| WE BELIEVE THAT FOR AN EFFECTIVE BOARD, IMPROVED BOARD PRACTICES AND THE PERFORMANCE OF ITS MEMBERS, THERE NEEDS NEEDS TO BE A STRONG AND ROBUST PROCESS OF FEEDBACK THROUGH AN ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS. THIS ALSO HELPS THE BOARD IN PROVIDING CONSTRUCTIVE AND CANDID FEEDBACK AND UNDERSTANDING THE RIGHT MIX OF BACKGROUND AND COMPETENCES, WORK ON WEAKNESS AND LEVERAGE ON STRENGTHS. IN COMPLIANCE WITH THE PROVISIONS OF THE ACT, THE NOMINATION AND REMUNERATION COMMITTEE HAD APPROVED THE PROCESS, FORMAT (DETAILED QUESTIONNAIRES), ATTRIBUTES AND CRITERIA FOR THE PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING THE CHAIRPERSON. THE PROCESS PROVIDES THAT THE PERFORMANCE EVALUATION SHALL BE CARRIED OUT ON AN ANNUAL BASIS. THE CRITERIA FOR PERFORMANCE EVALUATION INCLUDES, INTER ALIA, RELEVANT EXPERIENCE AND SKILLS, PREPAREDNESS AND CONSTRUCTIVE CONTRIBUTIONS, PARTICIPATION IN STRATEGIC LONG-TERM PLANNING, INTEGRITY, FOCUS ON SHAREHOLDER VALUE CREATION, MONITORING CORPORATE GOVERNANCE PRACTICES AND BOARD/COMMITTEE CULTURE AND DYNAMICS. DURING THE FINANCIAL YEAR, THE BOARD HAD COMPLETED THE EVALUATION PROCESS, WHICH INCLUDED EVALUATION OF THE BOARD AS A WHOLE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING THE CHAIRPERSON, CARRIED OUT BY WAY OF AN INTERNAL ASSESSMENTS BASED ON COMBINATION OF A DETAILED QUESTIONNAIRE AND THROUGH VERBAL DISCUSSIONS. B. EVALUATION CRITERIA BOARD: DIVERSITY, COMPOSITION, STRUCTURE, EFFECTIVENESS OF BOARD MEETINGS, BOARD MEETING PRACTICES, PERFORMANCE OF SPECIFIC DUTIES, BALANCED APPROACH ON DEVOTION OF TIME. BOARD COMMITTEES: COMPOSITION, DIVERSITY, SKILLS, EXPERIENCE, EFFECTIVENESS OF PERFORMANCE BASIS THE CHARTER, DECISION MAKING AND CONTRIBUTION TO THE BOARD. INDIVIDUAL DIRECTORS: DEVOTION OF TIME, CONTRIBUTION AT THE MEETING, ATTENDANCE, QUALITY OF INPUTS, LEADERSHIP SKILLS, ABILITY TO BRING IN DIFFERENT PERSPECTIVES, INDEPENDENT JUDGMENT, KNOWLEDGE, SKILLS ,ETC. INDEPENDENT DIRECTORS: THE INDEPENDENT DIRECTORS ARE ADDITIONALLY EVALUATED ON INDEPENDENCE, EXPERTISE, OUTSIDE IN PERSPECTIVE, GUIDANCE, CONTRIBUTION TO THE BOARD EFFECTIVENESS. CEO: LEADERSHIP SKILLS, ACHIEVEMENT OF STRATEGIC GOALS AND TARGETS, BUSINESS PERFORMANCE, TALENT AND LEADERSHIP MANAGEMENT. CHAIRPERSON: THE CHAIRPERSON IS ADDITIONALLY EVALUATED ON VISION, STRATEGIC THINKING, MODERATION CAPABILITIES AT THE MEETINGS, ENCOURAGING PARTICIPATION OF ALL THE BOARD MEMBERS. C. OUTCOME ALL THE DIRECTORS PARTICIPATED IN THE EVALUATION PROCESS. THE BOARD OF DIRECTORS WERE SATISFIED WITH THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS AND NOTED THAT THERE IS AN ADEQUATE FLOW OF INFORMATION FROM COMPANY TO THE BOARD AND THE SUGGESTIONS AND RECOMMENDATIONS GIVEN BY THE BOARD ARE CONSIDERED FOR FOLLOW UP ACTIONS AND TO OPTIMIZE ITS EFFECTIVENESS. THE BOARD COMMITTEES ARE WELL MANAGED, FUNCTIONING ADEQUATELY AND THE MEETINGS ARE HELD ON A TIMELY BASIS GIVING ATTENTION TO EACH AGENDA ITEM. |