THE BOARD CONDUCTED THE PERFORMANCE EVALUATION OF INDIVIDUAL DIRECTORS, CHAIRPERSON, BOARD COMMITTEES AND THE BOARD AS A WHOLE FOR FY 2024-25, IN ACCORDANCE WITH THE PROVISIONS OF THE ACT AND THE SEBI LISTING REGULATIONS, INCLUDING THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA ON 5TH JANUARY, 2017. THE NOMINATION AND REMUNERATION COMMITTEE (“NRC”) OF THE BOARD APPROVES THE CRITERIA AND THE MECHANISM FOR CARRYING OUT THE SAID PERFORMANCE EVALUATION PROCESS. ACCORDINGLY, THE NRC APPROVED THE ASSESSMENT QUESTIONNAIRE DESIGNED FOR THE ANNUAL PERFORMANCE EVALUATION, WHICH BROADLY COVERED THE FOLLOWING CRITERIA: (I) BOARD - COMPETENCIES, COMPOSITION AND STRUCTURE, BOARD DYNAMICS, BOARD FUNCTIONING, PROCESS AND PROCEDURES, OVERSIGHT OF COMMITTEE COMPOSITION AND FUNCTIONING, ETHICS AND COMPLIANCE. (II) COMMITTEES - COMPOSITION AND QUALITY, PROCESS AND PROCEDURE, TERMS OF REFERENCE AND CERTAIN COMMITTEE SPECIFIC QUESTIONS. (III) CHAIRPERSON - KEY FOCUS AREAS COVERING UNDERSTANDING OF THE ROLE, TEAM WORK ATTRIBUTES, UTILISATION OF DOMAIN EXPERTISE, EFFECTIVE COMMUNICATION, ETC. AND OTHER PARAMETERS. (IV) INDIVIDUAL DIRECTORS - FUNCTION AND DUTIES, PROFESSIONAL AND ETHICAL CONDUCT, MANAGEMENT RELATIONS, UNDERSTANDING OF ROLE, COMMITMENT, EFFECTIVE CONTRIBUTION, INDEPENDENT VIEW TO DECISION MAKING, UTILISATION OF DOMAIN EXPERTISE, ETC. THE AFORESAID QUESTIONNAIRE WAS CIRCULATED TO ALL THE DIRECTORS OF THE BANK FOR THE ANNUAL PERFORMANCE EVALUATION. THE BOARD EVALUATED THE EFFECTIVENESS OF ITS FUNCTIONING AND THAT OF THE COMMITTEES AND OF CHAIRPERSON AND INDIVIDUAL DIRECTORS THROUGH THE ANNUAL BOARD EVALUATION PROCESS. THE BANK HAD ENGAGED AN INDEPENDENT PROFESSIONAL SERVICES FIRM FOR ISSUING A REPORT ON THE PERFORMANCE EVALUATION (“BOARD EVALUATION REPORT”), BASED ON THE RESPONSES RECEIVED FROM THE DIRECTORS. THE BOARD EVALUATION REPORT WAS PLACED BEFORE THE INDEPENDENT DIRECTORS AND THE BOARD AT THEIR RESPECTIVE MEETINGS HELD ON 28TH JUNE, 2025 AND PERFORMANCE EVALUATION, FOR FY 2024-25, WAS CARRIED OUT BY THEM. THE DIRECTORS NOTED THAT THE RESULTS OF THE PERFORMANCE EVALUATION INDICATED A HIGH DEGREE OF SATISFACTION AMONG THE DIRECTORS. THE BOARD DELIBERATED ON THE BOARD EVALUATION REPORT AND BASIS SUGGESTIONS, AGREED TO CONTINUE FOCUS ON TRAINING, EDUCATION AND ENHANCING SKILL SETS OF BOARD MEMBERS ESSENTIAL FOR THE BANK, IN THE FUTURE. THESE WOULD BE MONITORED AND REPORTED TO THE BOARD PERIODICALLY. |