THE BANK HAS IN PLACE A BOARD EVALUATION FRAMEWORK SETTING OUT THE PROCESS, CRITERIA, FREQUENCY, ETC. FOR CONDUCT OF PERFORMANCE EVALUATION OF THE BOARD AS A WHOLE, OF COMMITTEES OF THE BOARD OF DIRECTORS INCLUDING INDEPENDENT DIRECTORS, OF NON-INDEPENDENT DIRECTORS, OF THE MANAGING DIRECTOR & CEO, AND OF THE NON- EXECUTIVE NON-INDEPENDENT, PART-TIME CHAIRMAN. THE FRAMEWORK WAS RECOMMENDED BY THE NOMINATION & REMUNERATION COMMITTEE OF THE BOARD, AND WAS APPROVED BY THE BOARD. THE PROCESS OF PERFORMANCE EVALUATION ADOPTED BY THE BANK IS IN LINE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013, AND THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015. SEBI HAD, VIDE THEIR CIRCULAR DATED JANUARY 5, 2017, ISSUED THE ‘GUIDANCE NOTE ON BOARD EVALUATION’. THE NOMINATION & REMUNERATION COMMITTEE OF THE BOARD REVIEWED THE CRITERIA AND PROCESS FOR PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES, WITH A VIEW TO ALIGN IT WITH SEBI’S GUIDANCE NOTE AND ACCORDINGLY ENHANCED THE SET STANDARDS FOR PERFORMANCE EVALUATION, METHOD OF ASSESSMENT, ETC. THE BOARD OF DIRECTORS HAVE, ON THE RECOMMENDATION OF THE COMPENSATION AND NOMINATION & REMUNERATION COMMITTEE, APPROVED THE ENGAGEMENT OF AN EXTERNAL PROFESSIONAL AGENCY FOR CONDUCTING THE PERFORMANCE EVALUATION EXERCISE. ANNUAL PERFORMANCE EVALUATION EXERCISE FOR FY 2023-24 HAD BEEN CARRIED OUT BY ENGAGEMENT OF AN EXTERNAL PROFESSIONAL AGENCY, WHICH IS SPECIALISED IN BOARD EVALUATION PROCESSES AND PROVIDED THE CONVENIENCE OF MUTUAL EVALUATION, ALONG WITH ANONYMITY. UNDER THE GUIDANCE OF THE PROFESSIONAL AGENCY THAT SPECIALISE IN BOARD EVALUATION: • THE COMPENSATION AND NOMINATION & REMUNERATION COMMITTEE EVALUATED THE PERFORMANCE OF THE BOARD AS A WHOLE, THAT OF THE COMMITTEES OF THE BOARD, THE NON- EXECUTIVE INDEPENDENT, PART-TIME CHAIRMAN OF THE BOARD AND THE INDIVIDUAL DIRECTORS OF THE BANK. • PERFORMANCE OF INDEPENDENT DIRECTORS INCLUDING FULFILMENT OF INDEPENDENCE CRITERIA AS SPECIFIED UNDER SEBI LISTING REGULATIONS AND THEIR INDEPENDENCE FROM THE MANAGEMENT AND OF THE CHAIRMAN WAS EVALUATED BY THE ENTIRE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED. • PERFORMANCE OF THE ENTIRE BOARD WAS EVALUATED BASED ON INPUTS FROM INDIVIDUAL DIRECTORS ON THE BASIS OF CRITERIA SUCH AS BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, AND OTHER ATTRIBUTES SUCH AS DISCHARGING OF ROLES AND FUNCTIONS, PROFESSIONAL CONDUCT, GOVERNANCE, ETC. • PERFORMANCE OF THE COMMITTEES OF THE BOARD WAS EVALUATED AFTER SEEKING INPUTS FROM THE DIRECTORS, AND EVALUATION WAS DONE ON THE BASIS OF CRITERIA SUCH AS COMPOSITION OF THE COMMITTEE, ROLES AND RESPONSIBILITIES, EFFECTIVENESS OF COMMITTEE MEETINGS, ETC.• PERFORMANCE OF CHAIRMAN OF THE BOARD, WAS REVIEWED TAKING INTO ACCOUNT THE VIEWS OF THE EXECUTIVE DIRECTOR AND NON-EXECUTIVE DIRECTORS AND THAT OF THE NON-INDEPENDENT DIRECTORS WAS REVIEWED BY THE INDEPENDENT DIRECTORS IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, WHO HAD ALSO REVIEWED THE PERFORMANCE OF THE BOARD AS A WHOLE. THE CHAIRMAN OF THE BOARD PROVIDED FEEDBACK TO THE DIRECTORS ON INDIVIDUAL BASIS, TAKING INTO ACCOUNT THE REPORT OF THE EXTERNAL AGENCY, AND THE SIGNIFICANT HIGHLIGHTS, LEARNINGS AND ACTION POINTS WITH RESPECT TO THE EVALUATION EXERCISE, WERE DISCUSSED AMONGST THE BOARD MEMBERS. |