| IN LINE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS, 2015, AS AMENDED FROM TIME TO TIME, A FORMAL ANNUAL EVALUATION PROCESS FOR ASSESSING THE PERFORMANCE OF THE BOARD, BOARD LEVEL COMMITTEES, PART-TIME CHAIRMAN, NON-INDEPENDENT AND INDEPENDENT DIRECTORS IS CONDUCTED THROUGH A STRUCTURED QUESTIONNAIRE COVERING VARIOUS ASPECTS OF BOARD GOVERNANCE, COMPOSITION, COMPETENCIES, GUIDANCE ETC., AS APPROVED BY THE NOMINATION AND REMUNERATION COMMITTEE OF THE BOARD. THE NOMINATION AND REMUNERATION COMMITTEE REVIEWS THE PERFORMANCE EVALUATION CRITERIA FROM TIME TO TIME AS PER REQUIREMENT. THE BOARD CARRIES OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, ALL INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS (EXCLUDING THE DIRECTOR BEING EVALUATED) AND OF ITS COMMITTEES. AS PER THE REGULATIONS CONTAINED UNDER SEBI LISTING REGULATIONS 2015, FROM FY 2026 ONWARDS, THE INDEPENDENT DIRECTORS OF TOP 2000 LISTED ENTITIES AS PER MARKET CAPITALIZATION ARE REQUIRED TO CONDUCT AT LEAST TWO MEETINGS IN A FINANCIAL YEAR, WITHOUT THE PRESENCE OF NON-INDEPENDENT DIRECTORS AND MEMBERS OF THE MANAGEMENT. ACCORDINGLY, THE INDEPENDENT DIRECTORS MET TWICE DURING FY 2026, AT THEIR SEPARATE MEETING TO CONDUCT THE EVALUATION OF BOARD, CHAIRMAN, MANAGING DIRECTOR & CEO, EXECUTIVE DIRECTOR AND ALSO, THE TIMELINESS OF FLOW OF INFORMATION BETWEEN BOARD & MANAGEMENT. INDIVIDUAL DIRECTORS AND CHAIRPERSON (INCLUDING MD & CEO AND INDEPENDENT DIRECTORS) AN ANNUAL INTERNAL ASSESSMENT OF ALL DIRECTORS ON THE BOARD OF THE BANK IS CARRIED OUT BY THE ENTIRE BOARD OF DIRECTORS BASED ON CRITERIA AS APPROVED BY THE NOMINATION AND REMUNERATION COMMITTEE VIZ., QUALIFICATION, EXPERIENCE, KNOWLEDGE & COMPETENCY, AVAILABILITY & ATTENDANCE, DELIBERATION, CONTRIBUTION, INTEGRITY, INDEPENDENT VIEWS AND JUDGEMENT ETC. IN RESPECT OF EVALUATION OF CHAIRPERSON, ADDITIONAL CRITERIA SUCH AS LEADERSHIP CAPABILITIES AND BOARD LEVEL WORKING RELATIONSHIPS ARE TAKEN INTO ACCOUNT. THE MANAGING DIRECTOR & CEO AND EXECUTIVE DIRECTORS WERE ASSESSED ON ADDITIONAL CRITERIA VIZ., BUSINESS CONDUCT, BANK'S OVERALL PERFORMANCE, STRATEGIC PLANNING, COMPLIANCE AND GOVERNANCE AREAS. WHILE UNDERTAKING THE EVALUATION PROCESS, THE DIRECTOR WHO IS BEING EVALUATED DOES NOT PARTICIPATE. BOARD AS WHOLE ASSESSMENT IS DONE BASED ON STRUCTURE OF THE BOARD INCLUDING DIRECTORS' COMPETENCY AND DIVERSE EXPERTISE, FREQUENCY OF MEETINGS, QUALITY OF INFORMATION CALLED FOR, EFFECTIVENESS OF DELIBERATION AND DISCUSSIONS AND FOLLOW UP OF ASSURANCE FUNCTIONS. IV. BOARD LEVEL COMMITTEES THE EVALUATION IS DONE BASED ON PARAMETERS VIZ., COMPOSITION OF THE COMMITTEE, TERMS OF REFERENCE, MEETINGS, STRUCTURE OF COMMITTEE MEETINGS, RECONSTITUTION, ROTATION OF MEMBERS, EFFECTIVENESS OF DISCUSSIONS, DIRECTIONS ISSUED ETC. OUTCOME OF EVALUATION THE REPORTS OF ALL EVALUATIONS CONDUCTED AS AFORESAID WERE PLACED BEFORE THE BOARD AND IT WAS AGREED BY ALL DIRECTORS THAT THE OVERALL PERFORMANCE OF THE BOARD, BOARD LEVEL COMMITTEES AND INDIVIDUAL DIRECTORS WERE SATISFACTORY FOR THE FY 2025-26. |