THE BOARD OF DIRECTORS OF THE COMPANY, BASED ON RECOMMENDATION OF THE BOARD NOMINATION AND REMUNERATION COMMITTEE, HAS ADOPTED THE PERFORMANCE EVALUATION FRAMEWORK WHICH LAYS DOWN GUIDELINES FOR ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE(S), CHAIRPERSON AND INDIVIDUAL DIRECTOR(S) ("THE FRAMEWORK") IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE ACT, SEBI LISTING REGULATIONS AND IN LINE WITH GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SEBI ON JANUARY 5, 2017, AND IRDAI CG REGULATIONS. THE PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE(S), CHAIRPERSON AND INDIVIDUAL DIRECTOR(S) IS CARRIED OUT BASED ON THE EVALUATION CRITERIA AS DEFINED UNDER THE FRAMEWORK ADOPTED BY THE BOARD, ON AN ANNUAL BASIS. SOME OF THE KEY FACTORS AGAINST WHICH THE BOARD’S PERFORMANCE IS ASSESSED: • DISCHARGE OF RESPONSIBILITIES AND OBLIGATIONS • PROVIDING STRATEGIC DIRECTION • EFFECTIVENESS IN OVERSEEING THE MATERIAL ISSUES • QUALITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE MANAGEMENT AND THE BOARD FOR DECISION-MAKING DURING THE YEAR UNDER REVIEW, THE PERFORMANCE EVALUATION BASED ON THE FRAMEWORK ADOPTED BY THE COMPANY WAS COMPLETED THROUGH A SECURE WEB-BASED PORTAL WHICH INCLUDED THE PERFORMANCE EVALUATION OF THE BOARD AS A WHOLE, BOARD COMMITTEE(S), THE CHAIRPERSON AND INDIVIDUAL DIRECTOR(S). THE EXERCISE WAS LED BY THE CHAIRPERSON OF THE BOARD NOMINATION AND REMUNERATION COMMITTEE ALONG WITH CHAIRPERSON OF THE BOARD. ALL THE DIRECTORS OF THE COMPANY PARTICIPATED IN THE EVALUATION PROCESS. THE PERFORMANCE OF THE BOARD IS ASSESSED BASIS ITS ROLES, RESPONSIBILITIES AND OBLIGATIONS, COMPOSITION, STRUCTURE AND PROCESSES, CULTURE AND COMMUNICATION, RELATIONSHIP WITH STAKEHOLDERS, RISK MANAGEMENT AND COMPLIANCE MONITORING, OPENNESS AND TRANSPARENCY IN BOARD ROOM ENGAGEMENTS, DISCUSSION AND GUIDANCE ON STRATEGIC ISSUES, PERFORMANCE ON KEY AREAS, PROVIDING FEEDBACK TO EXECUTIVE MANAGEMENT, RESPONSIVENESS TO EVOLVING BUSINESS AND REGULATORY LANDSCAPES, EXPERIENCE AND DIVERSITY ON THE BOARD, ROBUST SUCCESSION PLAN, QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE MANAGEMENT AND THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. THE PERFORMANCE EVALUATION OF THE BOARD COMMITTEE(S) IS BASED ON ASSESSMENT OF THE CLARITY WITH WHICH THEIR MANDATE IS DEFINED, EFFECTIVE DISCHARGE OF TERMS OF REFERENCE AND ASSESSING EFFECTIVENESS OF CONTRIBUTION OF THEIR DELIBERATION/RECOMMENDATION TO THE FUNCTIONING/DECISIONS OF THE BOARD. THE PERFORMANCE EVALUATION CRITERIA FOR THE CHAIRPERSON OF THE BOARD BESIDES THE CRITERIA FOR ASSESSMENT OF ALL DIRECTORS, FOCUSSES INCREMENTALLY ON LEADERSHIP ABILITIES, EFFECTIVE MANAGEMENT OF MEETINGS, PRESERVATION OF INTEREST OF STAKEHOLDERS, ABILITY TO GUIDE THE COMPANY IN KEY/STRATEGIC MATTERS AND KNOWLEDGE & UNDERSTANDING OF RELEVANT AREAS. THE PERFORMANCE EVALUATION OF DIRECTOR(S) IS ASSESSED ON THE BASIS OF THEIR PARTICIPATION, CONTRIBUTION AND GUIDANCE TO THE BOARD AND UNDERSTANDING OF AREAS IN THEIR CAPACITY AS THE MEMBER OF THE RESPECTIVE COMMITTEE(S). THE BOARD NOMINATION AND REMUNERATION COMMITTEE EVALUATED PERFORMANCE OF THE BOARD AS A WHOLE AND INDIVIDUAL DIRECTOR(S) INCLUDING CHAIRPERSON OF THE BOARD. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NONINDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND CHAIRPERSON OF THE BOARD WAS EVALUATED TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NONEXECUTIVE DIRECTORS. AT THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS AND MEETING OF THE BOARD NOMINATION AND REMUNERATION COMMITTEE, THE PERFORMANCE OF THE BOARD, ITS COMMITTEE(S) AND INDIVIDUAL DIRECTOR(S) WAS ALSO DISCUSSED. THE COMPANY HAS TAKEN VARIOUS INITIATIVES FROM TIME TO TIME BASIS RECOMMENDATIONS OF THE DIRECTORS, IN A TIMELY MANNER. DURING THE YEAR, THE COMPANY HAS CONTINUED TO MAINTAIN ITS MARKET LEADERSHIP AND HAS ALSO IMPLEMENTED VARIOUS STRATEGIC INITIATIVES TO ENHANCE ITS DIGITAL INFRASTRUCTURE AND CYBER SECURITY MEASURES. THESE INITIATIVES INCLUDE THE FORMATION OF AN INFORMATION TECHNOLOGY STRATEGY COMMITTEE TO REVIEW IT AND CYBER RISKS, OVERSEE DIGITAL TRANSFORMATION. THE COMPANY HAS EMBRACED CUTTING-EDGE TECHNOLOGIES SUCH AS ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING, AS WELL AS CHAT BOTS, TO PROVIDE CUSTOMERS WITH AN ENHANCED EXPERIENCE AT EVERY STAGE OF THEIR JOURNEY, FROM ONBOARDING TO CLAIMS SETTLEMENT. ADDITIONALLY, THE COMPANY HAS ORGANIZED SESSION WITH EXTERNAL EXPERTS FOR THE BOARD OF DIRECTORS TO DISCUSS EMERGING CYBER SECURITY TRENDS, THREATS, AND PREVENTION STRATEGIES, ENSURING THAT THE BOARD OF DIRECTORS ARE WELL-INFORMED ON THESE CRITICAL ISSUES. THE BOARD DISCUSSED THE OUTCOME OF THE PERFORMANCE EVALUATION FOR FY2025 IN ITS MEETING HELD ON APRIL 15, 2025. THE SAME WAS ALSO DISCUSSED BY THE BOARD NOMINATION AND REMUNERATION COMMITTEE AND BY INDEPENDENT DIRECTORS AT THEIR RESPECTIVE MEETINGS. ADDITIONALLY, THE EXERCISE HAS RESULTED IN IDENTIFICATION OF THE KEY FOCUS AREAS AS WELL AS ACTION POINTS FOR THE COMPANY TO WORK UPON IN THE COMING YEARS SUCH AS STRATEGIC FOCUS ON PROFITABLE AND RISK-CALIBRATED GROWTH BY ENHANCING CUSTOMER ENGAGEMENT, USE OF DIGITAL AND ARTIFICIAL INTELLIGENCE TECHNOLOGY AND CUSTOMER CENTRICITY. THE BOARD DETERMINED THAT THE PERFORMANCE OF THE BOARD AS A WHOLE, ITS COMMITTEE(S), CHAIRPERSON AND INDIVIDUAL DIRECTOR(S) WAS SATISFACTORY. THE BOARD ALSO ACCORDED ITS SATISFACTION IN AREAS SUCH AS TRANSPARENCY, GOOD GOVERNANCE AND EFFECTIVE BOARD COLLABORATION. THE BOARD FURTHER NOTED THAT THE COMMITTEES ARE FUNCTIONING WELL AND BESIDES THE COMMITTEE’S TERMS OF REFERENCE AS MANDATED BY LAW, IMPORTANT ISSUES ARE BROUGHT UP AND DISCUSSED IN THE COMMITTEES. |