PURSUANT TO THE PROVISIONS OF THE ACT AND THE SEBI LODR REGULATIONS, AN EVALUATION PROCESS IS CARRIED OUT ON AN ANNUAL BASIS TO EVALUATE THE PERFORMANCE OF THE BOARD AND THE BOARD COMMITTEES, THE CHAIRMAN OF THE BOARD AND ALL DIRECTORS, INCLUDING INDEPENDENT DIRECTORS. THE EVALUATION IS AIMED AT IMPROVING THE EFFECTIVENESS OF ALL THESE CONSTITUENTS AND ENHANCING THEIR CONTRIBUTION TO THE FUNCTIONING OF THE BOARD. FOR FY 2023 ON THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE, AN INDEPENDENT EXTERNAL EXPERT IN BOARD EVALUATION, WAS ENGAGED BY THE MANAGEMENT TO UNDERTAKE SUCH EVALUATION. HE CARRIED OUT THE EXERCISE THROUGH QUESTIONNAIRES, BOTH NUMERIC AS WELL AS QUALITATIVE, THAT WERE SENT DIRECTLY TO THE BOARD MEMBERS ON A CONFIDENTIAL BASIS. THE INDEPENDENT EXTERNAL EXPERT ALSO HAD INDIVIDUAL CONVERSATIONS WITH EACH BOARD MEMBER AND DEVELOPED SEPARATE EVALUATION REPORTS. SUBSEQUENTLY, THE INDEPENDENT EXTERNAL EXPERT COLLATED REPORTS FOR (A) THE BOARD AS A WHOLE, (B) CHAIRMAN OF THE BOARD, (C) INDIVIDUAL DIRECTORS, BOTH INDEPENDENT AND NON- INDEPENDENT, AND (D) FOR EACH OF THE BOARD COMMITTEES SEPARATELY. THE ASSESSMENT OF INDIVIDUAL DIRECTORS WAS SENT SEPARATELY TO THE CONCERNED DIRECTORS. THE RESULTS OF EVALUATION OF THE BOARD AND ITS VARIOUS COMMITTEES WERE SUBSEQUENTLY DISCUSSED BY THE BOARD AT ITS MEETING AND THE AREAS FOR IMPROVEMENT OF THE FUNCTIONING OF THE BOARD AND COMMITTEES WERE NOTED. IN A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS, PERFORMANCE OF THE NON-INDEPENDENT DIRECTORS, CHAIRMAN OF THE BOARD AND THE BOARD AS A WHOLE WAS ALSO DISCUSSED, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. |