PURSUANT TO THE PROVISIONS OF COMPANIES ACT, 2013, THE MEMBERS OF NOMINATION AND REMUNERATION COMMITTEE AND ALL THE INDEPENDENT DIRECTORS OF THE COMPANY HAVE CARRIED OUT AN EVALUATION OF ITS OWN PERFORMANCE, THE DIRECTORS INDIVIDUALLY AS WELL AS THE EVALUATION OF THE WORKING OF ALL ITS COMMITTEES. THE BOARD EVALUATION HAS BEEN CONDUCTED TO ASSESS THE FUNCTIONING OF THE BOARD, THE ADEQUACY OF ITS COMPOSITION AND COMMITTEES, THE EFFECTIVENESS OF BOARD PROCESSES AND COMMITTEE OPERATIONS, THE PREVAILING BOARD CULTURE, AND THE OVERALL EXECUTION AND PERFORMANCE OF THE BOARD’S RESPONSIBILITIES AND GOVERNANCE, INCLUDING THOSE OF ITS COMMITTEES. THE NRC LAID DOWN THE CRITERIA FOR EVALUATING THE PERFORMANCE OF EVERY DIRECTOR, COMMITTEES OF THE BOARD AND THE BOARD AS A WHOLE. THE COMPREHENSIVE EVALUATION OF THE BOARD’S PERFORMANCE AS A COLLECTIVE ENTITY WAS CONDUCTED, CONSIDERING VARIOUS CRITERIA SUCH AS ITS COMPOSITION, SIZE, SKILL AND EXPERIENCE DIVERSITY, MEETING STRUCTURE, EFFECTIVENESS OF DISCUSSIONS, DECISION-MAKING PROCESSES, FOLLOW-UP ACTIONS, INFORMATION QUALITY, GOVERNANCE MATTERS, PERFORMANCE ASSESSMENT, AND REPORTING BY THE DIFFERENT COMMITTEES ESTABLISHED BY THE BOARD. NRC PRESCRIBED A PEER EVALUATION METHODOLOGY BY WAY OF SET OF QUESTIONNAIRE TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS, COMMITTEE(S) OF THE BOARD, CHAIRMAN AND THE BOARD AS A WHOLE, AND THE BOARD CARRIED OUT THE PERFORMANCE EVALUATION AS PER THE METHODOLOGY. THE PERFORMANCE EVALUATION OF EACH INDIVIDUAL DIRECTOR WAS CONDUCTED, TAKING INTO ACCOUNT THEIR DEDICATION TO THE ROLE AND FIDUCIARY RESPONSIBILITIES AS A BOARD MEMBER, THEIR ATTENDANCE AND ACTIVE PARTICIPATION IN MEETINGS, THEIR ABILITY TO ENGAGE IN STRATEGIC AND INNOVATIVE THINKING, THEIR CONTRIBUTIONS AND PROFESSIONAL RECOMMENDATIONS, AND THEIR INVOLVEMENT AS CHAIRPERSONS OR MEMBERS OF VARIOUS COMMITTEES, AMONG OTHER RELEVANT FACTORS. THE PERFORMANCE OF KEY MANAGERIAL PERSONNEL (KMP) AND SENIOR MANAGEMENT PERSONNEL (SMP) WAS MEASURED AGAINST THEIR ACHIEVEMENT OF THE BUSINESS PLANS AS APPROVED BY THE BOARD DURING AND AT THE COMPLETION OF THE FINANCIAL YEAR. A PERFORMANCE EVALUATION HAS BEEN CARRIED OUT FOR ALL SMP FOR 2022-23, FOLLOWING THE CRITERIA OUTLINED IN ACCORDANCE WITH THE POLICY SET BY THE NRC. THE NRC HAS THE OVERALL RESPONSIBILITY FOR EVALUATING AND APPROVING THE COMPENSATION PLANS, POLICIES AND PROGRAMMES APPLICABLE TO SMP. |