THE BOARD CONDUCTED THE PERFORMANCE EVALUATION OF THE INDIVIDUAL DIRECTORS, BOARD COMMITTEES, BOARD AS A WHOLE AND THE CHAIRPERSON OF THE BOARD, IN ACCORDANCE WITH THE PROVISIONS OF THE ACT AND THE SEBI LISTING REGULATIONS, INCLUDING THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SEBI 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, PROCESS AND PROCEDURE, BOARD FUNCTIONING, 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, COMMITMENT, TEAM WORK ATTRIBUTES, UTILISATION OF DOMAIN EXPERTISE, EFFECTIVE COMMUNICATION, ETC. AND CERTAIN OTHER PARAMETERS SUCH AS EFFICIENT LEADERSHIP, OPEN-MINDED, DRIVER OF INNOVATION, COURTEOUS, PROFESSIONALISM, IMPARTIAL CONDUCT, DEVOTION OF SUFFICIENT TIME, EFFECTIVE COMMUNICATION AND FACILITATION OF PRODUCTIVE DELIBERATION. 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 INDIVIDUAL DIRECTORS THROUGH THE ANNUAL BOARD EVALUATION PROCESS. THE BANK HAD ENGAGED AN INDEPENDENT EXTERNAL PROFESSIONAL SERVICES FIRM FOR ISSUING A REPORT ON THE BOARD EVALUATION FOR THE BANK, BASED ON THE RESPONSES RECEIVED FROM THE DIRECTORS. BASED ON THE ASSESSMENT OF THE RESPONSES RECEIVED TO THE QUESTIONNAIRE FROM THE DIRECTORS ON THE ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES, THE CHAIRPERSON AND THE INDIVIDUAL DIRECTORS, THE BOARD EVALUATION REPORT WAS PLACED BEFORE THE MEETING OF THE INDEPENDENT DIRECTORS HELD ON 26TH MAY, 2023, FOR CONSIDERATION. SIMILARLY, THE BOARD AT ITS MEETING HELD ON 27TH MAY, 2023, ASSESSED THE PERFORMANCE OF THE INDEPENDENT DIRECTORS AND THE OUTCOME OF THE BOARD PERFORMANCE EVALUATION EXERCISE. THE DIRECTORS NOTED THAT THE RESULTS OF THE PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES, CHAIRPERSON AND INDIVIDUAL DIRECTORS INDICATED A HIGH DEGREE OF SATISFACTION AMONG THE DIRECTORS. A FEW AREAS OF IMPROVEMENT WHICH WERE SUGGESTED INCLUDED CONTINUING EDUCATION, TRAINING AND AWARENESS PROGRAMMES FOR THE BOARD, ETC. THE BANK HAS ACCEPTED THE SAME AND THE STATUS OF COMPLIANCE WILL BE REVIEWED AND REPORTED TO THE BOARD. FURTHER, THE BANK HAS TAKEN NECESSARY STEPS TO COMPLY WITH THE SUGGESTIONS WHICH HAD ARISEN FROM THE BOARD PERFORMANCE EVALUATION FOR FY 2021-22. IMPLEMENTATION OF VARIOUS SUGGESTIONS RECEIVED FROM TIME TO TIME, FROM THE DIRECTORS OF THE BANK DURING THE BOARD EVALUATION EXERCISE, HAS HELPED THE BANK TO OVERALL IMPROVE AND STRENGTHEN ITS GOVERNANCE PROCESSES. |