IN ACCORDANCE WITH THE PROVISIONS OF THE ACT AND THE LISTING REGULATIONS, THE BOARD HAD CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, PERFORMANCE OF THE BOARD COMMITTEES AS WELL AS THE INDIVIDUAL DIRECTORS. BOARD EVALUATION CRITERIA AND PROCESS IN COMPLIANCE WITH THE STATUTORY REQUIREMENT THE PERFORMANCE EVALUATION IS UNDERTAKEN EVERY YEAR. AS A PROCESS, THE COMPANY ENGAGES AN INDEPENDENT EXTERNAL AGENCY ONCE EVERY FOUR YEARS TO CONDUCT A DETAILED PERFORMANCE EVALUATION EXERCISE. THE LAST SUCH EXERCISE WAS UNDERTAKEN IN FY 2020-21. THE PERFORMANCE EVALUATION FOR FY 2022-23 WAS UNDERTAKEN INTERNALLY. IN ORDER TO ENSURE CONFIDENTIALITY AN INDEPENDENT AGENCY WAS APPOINTED TO CONDUCT THE EVALUATION THROUGH AN ONLINE TOOL. THE NRC APPROVED THE EVALUATION CRITERIA IN THE FORM OF A QUESTIONNAIRE. THE BOARD, BOARD COMMITTEES, AND INDIVIDUAL DIRECTORS WERE EVALUATED BASED ON THE APPROVED CRITERIA. THE CHAIRMAN, THE EXECUTIVE VICE-CHAIRPERSON, AND THE MANAGING DIRECTOR WERE EVALUATED ON ADDITIONAL CRITERIA. THE KEY PERFORMANCE EVALUATION CRITERIA WERE AS FOLLOWS: BOARD – STRUCTURE, COMPOSITION AND QUALITY, BOARD MEETINGS SCHEDULE, AGENDA AND COLLATERAL, BOARD MEETING PRACTICES, OVERALL BOARD EFFECTIVENESS BOARD COMMITTEES - COMPOSITION AND DIVERSITY, LEADERSHIP OF THE CHAIR, MEETINGS FREQUENCY AND DURATION, CLEAR DELEGATION OF RESPONSIBILITIES AND DECISIONS, CONTRIBUTION TO THE BOARD, ANNUAL ASSESSMENT OF COMMITTEES PERFORMANCE ETC. INDIVIDUAL DIRECTORS – TIME DEVOTION, PARTICIPATION AND CONTRIBUTION, ATTENDANCE, ENGAGEMENT WITH FELLOW BOARD MEMBERS, KMPS AND SENIOR MANAGEMENT, ETC INDEPENDENT DIRECTORS – INDEPENDENCE FROM THE COMPANY, INDEPENDENT DECISION-MAKING, CONTRIBUTING STRONGLY AND OBJECTIVELY TO THE BOARD DELIBERATIONS BASED ON THEIR EXTERNAL EXPERTISE, ETC. CHAIRMAN – EFFECTIVE LEADERSHIP, MODERATORSHIP AND CONDUCT OF IMPARTIAL DISCUSSIONS, SEEKING PARTICIPATION FROM BOARD MEMBERS AND PROMOTING A POSITIVE IMAGE OF THE COMPANY. EXECUTIVE VICE-CHAIRPERSON – EFFECTIVE MANAGEMENT AND COMMUNICATION WITH THE SHAREHOLDERS, BOARD, MANAGEMENT, EMPLOYEES AND OTHER EXTERNAL STAKEHOLDERS; EFFECTIVENESS IN LEADING THE BOARD IN DEVELOPING AND DELIVERING THE COMPANY'S STRATEGY AND BUSINESS PLANS; EASE OF RAISING ISSUES BY THE BOARD MEMBERS BY PROMOTING CONSTRUCTIVE DEBATE AND EFFECTIVE DECISION MAKING AT THE BOARD MEETINGS. MD & GCEO – MD & GCEO WAS ADDITIONALLY EVALUATED AGAINST THE KEY PERFORMANCE INDICATORS APPROVED AT THE BEGINNING OF THE FINANCIAL YEAR, WHICH, INTER ALIA, INCLUDED ANNUAL, LONG-TERM, SHORTTERM, AS WELL AS FINANCIAL AND NON-FINANCIAL PARAMETERS. THE FINANCIAL PARAMETERS INCLUDED TARGETS ON REVENUE, EBITDA, ROCE, COPE TARGET, ETC. WHILE THE NON-FINANCIAL PARAMETERS COVERED INNOVATION AND NEW BUSINESS BUILDING, NEW MARKET DEVELOPMENT AND FUTURE GROWTH ENGINES, ORGANISATION AND LEADERSHIP DEVELOPMENT, COMPLIANCE AND ESG, ETC. THE BOARD AND THE NRC PERIODICALLY REVIEWED THE PERFORMANCE OF THE MD & GCEO AGAINST THE APPROVED SCORECARD. |