IN TERMS OF REQUIREMENTS OF THE ACT READ WITH THE RULES ISSUED THEREUNDER AND THE LISTING REGULATIONS, THE BOARD CARRIED OUT THE ANNUAL PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS AS A WHOLE, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS. YOUR COMPANY BELIEVES THAT THE PROCESS OF PERFORMANCE EVALUATION AT THE BOARD LEVEL IS PIVOTAL TO ITS BOARD ENGAGEMENT AND EFFECTIVENESS. CRITERIA FOR BOARD EVALUATION IS DULY APPROVED BY N&RC. PERFORMANCE EVALUATION IS FACILITATED BY THE CHAIRMAN OF THE BOARD WHO IS SUPPORTED BY THE CHAIRMAN OF N&RC. THE PROCESS OF BOARD EVALUATION IS CONDUCTED THROUGH STRUCTURED QUESTIONNAIRES FOR THE BOARD AS A WHOLE, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS AND HAS BEEN UNDERTAKEN DIGITALLY. THE PARAMETERS FOR PERFORMANCE EVALUATION OF THE BOARD INTER ALIA INCLUDES THE COMPOSITION OF THE BOARD, PROCESS OF APPOINTMENT TO THE BOARD OF DIRECTORS, COMMON UNDERSTANDING OF THE ROLES AND RESPONSIBILITIES OF THE BOARD MEMBERS, TIMELINES FOR CIRCULATING BOARD PAPERS, CONTENT AND QUALITY OF THE INFORMATION PROVIDED TO THE BOARD, ATTENTION TO THE COMPANY’S LONG-TERM STRATEGIC ISSUES, EVALUATING STRATEGIC RISKS, OVERSEEING AND GUIDING ACQUISITIONS, STRENGTHS OF BOARD MEMBERS AND THEIR CONTRIBUTION TO GOVERNANCE ETC. THE PERFORMANCE INDICATORS FOR THE COMMITTEES INTER ALIA INCLUDES UNDERSTANDING THE TERMS OF REFERENCE, ADHERENCE TO THE CHARTERS, THE EFFECTIVENESS OF DISCUSSIONS AT THE COMMITTEE MEETINGS, THE INFORMATION PROVIDED TO THE COMMITTEE TO DISCHARGE ITS DUTIES/ OBLIGATIONS AND PERFORMANCE OF THE COMMITTEE, SUPPORT PROVIDED TO THE BOARD VISÀ- VIS ITS RESPONSIBILITIES. PERFORMANCE OF INDIVIDUAL DIRECTORS WAS EVALUATED BASED ON PARAMETERS SUCH AS ATTENDANCE AT THE MEETING(S), CONTRIBUTION TO BOARD DELIBERATIONS, ENGAGEMENT WITH COLLEAGUES ON THE BOARD, ABILITY TO GUIDE THE COMPANY IN KEY MATTERS, KNOWLEDGE, AND UNDERSTANDING OF RELEVANT AREAS, AND RESPONSIBILITY TOWARDS STAKEHOLDERS. ALL THE DIRECTORS WERE SUBJECT TO SELF-EVALUATION AND PEER EVALUATION. THE PERFORMANCE OF THE INDEPENDENT DIRECTORS WAS EVALUATED TAKING INTO ACCOUNT THE ABOVE FACTORS AS WELL AS INDEPENDENT DECISION-MAKING AND NON-CONFLICT OF INTEREST. FURTHER, THE EVALUATION PROCESS WAS BASED ON THE AFFIRMATION RECEIVED FROM THE INDEPENDENT DIRECTORS THAT THEY MEET THE INDEPENDENCE CRITERIA AS REQUIRED UNDER THE ACT AND THE LISTING REGULATIONS. IN ADDITION TO THE QUESTIONNAIRES, DETAILED ONE-ON-ONE IN-SIGHTING WAS CARRIED OUT BY THE CHAIRPERSON OF THE N&RC WITH INDIVIDUAL BOARD MEMBERS. A QUANTITATIVE ANALYSIS AND BOARD EFFECTIVENESS BRIEF WITH IN-SIGHTING FEEDBACK AND TRENDS WAS SHARED BY THE CHAIRPERSON OF THE N&RC TO ALL THE BOARD MEMBERS. THEREAFTER, THE FOLLOWING PROCESS WAS FOLLOWED TO ASSIMILATE AND PROCESS THE FEEDBACK: • A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS WAS HELD ON NOVEMBER 28, 2022 WHEREIN PERFORMANCE OF NON-INDEPENDENT DIRECTORS INCLUDING THE MD AND CEO, CHAIRMAN OF THE BOARD AND OF THE BOARD AS A WHOLE WAS EVALUATED; • THE ENTIRE BOARD DISCUSSED THE FINDINGS OF THE EVALUATION WITH THE INDEPENDENT DIRECTORS AND ALSO EVALUATED THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS INCLUDING THE MD AND CEO, THE BOARD AS A WHOLE AND ALL COMMITTEES OF THE BOARD;AND • AS AN OUTCOME OF THE ABOVE PROCESS, INDIVIDUAL FEEDBACK WAS SHARED WITH EACH DIRECTOR. THE BOARD EVALUATION DISCUSSION WAS FOCUSED ON HOW TO MAKE THE BOARD MORE EFFECTIVE AS A COLLECTIVE BODY IN THE CONTEXT OF THE BUSINESS AND THE EXTERNAL ENVIRONMENT IN WHICH THE COMPANY FUNCTIONS. FROM TIME TO TIME DURING THE YEAR, THE BOARD WAS APPRISED OF RELEVANT BUSINESS ISSUES AND RELATED OPPORTUNITIES AND RISKS. THE BOARD DISCUSSED VARIOUS ASPECTS OF ITS FUNCTIONING AND THAT OF ITS COMMITTEES SUCH AS STRUCTURE, COMPOSITION, MEETINGS, FUNCTIONS AND INTERACTION WITH MANAGEMENT AND WHAT NEEDS TO BE DONE TO FURTHER AUGMENT THE EFFECTIVENESS OF THE BOARD’S FUNCTIONING. THE OVERALL ASSESSMENT OF THE BOARD WAS THAT IT WAS FUNCTIONING AS A COHESIVE BODY INCLUDING THE COMMITTEES OF THE BOARD. THEY WERE FUNCTIONING WELL WITH PERIODIC REPORTING BY THE COMMITTEES TO THE BOARD ON THE WORK DONE AND PROGRESS MADE DURING THE REPORTING PERIOD. THE BOARD ALSO NOTED THAT THE ACTIONS IDENTIFIED IN THE PAST QUESTIONNAIRES BASED EVALUATIONS HAD BEEN ACTED UPON. DURING F.Y. 2022-23, THE COMPANY ACTIONED THE FEEDBACK FROM THE BOARD EVALUATION PROCESS CONDUCTED IN F.Y. 2021-22. THE BOARD NOTED THE KEY IMPROVEMENT AREAS EMERGING FROM THIS EXERCISE IN F.Y. 2022-23 AND ACTION PLANS TO ADDRESS THE SAME ARE IN PROGRESS. THESE INCLUDE STRENGTHENING THE SUCCESSION PLANNING FOR KEY POSITIONS, IMPROVING THE TALENT MANAGEMENT PROCESS WITH SPECIFIC FOCUS ON STRENGTHENING TOP TALENT PIPELINE, IMPROVING THE ATTRITION RATE, BUSINESS STRATEGY AND ANNUAL PLAN ETC. |