MAHINDRA & MAHINDRA LTD. Corporate Governance 195 The Committee met 3 times during the year under review on 26th April, 2024, 30th July, 2024 and 6th February, 2025. The attendance at the Meetings was as under: Attended through Video Conference Leave of Absence Attended in-person Name of the Members Committee Meeting Dates and Mode Meetings held during the Year/ Tenure Attended % of attendance of a Member 1 2 3 26th April, 2024 30th July, 2024 6th February, 2025 VC Physical Physical Mr. T.N. Manoharan (Chairman) 3 3 100% Mr. Vikram Singh Mehta* 2 2 100% Dr. Anish Shah 3 3 100% Mr. Rajesh Jejurikar 3 3 100% Ms. Shikha Sharma 3 3 100% Mr. Haigreve Khaitan* 2 2 100% Mr. Ranjan Pant** 1 1 100% % of attendance at a Meeting 100% 100% 100% N.A. N.A. N.A. N.A. * Ceased to be a Director and Member w.e.f. 8th August, 2024. ** Appointed as a Member w.e.f. 8th August, 2024. Risk Management Committee Attendance Risk Management Committee Report for the year ended 31st March, 2025: Activities of the Committee during the year Frequency Reviewed the Risk Certificate covering risk management measures and controls and made recommendation to the Audit Committee and the Board P Reviewed the Risk Management Report, potential Risks for the upcoming Financial Year, Risk Mitigation Measures as prescribed under the Risk Management Policy alongwith Extreme Risks their impact, likelihood and exposure, Risk Scorecard, Cyber Security Risks, Reputation Risk, Governance & Controllership, etc. and presented the same to the Audit Committee and the Board P Considered and approved the change in the Chief Risk Officer of the Company E Frequency P Periodically E Event Based F. Strategic Investment Committee (A voluntary initiative of your Company) The Strategic Investment Committee is a voluntary Committee of your Company and Mr. Anand G. Mahindra is the Chairman of the Committee. Mr. T. N. Manoharan, Ms. Shikha Sharma, Mr. Ranjan Pant, Ms. Padmasree Warrior and Mr. Sat Pal Bhanoo are other Members of the Committee. Apart from the Committee Members, the Committee Meetings are also invariably attended by the other Directors as Invitees. During the year, the Board at its Meeting held on 16th May, 2024 inducted Ms. Padmasree Warrior, Mr. Ranjan Pant and Mr. Sat Pal Bhanoo as Members of the Committee with effect from 17th May, 2024. Further, Mr. Vikram Singh Mehta ceased to be the Member of the Committee with effect from 8th August, 2024 upon completion of his tenure as an Independent Director of the Company on 7th August, 2024. Key Terms of Reference of the Committee: This Committee is constituted by the Board with powers, inter alia, to evaluate, scrutinize and consider all proposals for funding including but not limited to making Investment in, providing Loan to, providing Guarantee for any Subsidiary, Associate, Joint Venture, Trust, Entity, any other company or Body Corporate, business acquisitions where Cumulative exposure in such entity is above the specified threshold and make appropriate recommendations to the Board, operation reviews for such Subsidiary, Associate, Joint Venture, Trust, Entity, any other company or Body Corporate, evaluate, scrutinise and approve disinvestments (total or partial) / exit from such Subsidiary, Associate, Joint Venture, Trust, Entity, any other company or Body Corporate, approve Merger or De-Merger or Arrangement within Group companies as specified, approve entry into new industries (greenfield, acquisition of majority stake or path to majority), etc.
RkJQdWJsaXNoZXIy NTE5NzY=