| ONE OF THE KEY FUNCTIONS OF THE BOARD IS TO MONITOR AND REVIEW THE BOARD EVALUATION FRAMEWORK. THE NOMINATION AND REMUNERATION COMMITTEE IN CONSULTATION WITH THE BOARD, LAID DOWN THE EVALUATION CRITERIA FOR THE PERFORMANCE OF THE CHAIRPERSON, BOARD, COMMITTEES OF THE BOARD, AND EXECUTIVE/ NON-EXECUTIVE/ INDEPENDENT DIRECTORS THROUGH PEER EVALUATION, EXCLUDING THE DIRECTOR BEING EVALUATED, WHICH INCLUDES THE FOLLOWING: THE BOARD: COMPOSITION, QUALITY & CULTURE, AGENDA, DYNAMICS, STRATEGY, BUSINESS PERFORMANCE, SUCCESSION PLANNING, RISK MANAGEMENT, BOARD AND MANAGEMENT RELATIONS, CONTINUOUS IMPROVEMENT, AMONG OTHERS. THE COMMITTEES: COMPOSITION, PROCESS & DYNAMICS, EFFECTIVENESS, STRUCTURE, MEETINGS, INDEPENDENCE OF THE COMMITTEE, CONTRIBUTION TO DECISION MAKING OF THE BOARD, AMONG OTHERS. INDIVIDUAL DIRECTORS (INCLUDING CHAIRPERSON, MANAGING DIRECTOR, INDEPENDENT DIRECTORS AND NON-INDEPENDENT DIRECTORS): QUALIFICATION & EXPERIENCE, LEADERSHIP, GOVERNANCE, COMMITMENT, CONTRIBUTION, EXPERTISE, INDEPENDENCE, INTEGRITY, ATTENDANCE, RESPONSIBILITY, AMONG OTHERS. FOR THE FINANCIAL YEAR 2024-25, THE BOARD HAD ENGAGED EGON ZEHNDER, A LEADERSHIP ADVISORY FIRM ON BOARD MATTERS, TO CONDUCT BOARD EVALUATION EXERCISE. THE EVALUATION PROCESS FOCUSED ON BOARD DYNAMICS AND OTHER ASPECTS TOWARDS BOARD EFFECTIVENESS. THE PROCESS INVOLVED THE EVALUATION OF ALL THE DIRECTORS INCLUDING THE CHAIRPERSON, THE MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER, BOARD COMMITTEES AND THE BOARD AS A WHOLE. THIS EXERCISE WAS BASED ON THE CRITERIA AND FRAMEWORK APPROVED BY THE NOMINATION AND REMUNERATION COMMITTEE. THE PERFORMANCE EVALUATION REPORT WAS ALSO DISCUSSED BY THE INDEPENDENT DIRECTORS AND BOARD / COMMITTEES. IN ORDER TO FURTHER UPHOLD THE EFFECTIVENESS OF THE BOARD’S GOVERNANCE, AN OVERVIEW OF THE SUGGESTIONS AS DRAWN FROM THE EVALUATION EXERCISE WAS DELIBERATED AND RECOMMENDED FOR IMPLEMENTATION IN DUE COURSE OF TIME. THE OUTCOME OF THE PERFORMANCE EVALUATION PROCESS FOR FY 2024-25 AND THE ACTIONS THEREON ARE SUMMARISED BELOW: THE BIOCON BOARD HAS EXHIBITED A STRONG SENSE OF FIDUCIARY AND GOVERNANCE RESPONSIBILITY AND HAS HELPED THE COMPANY NAVIGATE FINANCIAL AND PERFORMANCE SEASONALITY. OVERALL, BOARD MEMBERS ARE POSITIVE ABOUT BOARD FUNCTIONING, WITH PROGRESSIVE CHANGES IMPLEMENTED SINCE THE LAST EXTERNAL REVIEW OF THE BOARD. TRUST AND MUTUAL RESPECT ARE EVIDENT BETWEEN BOARD MEMBERS AND BETWEEN BOARD AND MANAGEMENT. THE CHAIR LEADS WITH INFORMED VIEWS AND OPENNESS TO DIVERSE PERSPECTIVES. THE BOARD’S BALANCED AND DIVERSE COMPOSITION CONTINUES TO OFFER VALUABLE GUIDANCE, AND ITS COMMITTEES REMAIN EFFECTIVE IN TERMS OF ITS COMPOSITION, FUNCTIONING AND CONTRIBUTIONS. KEY RECOMMENDATIONS OUT OF THE EVALUATION EXERCISE INCLUDES INTER ALIA FOSTERING CROSS-LEARNING ACROSS GROUP COMPANIES; INCREASING ENGAGEMENT WITH THE EXECUTIVE LEADERSHIP TEAM; INCORPORATING INSIGHTS ON INDUSTRY TRENDS AND INVITING EXTERNAL EXPERTS WHICH WOULD PROVE VALUABLE FOR THE BOARD’S UNDERSTANDING OF WHERE OTHER LEGACY GENERICS BUSINESSES ARE FOCUSING, THE GLOBAL LANDSCAPE AND COMPETITIVE SCENARIO; INTRODUCING POST-MEETING FEEDBACK BY THE CHAIR; DEEPER DISCUSSION ON TALENT MANAGEMENT AND C-SUITE SUCCESSION PLANNING. IN RESPONSE TO THE SUGGESTIONS IN THE PREVIOUS BOARD EVALUATION PROCESS: PERIODIC REVIEW OF SUCCESSION PLANNING IS CARRIED OUT, STRATEGIC PLAN AND SUCCESSION PLANNING ASPECTS ARE DISCUSSED IN MEETINGS, SESSIONS ON REGULATORY UPDATES BY EXPERTS ARE ARRANGED. THE BOARD RECOGNIZED THE PROGRESSIVE CHANGES IMPLEMENTED W.R.T. KEY RECOMMENDATIONS FROM THE PREVIOUS YEAR’S EVALUATION. |