ONE OF THE KEY FUNCTIONS OF THE BOARD IS TO MONITOR AND REVIEW THE BOARD EVALUATION FRAMEWORK. THE BOARD WORKS WITH THE HR, NOMINATION AND REMUNERATION COMMITTEE TO LAY DOWN THE EVALUATION CRITERIA FOR THE PERFORMANCE OF THE CHAIRMAN, THE BOARD, BOARD COMMITTEES, AND EXECUTIVE / NON-EXECUTIVE / INDEPENDENT DIRECTORS THROUGH PEER EVALUATION, EXCLUDING THE DIRECTOR BEING EVALUATED. IN COMPLIANCE WITH THE PROVISIONS OF THE ACT AND THE LISTING REGULATIONS, HR, NOMINATION AND REMUNERATION COMMITTEE HAS APPROVED THE PROCESS, ATTRIBUTES, CRITERIA, AND FORMAT FOR THE PERFORMANCE EVALUATION OF THE BOARD, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING THE CHAIRMAN AND MANAGING DIRECTOR & CEO. THE PROCESS PROVIDES THAT THE PERFORMANCE EVALUATION SHALL BE CARRIED OUT ON AN ANNUAL BASIS. FOR THE YEAR, THE DIRECTORS COMPLETED THE EVALUATION PROCESS WHICH INCLUDED EVALUATION OF THE BOARD AS A WHOLE, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING THE CHAIRMAN AND MD & CEO. THE EVALUATION PROCESS WAS FACILITATED BY AN INDEPENDENT LEADING CONSULTING FIRM. PERFORMANCE OF THE BOARD AND BOARD COMMITTEES WAS EVALUATED ON VARIOUS PARAMETERS SUCH AS STRUCTURE, COMPOSITION, QUALITY, DIVERSITY, EXPERIENCE, COMPETENCIES, PERFORMANCE OF SPECIFIC DUTIES AND OBLIGATIONS, QUALITY OF DECISION-MAKING AND OVERALL BOARD EFFECTIVENESS. PERFORMANCE OF INDIVIDUAL DIRECTORS INCLUDING THE INDEPENDENT DIRECTORS, WAS EVALUATED ON PARAMETERS SUCH AS STANDARDS OF ETHICS AND INTEGRITY, PARTICIPATION AND CONTRIBUTION, RESPONSIBILITY TOWARDS STAKEHOLDERS AND INDEPENDENT JUDGEMENT. THE CHAIRMAN AND MANAGING DIRECTOR & CEO WERE EVALUATED ON CERTAIN ADDITIONAL PARAMETERS SUCH AS PERFORMANCE OF THE COMPANY, LEADERSHIP, RELATIONSHIPS, AND COMMUNICATIONS. SOME OF THE PERFORMANCE INDICATORS BASED ON WHICH THE INDEPENDENT DIRECTORS WERE EVALUATED INCLUDE: • FULFILLMENT OF INDEPENDENCE CRITERIA AS SPECIFIED IN THE LISTING REGULATIONS AND THAT THE DIRECTOR IS INDEPENDENT FROM THE MANAGEMENT AND ACT IN THE BEST INTERESTS OF ALL THE STAKEHOLDERS. • BRING EXTERNAL EXPERTISE AND INDEPENDENT JUDGEMENT THAT CONTRIBUTES TO THE OBJECTIVITY OF THE BOARD’S DELIBERATION, PARTICULARLY ON ISSUES OF STRATEGY, PERFORMANCE, AND CONFLICT MANAGEMENT. ALL DIRECTORS PARTICIPATED IN THE EVALUATION SURVEY AND REVIEW WAS CARRIED OUT THROUGH A PEER-EVALUATION EXCLUDING THE DIRECTOR BEING EVALUATED. THE RESULT OF EVALUATION WAS DISCUSSED IN THE RESPECTIVE MEETINGS OF INDEPENDENT DIRECTORS, THE COMMITTEES AND THE BOARD HELD ON APRIL 26, 2023. THE BOARD REVIEWED THE PERFORMANCE OF THE BOARD, BOARD COMMITTEES, INDIVIDUAL DIRECTORS, CHAIRPERSON, MANAGING DIRECTOR & CEO AND REVIEWED THE SUGGESTIONS/ INPUTS OF INDEPENDENT DIRECTORS, HR, NOMINATION AND REMUNERATION COMMITTEE AND RESPECTIVE COMMITTEE’S CHAIRPERSON. RECOMMENDATIONS ARISING FROM THIS ENTIRE PROCESS WERE DELIBERATED UPON BY THE BOARD TO AUGMENT ITS EFFECTIVENESS AND OPTIMIZE THE INDIVIDUAL STRENGTHS OF THE DIRECTORS. |