STATUTORY REPORTS | Corporate Governance Report 217 B. Governance, Nomination and Remuneration Committee (‘GNRC’) Committee Composition This Committee comprises of the following Directors viz. Ms. Shikha Sharma (Chairperson of the Committee), Ms. Nisaba Godrej, Mr. Muthiah Murugappan and Ms. Samina Hamied. All the Members of the Committee are Independent Directors. The Chairman of your Company, Group CEO and Managing Director and Group Chief Human Resources Officer, are permanent invitees to the Committee. The Company Secretary is the Secretary to the Committee. During the year under review, the Board at its Meeting held on 6th October 2025, re-constituted the Committee owing to the unfortunate and untimely demise of Mr. T. N. Manoharan, the erstwhile Chairman of the Committee, on 30th July 2025. Accordingly, Ms. Shikha Sharma was appointed as the Chairperson and Mr. Muthiah Murugappan was inducted as a Member of the Committee with effect from 7th October 2025. Further, the Board at its Meeting held on 11th February 2026 inducted Ms. Samina Hamied as a Member of the Committee with effect from 11th February 2026. Key Terms of Reference 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 terms of reference of this Committee are aligned with the Act and SEBI LODR Regulations. Further, the Committee also functions as Compensation Committee as mandated under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and responsible for formulation, administration and supervision of schemes. The Committee administers the Company’s Employee Stock Option Schemes formulated from time to time and takes appropriate decisions in terms of the concerned Scheme(s). 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. The said policy is uploaded on the Company’s website and can be accessed at: 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. Performance Evaluation indicators for Independent Directors include contributing to and monitoring Corporate Governance Practices, introduce International Best Practices to address Business Challenges and Risks and Participation in Long Term Strategic Planning.
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