| IN TERMS OF THE REQUIREMENT OF THE ACT AND THE LISTING REGULATIONS, AN ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND THE DIRECTORS WAS UNDERTAKEN WHICH INCLUDED THE EVALUATION OF THE BOARD AS A WHOLE, BOARD COMMITTEES AND PEER EVALUATION OF THE DIRECTORS. TO FACILITATE THE EVALUATION PROCESS, BOARD AND ITS COMMITTEE’S SELF-EVALUATION QUESTIONNAIRES WERE CIRCULATED TO THE BOARD MEMBERS AND RESPECTIVE COMMITTEE MEMBERS AND AN ONLINE LINK WAS ALSO PROVIDED TO THE BOARD MEMBERS AND RESPECTIVE COMMITTEE MEMBERS WHEREIN AN OPTION WAS PROVIDED TO THE BOARD AND COMMITTEE MEMBERS TO FILL IN THE SAID QUESTIONNAIRES ONLINE. THE BOARD’S PERFORMANCE WAS ASSESSED BY EACH DIRECTOR BASED ON VARIOUS PARAMETERS, INCLUDING ITS ROLES AND RESPONSIBILITIES, MANAGEMENT OF BUSINESS RISKS, CONTRIBUTIONS TO STRATEGY DEVELOPMENT AND EFFECTIVE RISK MANAGEMENT, UNDERSTANDING OF OPERATIONAL PROGRAMMES, TIMELY AVAILABILITY OF QUALITY INFORMATION, REGULAR EVALUATION OF PROGRESS TOWARDS STRATEGIC GOALS AND OPERATIONAL PERFORMANCE, ADOPTION OF GOOD GOVERNANCE PRACTICES, AND THE ADEQUACY AND DURATION OF MEETINGS. ADDITIONALLY, INDEPENDENT DIRECTORS CONDUCTED THEIR OWN EVALUATION OF THE BOARD’S PERFORMANCE. BOARD COMMITTEES WERE EVALUATED BY THE RESPECTIVE COMMITTEE MEMBERS ON THE PARAMETERS SUCH AS ITS ROLE AND RESPONSIBILITIES, EFFECTIVENESS OF THE COMMITTEE VIS-A-VIS ASSIGNED ROLE, APPROPRIATENESS OF COMMITTEE COMPOSITION, TIMELY RECEIPT OF INFORMATION BY THE COMMITTEE, EFFECTIVENESS OF COMMUNICATION BY THE COMMITTEE WITH THE BOARD, SENIOR MANAGEMENT AND KEY MANAGERIAL PERSONNEL. PERFORMANCE OF THE CHAIRPERSON WAS EVALUATED BY THE INDEPENDENT DIRECTORS ON THE PARAMETERS SUCH AS DEMONSTRATION OF EFFECTIVE LEADERSHIP, CONTRIBUTION TO THE BOARD’S WORK, COMMUNICATION WITH THE BOARD, USE OF TIME AND OVERALL EFFICIENCY OF BOARD MEETINGS, QUALITY OF DISCUSSIONS AT THE BOARD MEETINGS, PROCESS FOR SETTLING BOARD AGENDA, ETC. DIRECTORS WERE EVALUATED INDIVIDUALLY BY THE BOARD OF DIRECTORS (EXCLUDING THE DIRECTOR HIMSELF) ON THE PARAMETERS SUCH AS HIS/ HER PREPAREDNESS AT THE BOARD MEETINGS, ATTENDANCE AT THE BOARD MEETINGS, DEVOTION OF TIME AND EFFORTS TO UNDERSTAND THE COMPANY AND ITS BUSINESS, QUALITY OF CONTRIBUTION AT THE BOARD MEETINGS, APPLICATION OF KNOWLEDGE AND EXPERIENCE WHILE CONSIDERING THE STRATEGY, EFFECTIVENESS OF FOLLOW-UP IN THE AREAS OF CONCERN, COMMUNICATION WITH BOARD MEMBERS, SENIOR MANAGEMENT AND KEY MANAGERIAL PERSONNEL, ETC. INDEPENDENT DIRECTORS WERE EVALUATED FOR THEIR PERFORMANCE AND INDEPENDENCE FROM MANAGEMENT. THEY ALSO ASSESSED THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS. THE CHAIRMAN OF THE NRC COMPILES A REPORT BASED ON THE RESPONSES TO THE QUESTIONNAIRE, PRESENTING TO THE BOARD A CONSOLIDATED OVERVIEW OF THE DIRECTORS’ COLLECTIVE VIEWS REGARDING THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS. AS PART OF THE OUTCOME OF THE PERFORMANCE EVALUATION EXERCISE IT WAS NOTED THAT THE BOARD IS INDEPENDENT, OPERATES AT A HIGH LEVEL OF GOVERNANCE STANDARDS AND IS COMMITTED TO CREATING VALUE FOR ALL STAKEHOLDERS. IT WAS ALSO NOTED THAT THE MEETINGS OF THE BOARD ARE WELL PLANNED AND RUN EFFECTIVELY BY THE CHAIR, ITS COMMITTEES ARE MANAGED WELL AND CONTINUE TO PERFORM ON THEIR RESPECTIVE FOCUS AREAS OF GOVERNANCE AND INTERNAL CONTROLS. THE EVALUATION OUTCOMES FOR THE YEAR UNDER REVIEW WERE THOROUGHLY DELIBERATED UPON WITH THE BOARD MEMBERS, COMMITTEE CHAIRPERSONS, AND INDIVIDUAL DIRECTORS. THE SUGGESTIONS WERE CONSIDERED BY THE BOARD TO OPTIMISE THE EFFECTIVENESS AND FUNCTIONING OF THE BOARD AND ITS COMMITTEES. THE EVALUATION SHOWED HIGH COMMITMENT AND ENGAGEMENT FROM THE BOARD, COMMITTEES, AND SENIOR LEADERSHIP. DIRECTORS WERE SATISFIED WITH THE EVALUATION PROCESS. THE COMMITTEE CONFIRMED THAT USING A “QUESTIONNAIRE” IS EFFECTIVE FOR EVALUATING THE BOARD, COMMITTEES, AND INDIVIDUAL DIRECTORS. |