IN TERMS OF THE REQUIREMENT OF THE ACT AND THE LISTING REGULATIONS, AN ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND THE DIRECTORS, WAS UNDERTAKEN WHICH INCLUDED THE EVALUATION OF THE BOARD AS A WHOLE, BOARD COMMITTEES AND PEER EVALUATION OF THE DIRECTORS. THE CRITERIA FOR PERFORMANCE EVALUATION COVER THE AREAS RELEVANT TO THE FUNCTIONING OF THE BOARD AND ITS COMMITTEES SUCH AS ITS COMPOSITION AND OPERATIONS, BOARD AS A WHOLE AND GROUP DYNAMICS, OVERSIGHT AND EFFECTIVENESS, PERFORMANCE, SKILLS AND STRUCTURE ETC. THE PERFORMANCE OF INDIVIDUAL DIRECTORS WAS EVALUATED ON THE PARAMETERS SUCH AS PREPARATION, PARTICIPATION, FLOW OF INFORMATION, CONDUCT, INDEPENDENT JUDGEMENT AND EFFECTIVENESS. THE PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD AND IN THE EVALUATION OF THE DIRECTORS, THE DIRECTORS BEING EVALUATED HAD NOT PARTICIPATED. AN INDEPENDENT GLOBAL HR AND RISK ADVISORY FIRM CONDUCTED AN ONLINE SURVEY TO CAPTURE INPUTS FROM THE DIRECTORS, COMPILED AND PROVIDED ANALYSIS OF THE RESULTS OF THE ANNUAL PERFORMANCE EVALUATION. AS AN OUTCOME OF THE EVALUATION, IT WAS NOTED THAT BOARD AS A WHOLE HAS A COMPOSITION THAT IS DIVERSE IN EXPERIENCE, SKILLS, EXPERTISE, COMPETENCE, GENDER BALANCE, AND FOSTERS OPEN AND TRANSPARENT DISCUSSIONS. THE BOARD IS PROVIDED RELEVANT INDUSTRY INFORMATION TO KEEP THE MEMBERS UP TO DATE WITH INDUSTRY LANDSCAPE. THE PRESENTATIONS MADE FROM TIME TO TIME, DURING THE MEETING OF THE BOARD AND COMMITTEE BY THE SENIOR MANAGEMENT AND THEIR TEAMS CONTINUE TO PROVIDE INSIGHTS ABOUT THE SPECIFIC SEGMENTS. IT WAS ALSO NOTED THAT THE BOARD COMMITTEES FUNCTION PROFESSIONALLY AND SMOOTHLY AND BESIDES THE BOARD COMMITTEE’S TERMS OF REFERENCE AS MANDATED BY LAW, IMPORTANT ISSUES ARE BROUGHT UP AND DISCUSSED IN THE RESPECTIVE BOARD COMMITTEES. THE BOARD PROVIDED ITS INPUTS, INTER-ALIA, ON FURTHER STRENGTHENING THE FLOW OF INFORMATION TO THE DIRECTORS, GREATER FOCUS ON RIGHT ISSUES THAT INFLUENCE THE COMPANY’S PERFORMANCE AND FUTURE SUCCESS AND ENHANCE OPPORTUNITY TO FOCUS ON UPDATES REGARDING CHANGING CONSUMER LIFESTYLE AND NUTRITIONAL PREFERENCES. ADDITIONALLY, THE BOARD EMPHASIZED ON INCREASING FOCUS ON KEY DEVELOPMENTS, INDUSTRY TRENDS, INHERENT RISKS, AND UNCERTAINTIES THAT MAY IMPACT BUSINESS PERFORMANCE AND COMPANY’S STRATEGY. |