| THE BOARD IS COMMITTED TO TRANSPARENCY IN ASSESSING THE PERFORMANCE OF THE DIRECTORS. PURSUANT TO THE PROVISIONS OF THE ACT AND LISTING REGULATIONS, THE BOARD HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, THE PERFORMANCE OF ITS COMMITTEES, CHAIRMAN, INDIVIDUAL DIRECTORS AND THE GOVERNANCE PROCESSES THAT SUPPORT THE BOARD’S WORK. THE NOMINATION AND REMUNERATION COMMITTEE (NRC) HAS DEVISED CRITERIA FOR EVALUATION OF THE PERFORMANCE OF THE BOARD AS A WHOLE, VARIOUS COMMITTEES, CHAIRMAN AND INDIVIDUAL DIRECTORS. THE PERFORMANCE EVALUATION OF THE COMMITTEES WAS DONE ON THE BASIS OF PARAMETERS SUCH AS COMPOSITION, TERMS OF REFERENCE, FULFILLMENT OF ROLES AND RESPONSIBILITIES, HANDLING CRITICAL ISSUES, FREQUENCY OF MEETINGS ETC. THE PARAMETERS FOR THE PERFORMANCE EVALUATION OF THE DIRECTORS INCLUDE CONTRIBUTION MADE AT THE BOARD MEETING, ATTENDANCE, INSTANCES OF SHARING BEST PRACTICES, DOMAIN KNOWLEDGE, VISION, STRATEGY, ENGAGEMENT WITH SENIOR MANAGEMENT ETC. AN ONLINE STRUCTURED QUESTIONNAIRE FOR BOARD EVALUATION WAS PREPARED COVERING THE ABOVE AREAS OF COMPETENCIES AND FEEDBACK WAS SOUGHT ON THE SAME. THE INDEPENDENT DIRECTORS AT THEIR SEPARATE MEETING REVIEWED THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND OF CHAIRMAN OF THE COMPANY AFTER TAKING INTO ACCOUNT THE VIEWS OF NON-EXECUTIVE DIRECTORS. THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD, THAT IS NECESSARY FOR THE BOARD TO PERFORM THEIR DUTIES EFFECTIVELY AND REASONABLY, WERE ALSO REVIEWED. THE RESULTS OF THE EVALUATION SHOWED A HIGH LEVEL OF COMMITMENT AND ENGAGEMENT IN THE BOARD, ITS VARIOUS COMMITTEES AND SENIOR LEADERSHIP. THE SUGGESTIONS ARISING FROM THE EVALUATION PROCESS WERE CONSIDERED BY THE BOARD, TO OPTIMIZE THE EFFECTIVENESS AND FUNCTIONING OF THE BOARD AND ITS COMMITTEES. |