IN COMPLIANCE WITH THE RELEVANT PROVISIONS OF THE ACT READ WITH THE RULES MADE THEREUNDER, THE LISTING REGULATIONS AND THE POLICY MADE IN THIS REGARD, YOUR COMPANY HAS DEVISED A FRAMEWORK FOR PERFORMANCE EVALUATION OF THE BOARD AS A WHOLE, ITS SPECIFIED STATUTORY COMMITTEES, THE CHAIRMAN OF THE BOARD AND THE INDIVIDUAL DIRECTORS. FOR THE YEAR UNDER REVIEW, THE BOARD CARRIED OUT THE PERFORMANCE EVALUATION OF THE BOARD AS A WHOLE, ITS SPECIFIED STATUTORY COMMITTEES, THE CHAIRMAN OF THE BOARD AND THE INDIVIDUAL DIRECTORS. THE EXERCISE WAS CARRIED OUT THROUGH A STRUCTURED QUESTIONNAIRE COVERING VARIOUS ASPECTS, AS UNDER: – FOR EVALUATION OF BOARD AS A WHOLE: EVALUATION OF FUNCTIONING OF THE BOARD BASED ON BOARD COMPOSITION, ITS FUNCTIONS VIZ: GUIDANCE ON CORPORATE STRATEGY, BUDGETS, INVESTOR GRIEVANCES, EFFECTIVENESS OF GOVERNANCE PRACTICES, CSR INITIATIVES, RISK MANAGEMENT ETC., ITS RELATIONSHIP WITH THE MANAGEMENT AND BOARD MEETINGS AND PROCEDURES. – FOR EVALUATION OF COMMITTEES OF THE BOARD: EVALUATION OF FUNCTIONING OF THE COMMITTEES BASED ON ITS COMPOSITION, ADHERENCE TO ITS TERMS OF REFERENCE, PARTICIPATION AT THE MEETINGS, INDEPENDENCE OF THE COMMITTEE, ITS RECOMMENDATIONS TO THE BOARD AND COMMITTEE MEETINGS AND PROCEDURES FOR EVALUATION OF INDIVIDUAL DIRECTOR INCLUDING INDEPENDENT DIRECTORS: BASED ON THEIR UNDERSTATING AND KNOWLEDGE OF THE COMPANY, COMMITMENT TO BOARD AND CONCERNED COMMITTEE(S), ADHERENCE TO CODE OF CONDUCT, POSSESSION OF SUFFICIENT SKILLS, EXPERTISE ETC., DEMONSTRATION OF LEVEL OF INTEGRITY ETC. AND ADDITIONALLY, FOR INDEPENDENT DIRECTORS, FULFILMENT OF THE INDEPENDENCE CRITERIA AS SPECIFIED IN THE ACT AND THE SEBI REGULATIONS, THEIR INDEPENDENCE FROM THE MANAGEMENT, ADHERENCE TO CODE OF CONDUCT FOR THEM ETC. – FOR EVALUATION OF CHAIRMAN OF THE BOARD: BASED ON HIS EFFECTIVE CONNECT WITH MD & CEO / CFO AND OTHER SENIOR MANAGEMENT, EFFICIENT AND EFFECTIVE LEADERSHIP, ENCOURAGEMENT ON ACTIVE PARTICIPATION AND SHARING OF OPINION BY OTHER BOARD MEMBERS, DEMONSTRATION OF HIGH-TEST LEVEL OF INTEGRITY ETC. THE BOARD OF DIRECTORS EXPRESSED THEIR SATISFACTION TOWARDS THE PROCESS FOLLOWED BY THE COMPANY FOR PERFORMANCE EVALUATION OF THE DIRECTORS, BOARD AS A WHOLE, ITS COMMITTEES AND THE CHAIRMAN OF THE BOARD. OUTCOME OF THE EVALUATION THE BOARD OF YOUR COMPANY WAS SATISFIED WITH THE FUNCTIONING OF THE BOARD AND ITS COMMITTEES. THE COMMITTEES ARE FUNCTIONING WELL AND BESIDES THE COMMITTEE’S TERMS OF REFERENCE, AS MANDATED BY LAW AND IMPORTANT ISSUES ARE BROUGHT UP AND DISCUSSED IN THE COMMITTEE MEETINGS. THE BOARD WAS ALSO SATISFIED WITH THE CONTRIBUTION OF DIRECTORS, IN THEIR RESPECTIVE CAPACITIES, WHICH REFLECTS THE OVERALL ENGAGEMENT OF THE INDIVIDUAL DIRECTORS. |