Mahindra Sustainability Review 2010-2011

One of the reasons behind the rise of Mahindra Group is the robust corporate governance framework which extends across all its subsidiaries, associates and joint ventures across the globe.

The Group is categorised into eleven verticals. M&M Limited the flagship company directly runs two businesses: Automotive Division and Farm Division; and is the chief shareholder in all the other entities.

As required by law, companies in the Group have their own independent Board of Directors, governance structure and policies which are in line with those of M&M Limited. If they do not have their own specifically defined policies, then they are expected to follow the Mahindra policies.

click on each for details

The Board of Directors of M&M Limited is the apex governing body and is headed by Non-Executive Chairman, Mr. Keshub Mahindra. The Board reviews and approves strategy and oversees management results to ensure that the long term objective of enhancing stakeholder value is met.

The Vice Chairman & Managing Director and one Executive Director are whole-time Directors. The Chairman and the Vice Chairman & Managing Director, though professionals in their individual capacity, belong to the Company's Promoter Group.
The remaining Non-executive Directors are Independent Directors who bring to the table years of experience and expertise in their respective fields varying from general corporate management, to finance, banking, insurance and allied fields. This expertise is especially valuable for an organisation like Mahindra which has presence in a wide spectrum of sectors.

Directors are appointed and reappointed with the approval of the shareholders.

As per the Articles of Association of the companies, one-third of the total number of directors, subject to a minimum of two directors, has to retire by rotation. These retiring directors are allowed to offer their candidature for re-appointment. This provides the shareholders an opportunity to vote against the candidature of a retiring Director if they are of the view that the incumbent has not added value to the working of the board.

Keshub Mahindra

Chairman (Non-Executive, Non-Independent Director)

Anand G. Mahindra

Vice-Chairman & Managing Director

Arun Dasgupta

Ashok Ganguly

Nadir Godrej

Ravindra Kulkarni

M.M. Murugappan

Arun K. Nanda

Deepak Parekh

Anupam Puri

Narayanan Vaghul

Bharat Doshi

The Committees of the Board are constituted to ensure operational independence,
timely direction and supervision, which are essential for day-to-day functioning of the organisation. Currently, the Board has the following Committees:

	Audit Committee
	Remuneration / Compensation Committee
	Share Transfer & Shareholders / Investors Grievance Committee
	Research & Development Committee (a voluntary initiative of the Company)
	Strategic Investment Committee (a voluntary initiative of the Company)
	Loans & Investment Committee (a voluntary initiative of the Company)

The Group Executive Board (GEB) comprises the Vice Chairman & Managing Director, President of the business Sectors as well as heads of certain key corporate functions. The Board provides strategic direction and enterprise leadership, facilitates synergistic and symbiotic relationships, and creates a shared vision and value-system, across the various business units and companies that make up the Mahindra Group.

The Group Executive Board displays the breadth and depth of our talented human capital. Made up of people from all segments of industry, the GEB explores synergies between all our businesses to unite our goals and forge strategic plans. Working together, we create value while staying true to our common purpose and values.


	Anand G. Mahindra	Vice Chairman & Managing Director
	Bharat N. Doshi	Executive Director & Group CFO
	Rajeev Dubey	President - Group HR & Aftermarket Sector
	Pawan Goenka	President - Automotive and Farm Division
	Hemant Luthra	President - Systech Sector
	Anoop Mathur	President - Two Wheeler Sector
	Uday Phadke	President - Finance, Legal & Financial Services Sector
	Ulhas N. Yargop	President - Information Technology Sector & CTO
	Anita Arjundas	CEO - Real Estate Sector and Managing Director, Mahindra Lifespace Developers Limited
	Zhooben Bhiwandiwala	Executive Vice-President & Managing Partner - Mahindra Partners
	C.P. Gurnani	CEO, Mahindra Satyam
	Ramesh Iyer	Managing Director - Mahindra & Mahindra Financial Services Limited
	Rajesh Jejurikar	Chief Executive - Automotive Division
	Harsh Kumar	Managing Director - Mahindra Intertrade Limited
	Romesh Kau	Global CEO- Gears Business, Systech Sector
	Bishwambhar Mishra	Chief Executive- Farm Division
	Ruzbeh Irani	Executive Vice President - Corporate Strategy & Chief Brand Officer, Mahindra Group
	V.S. Parthasarathy	Group CIO, Executive Vice President - Finance, M&A
	Rajiv Sawhney	CEO, Mahindra Holidays & Resorts India Limited
	Pravin Shah	Chief Executive - International Operations, Automotive & Farm Sectors
	Rajan Wadhera	Chief Executive -Technology, Product Development and Sourcing, Automotive & Farm Sectors
	Shriprakash Shukla	President - Special Group Projects

Apart from mandatory committees of the Board, other committees and councils have been formed to assist the GEB whenever deemed necessary for special focus and attention to critical issues. They currently include the following:

	Sustainability Council
	CSR (Corporate Social Responsibility) Council
	Apex Talent Council (supported by the Sector Talent Councils and Functional Talent Councils)
	Corporate Risk Committee
	Complaints Committee on Sexual Harassment
	Information Security Apex Committee
	Corporate Governance Cell
	Alternate Fuel Committee
	Central Safety Council

Additionally, wherever necessary, dedicated departments are set-up to handle specific issues. For example, a corporate sustainability cell coordinates activities across Group companies and maintains participation in related programmes such as the UN Global Compact and the Carbon Disclosure Project. A corporate social responsibility team manages all social and philanthropic activities throughout the Group and oversees the Employee Social Options (Esops) Programme.

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The parent company continues to have a 'Corporate Centre' which creates broad frameworks and guidelines to ensure that all Group companies operate in a synergistic manner. The Corporate Centre has numerous departments including Corporate HR, the Office of Strategy Management, Corporate IT, Corporate Communications, Corporate Sustainability Cell, Corporate Legal, Corporate Finance, Corporate Affairs, Internal Audit and Corporate CSR.