier Code of Conduct” to guide its Suppliers as to how to engage in ethical, responsible and legal business practices in their operations around the world. This Code is applicable to all ‘Suppliers’ i.e. domestic and international. Suppliers include suppliers, service providers, vendors, traders, agents, consultants, contractors, joint venture partners, third parties including their employees, agents and other representatives, who have a business relationship with and provide, sell, seek to sell, any kind of goods or services to the Company. The Code emphasises on the Suppliers of the Company to conduct their business activities and deal on behalf of their company with professionalism, honesty and integrity, as well as with high moral and ethical standards. Such conduct shall be fair and transparent and perceived to be as such by third parties. J. CEO/CFO Certification The Group CEO and Managing Director and Group Chief Financial Officer of the Company have jointly provided an annual certification on financial reporting and internal controls to the Board and Audit Committee in terms of Regulation 17(8) of the Listing Regulations and quarterly certification on financial results while placing the financial results before the Board and Audit Committee in terms of Regulation 33(2) of the Listing Regulations. K. I nduction and Familiarisation Programme for Independent Directors A newly appointed Independent Director is provided with an appointment letter along with their roles, duties & responsibilities and the Company’s Code of Conduct for Directors, etc. as may be applicable to them. Each newly appointed Independent Director is taken through an induction and familiarisation programme including the presentation and interactive session with the Group CEO and Managing Director, Executive Director, other Functional Heads on the Company’s manufacturing, marketing and other important aspects. The Company Secretary briefs the Director about their legal & regulatory responsibilities as a Director. The programme also includes visit to the plant(s) to familiarise them with all facets of manufacturing. Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various familiarisation programmes for its Directors including periodic review of Investments of the Company at Strategic Investment Committee Meetings, Regulatory updates, Industry Outlook, Business Strategy at the Board Meetings and changes with respect to Listing Regulations, Framework for Related Party Transactions, etc. at the Audit Committee Meetings, various Business Entity Risks, etc. at the Risk Management Committee Meetings, Product Launches and Showcase of New Vehicles, Session on Geopolitics, etc. The details as required under Regulations 46 and 62(1A) of the Listing Regulations are available on the website of your Company at the Web-link: https://www. mahindra.com/sites/default/files/2025-04/FamiliarisationProgrammes-conducted-in-FY-2025-for-Independent-NonExecutive-Directors-Website.pdf. L. Board Confirmation regarding Independence of the Independent Directors All the Independent Directors of the Company have given declarations / disclosures under section 149(7) of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfil the independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Further, the Board after taking these declarations / disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management. M. Matrix setting out the core skills/ expertise/competence of the Board of Directors A chart / matrix setting out the core skills / expertise / competencies identified by the Board of Directors in the context of the Company’s businesses and sectors as required for it to function effectively and those actually available with the Board alongwith the names of Directors who have such skills / expertise / competence, is given below:
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