MAHINDRA & MAHINDRA LTD. Corporate Governance 189 The Committee met five times during the year under review on 15th May, 2024, 30th July, 2024, 6th November, 2024, 6th February, 2025, and 31st March, 2025. The attendance at the Meetings was as under: Name of the Members Committee Meeting Dates and Mode Held during the Year/Tenure Attended % of attendance of a Member 1 2 3 4 5 15th May, 2024 30th July, 2024 6th November, 2024 6th February, 2025 31st March, 2025 Hybrid Hybrid Physical Hybrid VC Mr. T. N. Manoharan (Chairman)# 3 3 100% Mr. Vikram Singh Mehta* 2 2 100% Mr. Haigreve Khaitan** 2 2 100% Ms. Shikha Sharma 5 5 100% Ms. Nisaba Godrej 5 5 100% % of attendance at a Meeting 100% 100% 100% 100% 100% Governance, Nomination and Remuneration Committee Attendance Attended through Video Conference Leave of Absence Attended in-person N.A. N.A. N.A. # Appointed as Chairman w.e.f. 8th August 2024. * Ceased to be a Director and Chairman w.e.f. 8th August, 2024. ** Ceased to be a Director and Member w.e.f. 8th August, 2024. N.A. N.A. N.A. N.A. N.A. Governance, Nomination and Remuneration Committee Report for the year ended 31st March, 2025: Activities of the Committee during the year Frequency Finalisation of the process of evaluation, amending the evaluation questionnaires and carrying out evaluation of the performance of the Board, its Committees, Directors, Chairman, Group CEO and Managing Director and Executive Director and CEO (Auto and Farm Sector) of the Company and mapping of chart / matrix of core skill/ expertise/ competencies of the Board A Recommended to the Board amendment to the Policy on Appointment of Directors and Senior Management and Succession Planning for Orderly Succession to the Board and the Senior Management, Code of Conduct for employees and Policy on Gifts and Entertainment E Update on Retention Data of employees in certain categories to whom Stock Options have been granted E Grant of Stock Options to the Eligible Employees under the Mahindra & Mahindra Limited Employees Stock Option Scheme – 2010 and cancellation of Stock Options A / E Recommended to the Board revision in Remuneration to be paid to Senior Management A / E Approved revision in Remuneration to be paid to Wholetime Directors and their Performance Pay for FY24 A Recommended to the Board the appointment of Mr. T. N. Manoharan, as the new Lead Independent Director in place of Mr. Vikram Singh Mehta with effect from 8th August, 2024 E Recommended to the Board revision in remuneration of Mr. Anand G. Mahindra, Non-Executive Chairman of the Company with effect from 1st April, 2024 and approval under Regulation 17(6)(ca) of Listing Regulations for onward recommendation to the Shareholders A / E Recommended to the Board for onward recommendation to the Shareholders, the appointment of: i. Ms. Padmasree Warrior (DIN: 10387032) as Non-Executive Independent Director for a term of 5 (five) consecutive years commencing from 17th May, 2024 to 16th May, 2029 (both days inclusive); ii. Mr. Ranjan Pant (DIN: 00005410) as Non-Executive Non-Independent Director of the Company with effect from 17th May, 2024; iii. Mr. Sat Pal Bhanoo (DIN: 10482731) as Non-Executive Non-Independent Director of the Company representing Life Insurance Corporation of India with effect from 17th May, 2024 E Recommended to the Board for onward recommendation to the Shareholders, the re-appointment of Mr. Haigreve Khaitan (DIN – 00005290) and Ms. Shikha Sharma (DIN – 00043265) as Independent Director of the Company for a second term of 5 (five) consecutive years commencing from 8th August, 2024 to 7th August, 2029 E
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