| IN LINE WITH THE COMPANIES ACT, 2013 AND THE SEBI (LODR) REGULATIONS, 2015, THE COMPANY UNDERTOOK ITS ANNUAL PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS. THIS ASSESSMENT IS CRUCIAL FOR REINFORCING GOOD GOVERNANCE PRACTICES AND ENHANCING THE EFFECTIVENESS OF THE BOARD. THE EVALUATION COVERED THE OVERALL FUNCTIONING OF THE BOARD AND COMMITTEES, AS WELL AS THE CONTRIBUTIONS OF INDIVIDUAL DIRECTORS. KEY PARAMETERS INCLUDED STRATEGIC ALIGNMENT, REGULATORY COMPLIANCE, ROLE CLARITY, PARTICIPATION, AND THE EXERCISE OF INDEPENDENT JUDGMENT. TO ENSURE TRANSPARENCY AND OBJECTIVITY, THE COMPANY ENGAGED AN EXTERNAL AGENCY, M/S GBAB & ASSOCIATES, TO INDEPENDENTLY VALIDATE THE EVALUATION PROCESS. THE CERTIFICATION PROVIDED BY THE FIRM IS ATTACHED AS ANNEXURE-I. THIS EVALUATION EXERCISE WAS CARRIED OUT THROUGH A STRUCTURED ASSESSMENT FRAMEWORK COVERING VARIOUS KEY ASPECTS SUCH AS BOARD AND COMMITTEE COMPOSITION, EXPERIENCE AND SKILLSETS, PERFORMANCE OF ASSIGNED ROLES AND RESPONSIBILITIES, PARTICIPATION IN MEETINGS, INDEPENDENT JUDGMENT, AND GOVERNANCE CONTRIBUTIONS. THIS EVALUATION FRAMEWORK IS DESIGNED TO ENSURE AN OBJECTIVE, CONSISTENT, AND MEANINGFUL REVIEW. A BRIEF OUTLINE OF THE EVALUATION CRITERIA IS PROVIDED BELOW: SL. NO. CATEGORY EVALUATION CRITERIA 1. BOARD OF DIRECTORS EVALUATED BASED ON FACTORS SUCH AS PARTICIPATION INPUTS AND ENGAGEMENT, SKILL DIVERSITY, STRATEGIC AGENDA SETTING, PERFORMANCE, RISK AND STRATEGY, STAKEHOLDER ENGAGEMENT, ETHICAL STANDARDS, REGULATORY COMPLIANCE, ACUMEN, AND CONTINUOUS LEARNING. 2. BOARD COMMITTEES ASSESSED ON CRITERIA INCLUDING APPROPRIATE SIZE, MEMBER DIVERSITY AND EXPERTISE, CLARITY OF ROLE AND MANDATE, INDEPENDENCE, PROCEDURAL ROBUSTNESS, POLICY GUIDANCE, RISK OVERSIGHT, QUALITY OF RECOMMENDATIONS, FREQUENCY AND EFFECTIVENESS OF MEETINGS, AND ADEQUACY OF RESOURCES AND SUPPORT. 3. INDEPENDENT DIRECTORS EVALUATED ON PARTICIPATION QUALITY, ETHICAL CONDUCT, CONFIDENTIALITY, DOMAIN KNOWLEDGE, PREPARATION FOR MEETINGS, OBJECTIVITY IN JUDGMENT, ROLE CLARITY, ADHERENCE TO THE CODE OF CONDUCT, ABILITY TO PROVIDE UNBIASED INPUTS, AND COMMITMENT TO GOVERNANCE RESPONSIBILITIES. 4. EXECUTIVE DIRECTORS REVIEWED BASED ON ACTIVE INVOLVEMENT IN DISCUSSIONS, INTEGRITY, DOMAIN EXPERTISE, ROLE CLARITY, STRATEGIC AND OPERATIONAL INSIGHT, ACHIEVEMENT OF FINANCIAL AND BUSINESS GOALS, LEADERSHIP WITHIN THE ORGANIZATION, POLICY ADVOCACY, TRANSPARENCY, TEAM BUILDING, STAKEHOLDER RELATIONS, AND OVERALL CONTRIBUTION TO GROWTH. 5. CHAIRPERSON ASSESSED ON LEADERSHIP EFFECTIVENESS, MEETING FACILITATION, BALANCED PARTICIPATION, DOMAIN KNOWLEDGE, STRATEGIC INSIGHT, ABILITY TO PROMOTE OPEN DIALOGUE, COMMUNICATION EFFECTIVENESS, FAIRNESS IN DELIBERATIONS, BUILDING SHAREHOLDER CONFIDENCE, AND COMMITMENT TO FOSTERING AN INCLUSIVE AND TRANSPARENT GOVERNANCE CULTURE. A STRUCTURED QUESTIONNAIRE WAS CIRCULATED AMONG THE BOARD MEMBERS TO FACILITATE THE EVALUATION PROCESS. ALL DIRECTORS ACTIVELY PARTICIPATED IN THE SURVEY, WHICH WAS CONDUCTED THROUGH A PEER REVIEW MECHANISM, ENSURING THAT EACH DIRECTOR WAS EXCLUDED FROM EVALUATING THEMSELVES. THE SECRETARIAL DEPARTMENT COMPILED THE RESPONSES, AND THE CONSOLIDATED FINDINGS WERE SUBSEQUENTLY PRESENTED TO THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD. FOLLOWING DELIBERATIONS, THE BOARD REVIEWED THE OUTCOMES AND FINALIZED AN APPROPRIATE ACTION PLAN FOR IMPROVEMENT AND FOLLOW-UP. |