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. 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 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 BROUGHT UP AND DISCUSSED IN THE RESPECTIVE BOARD COMMITTEES. THE BOARD OF DIRECTORS PROVIDED THEIR INPUTS, INTER-ALIA, ON FURTHER STRENGTHENING ON-BOARDING PROCESS FOR THE DIRECTORS, OPTIMAL USE OF VIRTUAL FORMAT FOR THE MEETINGS, FOCUS ON RIGHT ISSUES THAT INFLUENCES THE COMPANY’S PERFORMANCE AND FUTURE SUCCESS, OPPORTUNITY TO FOCUS ON RISK AND SECURITY ISSUES AND TO BRING MEMBERS ON THE BOARD WITH EXPERTISE IN CORE AREAS OF BUSINESS. FURTHER, FEEDBACK WAS PROVIDED BY THE DIRECTORS ON FOCUS AROUND ASSESSMENT OF THE INHERENT RISKS TO THE BUSINESS AND SIGNIFICANT ENVIRONMENTAL CHANGES THAT COULD IMPACT THE BUSINESS OF THE COMPANY IN FUTURE. |