THE COMPANY HAS DEVISED A FRAMEWORK FOR PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS IN COMPLIANCE WITH THE PROVISIONS OF SECTIONS 134 AND 178 OF THE ACT, REGULATION 17(10) OF THE LISTING REGULATIONS AND THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY. STRUCTURED QUESTIONNAIRES WERE CIRCULATED TO FOR PROVIDING FEEDBACK ON FUNCTIONING OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS. THE OBSERVATIONS AND FEEDBACK FROM THE DIRECTORS WERE DISCUSSED AND PRESENTED TO THE CHAIRMAN OF THE BOARD. THE CRITERIA FOR EVALUATION OF DIRECTORS INCLUDED ASPECTS SUCH AS ATTENDANCE, PARTICIPATION AND CONTRIBUTION BY A DIRECTOR, COMMITMENT, ACQUAINTANCE WITH BUSINESS, EFFECTIVE DEPLOYMENT OF KNOWLEDGE AND EXPERTISE, INTEGRITY AND MAINTENANCE OF CONFIDENTIALITY, INDEPENDENCE OF JUDGEMENT, EFFECTIVE PARTICIPATION, DOMAIN KNOWLEDGE, COMPLIANCE WITH CODE OF CONDUCT, FOCUS ON CORE VALUES, VISION AND MISSION, ETC. THESE ASPECTS HELP TO ASSESS THE PERFORMANCE AND EFFECTIVENESS OF DIRECTORS IN FULFILLING THEIR FIDUCIARY RESPONSIBILITIES AND CONTRIBUTION TO THE OVERALL GOVERNANCE AND SUCCESS OF THE COMPANY. THE CRITERIA FOR EVALUATION OF THE BOARD INCLUDED ASPECTS SUCH AS MONITORING COMPLIANCE OF CORPORATE GOVERNANCE REGULATIONS, ROLE OF CHAIRMAN, EXECUTIVE DIRECTORS AND NON-INDEPENDENT DIRECTORS CLEARLY DEFINED, APPROPRIATE INDUSTRY KNOWLEDGE AND DIVERSITY OF EXPERIENCE AND BACKGROUND, PROPER MIX OF COMPETENCIES AND QUALIFICATION, UNDERSTANDING OF THE COMPANY, CONSIDERATION OF CRITICAL ISSUES, MANAGEMENT’S RESPONSES, AND STEPS TOWARDS IMPROVEMENT, DEMONSTRATION OF INTEGRITY, CREDIBILITY AND TRUSTWORTHINESS, FREQUENCY OF MEETINGS, QUALITY TIME IS DEVOTED IN REVIEWING THE IMPLEMENTATION OF THE STRATEGY, STRATEGIC FORESIGHT, FINANCIAL REPORTING PROCESS, AUDIT FUNCTIONS AND INTERNAL CONTROLS, ETHICS & COMPLIANCE, SUCCESSION PLAN FOR BOARD MEMBERS INCLUDING THE BOARD CHAIRMAN AND FOR SENIOR MANAGEMENT PERSONNEL. THE CRITERIA FOR EVALUATION OF COMMITTEES INCLUDED ASPECTS SUCH AS STRUCTURE OF THE COMMITTEES AND ITS WORKING PROCEDURES, FREQUENCY OF MEETINGS, EFFECTIVENESS OF THE COMMITTEES, INDEPENDENCE OF THE COMMITTEES FROM THE BOARD AND CONTRIBUTION TO DECISIONS OF THE BOARD, WHETHER THE COMMITTEE HAS SOUGHT NECESSARY CLARIFICATIONS, INFORMATION AND EXPLANATIONS FROM MANAGEMENT, INTERNAL AND EXTERNAL AUDITORS ETC. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS AND THE PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND DIRECTORS INCLUDING INDEPENDENT DIRECTORS, WAS FOUND TO BE SATISFACTORY. |