| THE COMPANY BELIEVES IN CREATING VALUE FOR ITS STAKEHOLDERS THROUGH ROBUST CORPORATE GOVERNANCE PRACTICES. IN TERMS OF PROVISIONS OF SECTION 134(3)(P) OF THE ACT READ WITH RULE 8(4) OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND REGULATION 17(10) OF THE LISTING REGULATIONS, AN ANNUAL PERFORMANCE EVALUATION WAS CARRIED OUT BY THE BOARD OF ITS OWN PERFORMANCE, THAT OF EACH INDIVIDUAL DIRECTORS INCLUDING CHAIRPERSON AND ALSO COMMITTEES OF THE BOARD. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE BOARD WITHOUT THE PARTICIPATION OF THE DIRECTOR BEING EVALUATED. THE BOARD EVALUATION WAS CONDUCTED THROUGH A STRUCTURED QUESTIONNAIRE DESIGNED BASED ON THE CRITERIA FOR EVALUATION LAID DOWN BY THE NRC. IN ORDER TO HAVE A FAIR AND UNBIASED VIEW OF ALL THE DIRECTORS, THE COMPANY HAD ENGAGED THE SERVICES OF A THIRDPARTY EXTERNAL AGENCY TO FACILITATE CARRYING OUT EVALUATION PROCESS. BOARD PERFORMANCE WAS EVALUATED ON A FRAMEWORK WHICH INTER-ALIA EMBRACED PARAMETERS SUCH AS COMPOSITION, DIVERSITY, MEETING FREQUENCY, QUALITY OF INFORMATION, RELATIONAL DYNAMICS, AND EFFECTIVENESS IN REVIEWING STRATEGIC, GOVERNANCE, AND OPERATIONAL MATTERS. LIKEWISE, COMMITTEE PERFORMANCE WAS FOCUSED ON STRUCTURE, DIVERSITY, MEETING EFFECTIVENESS, INDEPENDENCE, COORDINATION WITH THE BOARD, TASK FULFILLMENT, AND ADEQUACY OF INFORMATION. ON THE INDIVIDUAL DIRECTOR’S FRONT, THEY WERE ASSESSED ON QUALIFICATIONS, ATTENDANCE, CONTRIBUTIONS,KNOWLEDGE, INTEGRITY, TEAMWORK, STRATEGIC INPUT, COMMUNICATION, LEADERSHIP, AND ANALYTICAL SKILLS. THE ACTION AREAS ARISING FROM THE EVALUATION PROCESS ARE CURRENTLY BEING IMPLEMENTED. AS STIPULATED BY SCHEDULE IV OF THE ACT AND LISTING REGULATIONS, A MEETING OF INDEPENDENT DIRECTORS WAS HELD ON MARCH 12, 2025, CHAIRED BY MR. MARK D. MCDADE, WHO ACTED AS LEAD INDEPENDENT DIRECTOR, TO REVIEW THE PERFORMANCE OF THE CHAIRPERSON, NON-INDEPENDENT DIRECTOR(S) OF THE COMPANY AND THE PERFORMANCE OF THE BOARD AS A WHOLE. THE INDEPENDENT DIRECTORS ALSO DISCUSSED THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD, SO AS TO ENABLE THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. THE SUGGESTIONS RECEIVED FROM THE INDEPENDENT DIRECTORS WERE SHARED WITH THE BOARD AND THE ACTIONABLE ITEMS ARISING THEREOF ARE BEING IMPLEMENTED. |