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 COVERS THE AREAS RELEVANT TO THE FUNCTIONING OF THE BOARD AND BOARD COMMITTEES SUCH AS ITS COMPOSITION, OVERSIGHT AND EFFECTIVENESS, PERFORMANCE, SKILLS AND STRUCTURE ETC. THE PERFORMANCE OF INDIVIDUAL DIRECTORS WAS EVALUATED ON THE PARAMETERS SUCH AS PREPARATION, PARTICIPATION, CONDUCT, INDEPENDENT JUDGEMENT AND EFFECTIVENESS. THE PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD OF DIRECTORS AND IN THE EVALUATION OF THE DIRECTORS, THE DIRECTORS BEING EVALUATED HAD NOT PARTICIPATED. A REPUTED HR CONSULTANT FIRM 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 AND PERSPECTIVE AND FOSTERS LIVELY AND CONSTRUCTIVE DEBATES. THE DISCUSSION QUALITY IS ROBUST, WELL INTENDED AND LEADS TO CLEAR DIRECTION AND DECISION. THE PRESENTATIONS BY THE SENIOR MANAGEMENT AND THEIR TEAMS PROVIDES AN INSIGHT AT A DEEPER LEVEL AND EXPOSURE TO SEGMENTS. IT WAS ALSO NOTED THAT THE BOARD COMMITTEES FUNCTIONS PROFESSIONALLY AND SMOOTHLY AND BESIDES THE BOARD COMMITTEE’S TERMS OF REFERENCE AS MANDATED BY LAW, IMPORTANT ISSUES ARE BOUGHT UP AND DISCUSSED IN THE RESPECTIVE BOARD COMMITTEES. THE BOARD ALSO NOTED THAT GIVEN THE PLETHORA OF INFORMATION PRESENTED AT THE BOARD/ COMMITTEE MEETINGS, PRE-READS HELPS ASSIMILATE ISSUES DISCUSSED DURING THE MEETINGS. THE BOARD ENGAGES ITSELF IN THE AREAS IDENTIFIED AND WHEREVER REQUIRED ACTIONS TAKEN. |
THE COMPANY HAS DEVISED A FORMAL PROCESS FOR ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS (“PERFORMANCE EVALUATION”) WHICH INCLUDE CRITERIA FOR PERFORMANCE EVALUATION OF NON-EXECUTIVE DIRECTORS AND EXECUTIVE DIRECTORS AS LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS OF THE COMPANY. IT COVERS THE AREAS RELEVANT TO THE FUNCTIONING AS INDEPENDENT DIRECTORS OR OTHER DIRECTORS, MEMBER OF THE BOARD OR COMMITTEE OF THE BOARD. THE INDEPENDENT DIRECTORS CARRIED OUT ANNUAL PERFORMANCE EVALUATION OF THE CHAIRMAN AND EXECUTIVE DIRECTORS. THE BOARD CARRIED OUT ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE. THE PERFORMANCE OF EACH COMMITTEE WAS EVALUATED BY THE BOARD, BASED ON REPORT ON EVALUATION RECEIVED FROM RESPECTIVE COMMITTEES. THE COMPANY ENGAGED A LEADING HR CONSULTING FIRM FOR COMPILATION OF THE REPORT AND FEEDBACK RECEIVED FROM THE BOARD MEMBERS, COMMITTEE MEMBERS AND DIRECTORS IN THE QUESTIONNAIRES CIRCULATED AND FOR IDENTIFYING KEY INFERENCES AND OBSERVATIONS WITH RESPECT TO PERFORMANCE EVALUATION. A CONSOLIDATED REPORT WAS SHARED WITH THE CHAIRMAN OF THE BOARD FOR HIS REVIEW AND GIVING FEEDBACK TO EACH DIRECTOR. |
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 BOARD COMMITTEES SUCH AS ITS COMPOSITION AND OPERATIONS, BOARD AS 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 OF DIRECTORS AND IN THE EVALUATION OF THE DIRECTORS, THE DIRECTORS BEING EVALUATED HAD NOT PARTICIPATED. A REPUTED HR CONSULTANT FIRM 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 LIVELY, FREE EXPRESSION AND CONSTRUCTIVE DEBATES AND THAT THE BOARD IS PROVIDED WITH ADEQUATE COMPETITIVE AND INDUSTRY INFORMATION TO KEEP THE MEMBERS UPTO 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 AN INSIGHT AT A DEEPER LEVEL AND EXPOSURE TO SEGMENTS. IT WAS ALSO NOTED THAT THE BOARD COMMITTEES FUNCTIONS PROFESSIONALLY AND SMOOTHLY AND BESIDES THE BOARD COMMITTEE’S TERMS OF REFERENCE AS MANDATED BY LAW, IMPORTANT ISSUES ARE BOUGHT UP AND DISCUSSED IN THE RESPECTIVE BOARD COMMITTEES. THE BOARD OF DIRECTORS PROVIDED THEIR INPUTS, INTER-ALIA, THAT THERE IS ADEQUATE OPPORTUNITY FOR INFORMAL DISCUSSION AND INTERACTION TO PROMOTE A FEELING OF COMMUNITY AND COLLEGIALITY AMONG BOARD MEMBERS. THE DIRECTORS APPRECIATED THAT SUSTAINABILITY AREAS HAS BEEN INCLUDED AS A MANDATE FOR A BOARD LEVEL COMMITTEE. |
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 BOARD COMMITTEES SUCH AS ITS COMPOSITION AND OPERATIONS, BOARD AS 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 OF DIRECTORS AND IN THE EVALUATION OF THE DIRECTORS, THE DIRECTORS BEING EVALUATED HAD NOT PARTICIPATED. A REPUTED HR CONSULTANT FIRM 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 LIVELY, FREE EXPRESSION AND CONSTRUCTIVE DEBATES. THE DISCUSSION QUALITY IS ROBUST, WELL INTENDED AND LEADS TO CLEAR DIRECTION AND DECISION. THE PRESENTATIONS BY THE SENIOR MANAGEMENT AND THEIR TEAMS PROVIDES AN INSIGHT AT A DEEPER LEVEL AND EXPOSURE TO SEGMENTS. IT WAS ALSO NOTED THAT THE BOARD COMMITTEES FUNCTIONS PROFESSIONALLY AND SMOOTHLY AND BESIDES THE BOARD COMMITTEE’S TERMS OF REFERENCE AS MANDATED BY LAW, IMPORTANT ISSUES ARE BOUGHT UP AND DISCUSSED IN THE RESPECTIVE BOARD COMMITTEES. THE BOARD OF DIRECTORS ALSO NOTED THAT IMPLEMENTATION OF THE BOARD PORTAL HELPED IN BETTER FLOW OF INFORMATION AND EVALUATE THE PROPOSALS PRESENTED AT THE BOARD/ COMMITTEE MEETINGS MORE EFFECTIVELY. THE BOARD OF DIRECTORS PROVIDED THEIR INPUTS, INTER-ALIA, ON THE ON-BOARDING PROCESS OF NEW DIRECTORS, TIME ALLOCATION FOR THE MEETINGS AND BRINGING IN BROAD PERSPECTIVE ON THE GLOBAL DEVELOPMENTS, STRATEGIES AND PRIORITIES. |