MAHINDRA & MAHINDRA LTD. Corporate Governance 179 Name of Directors Skills Business Experience Global business/ broad international exposure/emerging markets experience Financial Experience and Risk Oversight Technology and Innovation Governance and Regulatory Oversight Sales and Marketing Exposure Ms. Shikha Sharma √ √ √ √ √ √ Ms. Nisaba Godrej √ √ √ √ √ √ Mr. Muthiah Murugappan √ √ √ √ √ √ Ms. Padmasree Warrior* √ √ √ √ √ √ Mr. Ranjan Pant* √ √ √ √ √ √ Mr. Sat Pal Bhanoo* √ — — — — √ * Appointed with effect from 17th May, 2024. (i) Provide leadership to the Independent Directors and liaise between the Chairperson of the Board and Independent Directors without inhibiting direct communication between them; (ii) Ensure Board effectiveness to maintain high-quality governance of the Company and the effective functioning of the Board; (iii) Convene exclusive Meeting(s) of Independent Directors, set agenda, preside over the meetings of the Independent Directors and provide feedback to the Chairperson / Board of Directors after such Meetings; (iv) Preside over Meetings of the Board at which the Chairperson is not present; (v) Identify critical issues for the Board to deal with and assist the Board in achieving consensus on important issues; (vi) Communicate to the Chairman and Management, as appropriate, any decisions reached, suggestions, views or concerns expressed by Independent Directors at their Meetings or outside of the Board Meetings; (vii) Play the role of a facilitator outside the Boardroom, especially, on contentious issues; (viii) Provide candid feedback to Group CEO and Managing Director and Group CFO post Meeting of Independent Directors; and (ix) Take the lead role, along with Chairman in assessing the performance evaluation of the Board and that of Individual Director. N. Resignation of Independent Director(s) During the year under review, none of the Independent Directors of the Company had resigned before the expiry of their respective tenure(s). Further, during the year, Dr. Vishakha Desai, Mr. Vikram Singh Mehta and Mr. Haigreve Khaitan have ceased to be the Independent Directors of your Company, as follows: • Dr. Vishakha Desai has completed her second term as an Independent Director of the Company on 30th April, 2024; • Mr. Vikram Singh Mehta has completed his second term as an Independent Director of the Company on 7th August, 2024; and • Mr. Haigreve Khaitan 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. O. Lead Independent Director Mr. T. N. Manoharan, Independent Director and Chairman of Audit Committee, Governance, Nomination and Remuneration Committee and Risk Management Committee has been appointed as the Lead Independent Director with effect from 8th August, 2024 in place of Mr. Vikram Singh Mehta, pursuant to cessation of Mr. Mehta as Independent Director of the Company with effect from 8th August, 2024. Similar to Mr. Mehta, Mr. Manoharan has also been entrusted, inter alia, with the following roles and responsibilities as a Lead Independent Director:
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