|
| PURSUANT TO THE PROVISIONS OF THE ACT AND REGULATION 25(4) OF THE LISTING REGULATIONS, THE BOARD HAD CARRIED OUT THE ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE, INDIVIDUAL DIRECTORS AND OF ITS COMMITTEES AS PER THE GUIDANCE NOTE ISSUED BY SEBI VIDE ITS CIRCULAR SEBI/HO CFD/CMD/CIR/2017/004 DATED JANUARY 5, 2017. THE AREAS EVALUATED WERE THE BOARD’S FUNCTIONING SUCH AS ADEQUACY OF THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, BOARD CULTURE, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS, COMPLIANCE AND GOVERNANCE, ETC. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD EXCLUDING THE DIRECTORS BEING EVALUATED. THE PERFORMANCE EVALUATION OF THE CHAIRPERSON AND THE NON-INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS. THE DIRECTORS EXPRESSED THEIR SATISFACTION OVER THE EVALUATION PROCESS. |
| AS REQUIRED UNDER THE PROVISIONS OF THE ACT AND THE LISTING REGULATIONS, THE BOARD HAS CARRIED OUT AN ANNUAL EVALUATION OF I. BOARD’S PERFORMANCE II. COMMITTEES OF THE BOARD III. CHAIRPERSON OF THE BOARD AND IV. INDIVIDUAL DIRECTORS. THE NOMINATION AND REMUNERATION COMMITTEE HAS DEFINED THE EVALUATION CRITERIA, PROCEDURE AND TIME SCHEDULE FOR THE PERFORMANCE EVALUATION PROCESS FOR THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRMAN OF THE COMPANY. THE ABOVE CRITERIA ARE BROADLY BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA FROM TIME TO TIME. FOR EVALUATING THE BOARD AS A WHOLE, VIEWS WERE SOUGHT FROM THE DIRECTORS ON VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING SUCH AS DEGREE OF FULFILMENT OF KEY RESPONSIBILITIES, BOARD STRUCTURE AND COMPOSITION, ESTABLISHMENT, DELINEATION OF RESPONSIBILITIES TO VARIOUS COMMITTEES, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, BOARD CULTURE AND DYNAMICS, QUALITY OF RELATIONSHIP BETWEEN THE BOARD AND THE MANAGEMENT. SIMILARLY, VIEWS FROM THE DIRECTORS WERE ALSO SOUGHT ON PERFORMANCE OF INDIVIDUAL DIRECTORS COVERING VARIOUS ASPECTS SUCH AS ATTENDANCE AND CONTRIBUTION AT THE BOARD/COMMITTEE MEETINGS AND GUIDANCE/ SUPPORT TO THE MANAGEMENT OUTSIDE BOARD/COMMITTEE MEETINGS. IN ADDITION, THE CHAIRMAN WAS ALSO EVALUATED ON KEY ASPECTS OF HIS ROLE, INCLUDING SETTING THE STRATEGIC AGENDA OF THE BOARD, ENCOURAGING ACTIVE ENGAGEMENT BY ALL BOARD MEMBERS AND PROMOTING EFFECTIVE RELATIONSHIPS AND OPEN COMMUNICATION, COMMUNICATING EFFECTIVELY WITH ALL STAKEHOLDERS AND MOTIVATING AND PROVIDING GUIDANCE TO THE EXECUTIVE DIRECTOR. AREAS ON WHICH THE COMMITTEES OF THE BOARD WERE ASSESSED INCLUDED DEGREE OF FULFILMENT OF KEY RESPONSIBILITIES, ADEQUACY OF COMMITTEE COMPOSITION, EFFECTIVENESS OF MEETINGS, COMMITTEE DYNAMICS AND QUALITY OF RELATIONSHIP OF THE COMMITTEE WITH THE BOARD AND THE MANAGEMENT. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD. THE PERFORMANCE EVALUATION OF THE CHAIRMAN AND THE NON-INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS WHO ALSO REVIEWED THE PERFORMANCE OF THE BOARD AS A WHOLE. THE NOMINATION AND REMUNERATION COMMITTEE ALSO REVIEWED THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS. |
| PURSUANT TO THE PROVISIONS OF THE ACT AND REGULATION 25(4) OF THE LISTING REGULATIONS, THE BOARD HAD CARRIED OUT THE ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE, INDIVIDUAL DIRECTORS AND OF ITS COMMITTEES AS PER THE GUIDANCE NOTE ISSUED BY SEBI VIDE ITS CIRCULAR SEBI / HO CFD/CMD/CIR/2017/004 DATED JANUARY 5, 2017. THE AREAS EVALUATED WERE THE BOARD’S FUNCTIONING SUCH AS ADEQUACY OF THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, BOARD CULTURE, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS, COMPLIANCE AND GOVERNANCE, ETC. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD EXCLUDING THE DIRECTORS BEING EVALUATED. THE PERFORMANCE EVALUATION OF THE CHAIRPERSON AND THE NON-INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS. THE DIRECTORS EXPRESSED THEIR SATISFACTION OVER THE EVALUATION PROCESS. |