| ONE OF THE KEY FUNCTIONS OF THE BOARD IS TO MONITOR AND REVIEW THE BOARD EVALUATION FRAMEWORK. THE BOARD IN CONSULTATION WITH THE NOMINATION AND REMUNERATION COMMITTEE LAYS DOWN THE EVALUATION CRITERIA FOR THE PERFORMANCE EVALUATION OF EXECUTIVE/NONEXECUTIVE AND INDEPENDENT DIRECTORS. THE FOLLOWING ARE THE CRITERIA ON THE BASIS OF WHICH THE DIRECTORS ARE EVALUATED: 1) KNOWLEDGE TO PERFORM THE ROLE; 2) TIME AND LEVEL OF PARTICIPATION; 3) PERFORMANCE OF DUTIES AND LEVEL OF OVERSIGHT; 4) PROFESSIONAL CONDUCT AND INDEPENDENCE ETC. DURING THE YEAR UNDER REVIEW, A STRUCTURED QUESTIONNAIRE WAS CIRCULATED TO THE MEMBERS OF THE BOARD FOR SEEKING FEEDBACK FROM THE DIRECTORS ON VARIOUS ASPECTS SUCH AS BOARD’S & COMMITTEES’ FUNCTIONING, KNOWLEDGE & SKILLS OF THE BOARD OF DIRECTORS, MANAGING RELATIONSHIPS, FULFILMENT OF INDEPENDENT CRITERIA BY INDEPENDENT DIRECTORS, LEADERSHIP & STRATEGY FORMULATION BY EXECUTIVE DIRECTORS ETC. THE QUESTIONNAIRE OF THE SURVEY IS A KEY PART OF THE PROCESS OF REVIEWING THE FUNCTIONING AND EFFECTIVENESS OF THE BOARD & COMMITTEE AND FOR IDENTIFYING POSSIBLE PATHS FOR IMPROVEMENT. THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS PURSUANT TO THE PROVISIONS OF THE ACT AND THE CORPORATE GOVERNANCE REQUIREMENTS AS PRESCRIBED BY SEBI LISTING REGULATIONS. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM ALL THE DIRECTORS ON THE BASIS OF THE CRITERIA SUCH AS THE BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, ETC. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS ON THE BASIS OF THE CRITERIA SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, ETC. THE BOARD AND THE NOMINATION AND REMUNERATION COMMITTEE REVIEWED THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS ON THE BASIS OF THE CRITERIA SUCH AS THE CONTRIBUTION OF THE INDIVIDUAL DIRECTOR TO THE BOARD AND COMMITTEE MEETINGS LIKE PREPAREDNESS ON THE ISSUES TO BE DISCUSSED, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS IN MEETINGS, ETC. IN ADDITION, THE CHAIRPERSON WAS ALSO EVALUATED ON THE KEY ASPECTS OF HIS ROLE. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, PERFORMANCE OF THE BOARD AS A WHOLE AND PERFORMANCE OF THE CHAIRPERSON WAS EVALUATED. THE SAME WAS DISCUSSED IN THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS, AT WHICH THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS WAS ALSO DISCUSSED. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. |