THE ANNUAL EVALUATION PROCESS OF THE BOARD, ITS COMMITTEES, CHAIRMAN AND INDIVIDUAL DIRECTORS FOR FY2025 WAS CONDUCTED AS PER PROVISIONS OF THE ACT AND THE LISTING REGULATIONS, 2015. WITH A VIEW TO MAINTAIN HIGH LEVEL OF CONFIDENTIALITY AND EASE OF DOING EVALUATION, THE EXERCISE WAS CARRIED OUT ONLINE USING SECURED WEB-BASED APPLICATION. EACH BOARD MEMBER FILLED UP THE ONLINE EVALUATION TEMPLATE ON THE FUNCTIONING AND OVERALL LEVEL OF ENGAGEMENT OF THE BOARD AND ITS COMMITTEES, ON PARAMETERS SUCH AS COMPOSITION, EXECUTION OF SPECIFIC DUTIES, QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION, DELIBERATIONS AT THE MEETING, INDEPENDENCE OF JUDGMENT, DECISION-MAKING, MANAGEMENT ACTIONS, ETC. THE EVALUATION TEMPLATES WERE DESIGNED CONSIDERING THE GUIDELINES ISSUED UNDER THE LISTING REGULATIONS, 2015 AND THE SECRETARIAL STANDARDS AND TAKING INTO CONSIDERATION THE SUGGESTIONS GIVEN BY THE DIRECTORS.THE INDEPENDENT DIRECTORS MET ON 18 MARCH 2025 TO REVIEW THE PERFORMANCE EVALUATION OF NONINDEPENDENT DIRECTORS AND THE ENTIRE BOARD OF DIRECTORS, INCLUDING THE CHAIRMAN, WHILE CONSIDERING THE VIEWS OF THE EXECUTIVE AND NON-EXECUTIVE DIRECTORS. THE INDEPENDENT DIRECTORS WERE HIGHLY SATISFIED WITH THE OVERALL FUNCTIONING OF THE BOARD AND ITS VARIOUS COMMITTEES, WHICH DISPLAYED A HIGH LEVEL OF COMMITMENT AND ENGAGEMENT. THEY ALSO APPRECIATED THE EXEMPLARY LEADERSHIP OF THE CHAIRMAN OF THE BOARD AND ITS COMMITTEES IN UPHOLDING AND FOLLOWING THE HIGHEST VALUES AND STANDARDS OF CORPORATE GOVERNANCE. POST THE REVIEW BY THE INDEPENDENT DIRECTORS, THE RESULTS WERE SHARED WITH THE ENTIRE BOARD AND ITS RESPECTIVE COMMITTEES. THE BOARD EXPRESSED ITS SATISFACTION WITH THE EVALUATION RESULTS, WHICH REFLECTS VERY HIGH DEGREE OF ENGAGEMENT OF THE BOARD AND ITS COMMITTEES WITH THE MANAGEMENT. BASED ON THE REPORT OF PERFORMANCE EVALUATION, THE BOARD AND NOMINATION AND REMUNERATION COMMITTEE DETERMINED, AS REQUIRED UNDER LAW THAT THE TERM OF INDEPENDENT DIRECTORS MAY CONTINUE. THE CRITERIA FOR EVALUATION OF INDEPENDENT DIRECTORS, INTER ALIA, INCLUDES ATTENDANCE AND PARTICIPATION, OPENNESS TO IDEAS, PERSPECTIVES AND OPINIONS, DEMONSTRATING HIGHEST LEVEL OF INTEGRITY, INDEPENDENT VIEWS AND JUDGMENT, ETC. |