Integrated Annual Report 2024-25 188 B. Governance, Nomination and Remuneration Committee All Committee Members are Independent Directors including the Chairman. The Members are Mr. T. N. Manoharan (Chairman of the Committee), Ms. Shikha Sharma and Ms. Nisaba Godrej. Mr. Anand G. Mahindra, Chairman, Dr. Anish Shah, Group CEO & Managing Director and Mr. Ruzbeh Irani, President - Group HR are permanent invitees to the Committee. During the year under review, the Board at its Meeting held on 16th May, 2024, re-constituted the Committee with effect from 8th August, 2024 and inducted Mr. T. N. Manoharan as a Member and Chairman in place of Mr. Vikram Singh Mehta upon completion of his tenure as an Independent Director on 7th August, 2024. Further, Mr. Haigreve Khaitan ceased to be an Independent Director and thereby Member of the Committee with effect from 8th August, 2024. Key Terms of Reference of the Committee: The Committee has been vested with the authority to, inter alia, recommend nominations for Board Membership, develop and recommend Policies with respect to composition of the Board commensurate with the size, nature of the business and operations of the Company, establish criteria for selection to the Board with respect to the competencies, qualifications, experience, track record, integrity, establish Director retirement policies and appropriate succession plans and determine overall compensation policies of the Company. The Committee also administers the Company’s Employee Stock Option Schemes formulated from time to time including “Mahindra & Mahindra Limited Employees Stock Option Scheme – 2010” and takes appropriate decisions in terms of the concerned Scheme(s). The terms of reference of this Committee are aligned with the Listing Regulations and the Act. The scope of the Committee, inter alia, includes review of market practices and deciding on remuneration packages applicable to the Chairman, Managing Director, the Executive Director(s), Presidents and other Members of Senior Management as may be decided from time to time (including the Chief Financial Officer and Company Secretary). In addition to the above, the Committee’s role includes identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of every Director’s performance. The Committee has also formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board a Policy relating to the remuneration for the Directors, Key Managerial Personnel and other Employees. This policy has also been posted on the website of the Company and can be accessed in the Governance section at the Web-link: https://www.mahindra. com/investor-relations/policies-and-documents. The Committee has undertaken a structured and comprehensive succession planning program over a period of time and has carried out a rigorous review for an orderly Succession to the Board and the Senior Management. The Committee carries out a separate exercise to evaluate the performance of Individual Directors. Feedback is sought by way of structured questionnaires covering various aspects of the Board’s functioning such as adequacy of time spent on strategic issues, effectiveness of Governance practices, setting corporate culture and values, execution and performance of specific duties, obligations and governance. The performance evaluation is carried out based on the responses received from the Directors. The performance evaluation of Independent Directors was based on various criteria, inter alia, including attendance at Board and Committee Meetings, skill, experience, ability to challenge views of others in a constructive manner, knowledge acquired with regard to the Company’s business, understanding of industry and global trends, ability to maintain independence, etc. During the year under review, the Committee ascertained and reconfirmed that the deployment of “questionnaire” as a methodology is effective for evaluation of performance of Board and Committees and Individual Directors. Where the services rendered by a director are in professional capacity, the Committee is also empowered to opine whether such Director possesses requisite qualification for the practice of the profession. As per section 178(7) of the Act and Secretarial Standard on General Meetings, the Chairman of the Committee or in his absence, any other Member of the Committee authorised by him in this behalf shall attend the General Meetings of the Company. The former Chairman of the Committee, Mr. Vikram Singh Mehta was virtually present at the 78th AGM of the Company held through Video Conferencing facility on 31st July, 2024. Composition and Attendance (in brief): 100% 3 5 100% Independence Members Meetings Attendance
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