| THE PERFORMANCE EVALUATION OF THE BOARD AS A WHOLE AS WELL AS THAT OF ITS COMMITTEES, DIRECTORS (INCLUDING INDEPENDENT DIRECTORS AND CHAIRMAN OF THE BOARD) IS CARRIED OUT BASED ON THE MANNER/CRITERIA FOR EVALUATION/ ASSESSMENT AS LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE. THE PERFORMANCE EVALUATION OF ALL DIRECTORS IS DONE ON A CONFIDENTIAL BASIS EXCLUDING THE CONCERNED DIRECTOR BEING EVALUATED. THE MAJOR CRITERIA FOR EVALUATION OF BOARD AS A WHOLE INTER-ALIA COVERS VARIOUS ASSESSMENT PARAMETERS WHICH COMPRISES OF COMPONENTS UNDER 8 BROAD HEADS VIZ. STRUCTURE AND COMPOSITION OF BOARD, BOARD CULTURE, BOARD PROCESSES AND PROCEDURES, BOARD EFFECTIVENESS, BOARD’S FUNCTIONING ON FINANCIAL REPORTING PROCESS, INCLUDING INTERNAL CONTROLS, BOARD AND MANAGEMENT, CONFLICT OF INTEREST AND COMPLIANCE AND REGULATIONS. SOME OF THE MAJOR PARAMETERS ON WHICH THE COMMITTEES WERE ASSESSED INTER-ALIA INCLUDED THE APPROPRIATENESS OF THEIR COMPOSITION, ROLES AND RESPONSIBILITIES, FREQUENCY AND DURATION OF MEETINGS AND FLOW OF INFORMATION TO THE COMMITTEES. MAJOR CRITERIA FOR EVALUATION OF CHAIRMAN INTER-ALIA COVERS CONDUCT OF BOARD MEETINGS, ABILITY TO ELICIT INPUTS FROM ALL BOARD MEMBERS AND STEER THE DISCUSSIONS TO A LOGICAL CONCLUSION, ACCESSIBILITY TO BOARD MEMBERS AND EFFECTIVENESS OF WORKING WITH THE BOARD AS A WHOLE AND BUILDING STRONG RELATIONSHIPS WITH BOARD MEMBERS, ENCOURAGING DISCUSSION AND DELIBERATIONS ON ALL IMPORTANT MATTERS, AND ACTIVE RESPONSE TO MANAGEMENT THINKING ETC. MAJOR CRITERIA FOR EVALUATION OF DIRECTORS (INCLUDING INDEPENDENT DIRECTORS) INTER-ALIA COVERS THE VARIOUS ASSESSMENT PARAMETERS LIKE ATTENDANCE AND PARTICIPATION DURING THE MEETINGS, THEIR ACTIVE CONTRIBUTION AND INDEPENDENT JUDGEMENT, COHESIVENESS, DISCUSSION/ DELIBERATION ON IMPORTANT MATTERS, UNDERSTANDING OF THE BANK, INPUTS ON PROVIDING STRATEGIC DIRECTION OF THE BANK ETC. DURING THE FINANCIAL YEAR ENDED MARCH 31, 2025, A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS WAS HELD AS REQUIRED UNDER THE PROVISIONS OF THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS TO REVIEW THE PERFORMANCE OF THE BOARD, NON-INDEPENDENT DIRECTORS (INCLUDING CHAIRMAN) AND THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD. FOR THE PERFORMANCE EVALUATION PROCESS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025, AS PER THE CRITERIA APPROVED BY THE NOMINATION AND REMUNERATION COMMITTEE, QUESTIONNAIRES FOR ASSESSMENT OF THE BOARD AS A WHOLE, SUB-COMMITTEES OF THE BOARD OF DIRECTORS AND INDIVIDUAL DIRECTORS, WERE DULY CIRCULATED TO THE DIRECTORS AND THE RESULTS OF THE SAME WERE PLACED BEFORE THE BOARD. ACCORDINGLY, THE PERFORMANCE EVALUATION PROCESS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025, HAS BEEN DULY COMPLETED AS PER THE PROVISIONS OF THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS. THE RE-APPOINTMENT OF A DIRECTOR (INCLUDING NON-EXECUTIVE DIRECTORS) IS ALWAYS BASED ON THE REPORT OF PERFORMANCE EVALUATION. |