BOARD EVALUATION IS A FUNDAMENTAL ASPECT OF THE CORPORATE GOVERNANCE FRAMEWORK. IN LINE WITH THE PROVISIONS OF THE ACT, LISTING REGULATIONS, AND GOVERNANCE GUIDELINES, THE BOARD OF DIRECTORS CONDUCTS AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, AS WELL AS THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS. THE BOARD FIRMLY BELIEVES THAT A ROBUST BOARD EVALUATION CONTRIBUTES SIGNIFICANTLY TO CREATING GREATER VALUE FOR THE COMPANY AND ITS STAKEHOLDERS. THIS PROCESS INVOLVES A THOROUGH AND TRANSPARENT ASSESSMENT, FEEDBACK, AND USING THE EVALUATION RESULTS CONSTRUCTIVELY TO CONTINUALLY IMPROVE THE BOARD'S OVERALL EFFECTIVENESS WHILE OPTIMIZING THE STRENGTHS OF INDIVIDUAL MEMBERS. IN COLLABORATION WITH THE NOMINATION AND REMUNERATION COMMITTEE, THE BOARD ESTABLISHES A STRUCTURED FRAMEWORK, PROCESS, FORMAT, CRITERIA, ATTRIBUTES, AND QUESTIONNAIRES FOR EVALUATING THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRMAN, MANAGING DIRECTOR, ALL WHILE ALIGNING WITH THE BOARD’S PRIORITIES AND BEST PRACTICES. DURING THE YEAR, THE COMPANY CONDUCTED AN INTERNAL BOARD EVALUATION CYCLE, WHICH INCLUDED ASSESSMENTS OF THE BOARD AS A WHOLE, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS. THE PERFORMANCE OF THE DIRECTORS WAS EVALUATED BY GATHERING FEEDBACK FROM ALL DIRECTORS, EXCLUDING THE ONE BEING EVALUATED. THE PERFORMANCE OF THE COMMITTEES WAS ASSESSED BASED ON INPUTS FROM COMMITTEE MEMBERS, CONSIDERING CRITERIA SUCH AS UNDERSTANDING OF THE TERMS OF REFERENCE, COMMITTEE COMPOSITION, INDEPENDENCE, AND CONTRIBUTIONS TO BOARD DECISIONS. THE EVALUATION ALSO FOCUSED ON FACTORS SUCH AS A DIRECTOR'S KNOWLEDGE, UNDERSTANDING, AND COMMITMENT TO THEIR ROLE, ALIGNMENT WITH THE COMPANY'S VISION AND MISSION, MARKET POTENTIAL, QUALIFICATIONS, SKILLS, EXPERIENCE, AND OPENNESS IN COMMUNICATION. THESE CRITERIA ARE IN LINE WITH THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA. IN A SEPARATE MEETING, THE INDEPENDENT DIRECTORS EVALUATED THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE. THEY ALSO ASSESSED THE QUALITY, QUANTITY, AND TIMELINESS OF INFORMATION FLOW BETWEEN THE COMPANY MANAGEMENT AND THE BOARD, WHICH IS ESSENTIAL FOR EFFECTIVE DECISION-MAKING. ADDITIONALLY, THE CHAIRMAN'S PERFORMANCE WAS EVALUATED, CONSIDERING FEEDBACK FROM EXECUTIVE AND NON-INDEPENDENT DIRECTORS. THE PERFORMANCE OF INDEPENDENT DIRECTORS WAS ASSESSED BY THE ENTIRE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED. THE EVALUATION REPORT, WHICH INCLUDES AN EXECUTIVE SUMMARY AND KEY RECOMMENDATIONS, WAS SUBMITTED TO THE CHAIRMAN OF THE BOARD AND THE CHAIRMAN OF THE NOMINATION AND REMUNERATION COMMITTEE. THE BOARD WAS PLEASED WITH THE OVERALL PERFORMANCE AND EFFECTIVENESS OF ITS OPERATIONS. IT ACKNOWLEDGED THAT THE CLEAR DISTINCTION BETWEEN THE ROLES OF THE CHAIRMAN AND THE MANAGING DIRECTOR FOSTERS STRONG COLLABORATION, POSITIVELY IMPACTING THE COMPANY’S IMAGE AND PERFORMANCE. THE PROFESSIONAL AND TRANSPARENT CONDUCT OF BOARD AND COMMITTEE MEETINGS ENCOURAGES CONSTRUCTIVE DISCUSSIONS ON STRATEGIC ISSUES, ALIGNING WITH THE ORGANIZATION’S VALUES OF INTEGRITY AND FAIRNESS. |