PURSUANT TO THE PROVISIONS OF THE ACT, LISTING REGULATIONS AND THE GOVERNANCE GUIDELINES, THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES, AND THAT OF INDIVIDUAL DIRECTORS. THE NOMINATION AND REMUNERATION COMMITTEE APPROVED A FRAMEWORK IN THE FORM OF A QUESTIONNAIRE FOR ANNUAL EVALUATION OF THE BOARD, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS. DURING THE YEAR, BOARD EVALUATION CYCLE WAS COMPLETED BY THE COMPANY INTERNALLY WHICH INCLUDED THE EVALUATION OF THE BOARD AS A WHOLE, BOARD COMMITTEES AND OF THE DIRECTORS. THE PERFORMANCE OF THE DIRECTORS WAS EVALUATED AFTER SEEKING INPUTS FROM ALL THE DIRECTORS OTHER THAN THE ONE WHO IS BEING EVALUATED AND THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED AFTER SEEKING THE INPUTS OF COMMITTEE MEMBERS ON THE CRITERIA SUCH AS UNDERSTANDING THE TERMS OF REFERENCE, COMMITTEE COMPOSITION, INDEPENDENCE, CONTRIBUTIONS TO BOARD DECISIONS, ETC. THE EVALUATION WAS ALSO BASED ON THE CRITERIA SUCH AS DIRECTOR’S KNOWLEDGE, UNDERSTANDING AND COMMITMENT OF THEIR ROLE, COMPANY’S VISION AND MISSION, MARKET POTENTIAL, QUALIFICATION, SKILL AND EXPERIENCE, OPENNESS IN COMMUNICATION, ETC. THE ABOVE CRITERIA ARE AS PROVIDED BY THE GUIDANCE NOTE ON THE BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE WAS EVALUATED. THE INDEPENDENT DIRECTORS IN THE SAID MEETING ALSO EVALUATED THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. ADDITIONALLY, THE CHAIRMAN OF THE BOARD WAS ALSO EVALUATED ON KEY ASPECTS OF HIS ROLE, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-INDEPENDENT DIRECTORS IN THE AFORESAID MEETING. THE PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. THE EVALUATIONS WERE THEN DISCUSSED IN THE BOARD MEETING, THE MEETING OF THE INDEPENDENT DIRECTORS AND AT NOMINATION AND REMUNERATION COMMITTEE. THE BOARD EVALUATION REPORT IS SUBMITTED TO THE CHAIRMAN OF THE BOARD AND THE CHAIRMAN OF NOMINATION AND REMUNERATION COMMITTEE. THE CHAIRMAN OF THE BOARD DISCUSSED THE OUTCOME OF EVALUATION OF THE INDIVIDUAL DIRECTORS SEPARATELY WITH THEM IN DETAIL. THE EVALUATION REPORT CONTAINS AN EXECUTIVE SUMMARY OF FINDINGS AND SEVERAL KEY RECOMMENDATIONS FROM THE EVALUATION PROCESS. THE REPORT OF THE BOARD EVALUATION WERE ADOPTED BY THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD. IN THE EVALUATION OF THE BOARD AND ITS COMMITTEES, THE FOLLOWING MAJOR OBSERVATIONS/SUGGESTIONS EMERGED • THERE SHOULD BE A STRONG FOCUS ON COMPLIANCE AND GOVERNANCE, GOOD ENGAGEMENT ON KEY BUSINESS ISSUES, AND INCREASING FOCUS ON THE CORE BUSINESS; • THE BOARD NEEDED TO CONSIDER TALENT ACROSS VARIOUS FUNCTIONS INCLUDING MANAGEMENT, TECHNICAL AND OPERATIONAL FOR STRATEGIZING THE COMPANY TO THE NEXT LEVEL. • THE BOARD SHOULD ENSURE THAT THE COMPANY FOLLOWS A POLICY OF ZERO TOLERANCE FOR ALL ETHICAL VIOLATIONS OR MISCONDUCTS AND AN INCREASED FOCUS ON SAFETY IS ESSENTIAL AND SHOULD BE EMPHASIZED ACROSS THE COMPANY; • THE BOARD ALSO NOTED THAT GIVEN THE CHANGING EXTERNAL ENVIRONMENT THE COMPANY SHOULD BE PREPARED FOR ANY LIKELY DISRUPTION. • THE BOARD AGREED THAT THE ORGANIZATION WAS FOCUSED IN THE RIGHT DIRECTION OF CREATING A ‘PURPOSE-DRIVEN’ ORGANISATION. • THE NEED FOR HAVING BETTER UNDERSTANDING OF COMPETITIVE LANDSCAPE IN A DYNAMIC BUSINESS ENVIRONMENT AND IMPORTANCE OF BEING UPDATED IN THE EMERGING TECHNOLOGY AREAS RELEVANT FOR THE COMPANY. |