PURSUANT TO THE PROVISIONS OF THE ACT, LISTING REGULATIONS, PERFORMANCE EVALUATION POLICY AND GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SEBI, THE BOARD HAS CARRIED OUT ANNUAL EVALUATION OF ITS PERFORMANCE, ITS COMMITTEE(S) AND OF EACH DIRECTOR. A STRUCTURED QUESTIONNAIRE WAS PREPARED AND CIRCULATED TO THE DIRECTORS FOR EACH OF THE EVALUATION. PERFORMANCE OF THE BOARD WAS EVALUATED BY EACH DIRECTOR ON THE PARAMETERS SUCH AS ITS ROLES AND RESPONSIBILITIES, BUSINESS RISKS, CONTRIBUTION TO THE DEVELOPMENT OF STRATEGY AND EFFECTIVE RISK MANAGEMENT, UNDERSTANDING OF OPERATIONAL PROGRAMMES, AVAILABILITY OF QUALITY INFORMATION IN A TIMELY MANNER, REGULAR EVALUATION OF PROGRESS TOWARDS STRATEGIC GOALS AND OPERATIONAL PERFORMANCE, ADOPTION OF GOOD GOVERNANCE PRACTICES AND ADEQUACY AND LENGTH OF MEETINGS ETC. INDEPENDENT DIRECTORS ALSO CARRIED OUT EVALUATION OF THE BOARD 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, KNOWLEDGE UPDATION BY THE COMMITTEE MEMBERS, EFFECTIVENESS OF COMMUNICATION BY THE COMMITTEE WITH THE BOARD, SENIOR MANAGEMENT AND KEY MANAGERIAL PERSONNEL ETC. PERFORMANCE OF THE CHAIRPERSON WAS EVALUATED BY THE INDEPENDENT DIRECTORS (AFTER TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE AND NON-EXECUTIVE 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 ALSO EVALUATED INDIVIDUALLY BY ALL OTHER DIRECTORS (EXCEPT THE DIRECTOR HIMSELF) ON THE PARAMETERS SUCH AS HIS/ HER PREPAREDNESS 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 ADDITIONALLY EVALUATED FOR THEIR PERFORMANCE AND FULFILMENT OF CRITERIA OF INDEPENDENCE AND THEIR INDEPENDENCE FROM THE MANAGEMENT. ALSO, THE PERFORMANCE EVALUATION OF THE NON INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS. OUTCOME OF THE EVALUATION WERE SHARED WITH THE BOARD, CHAIRMAN OF RESPECTIVE COMMITTEES AND INDIVIDUAL DIRECTORS. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE ENTIRE EVALUATION PROCESS. |