| ONE OF THE KEY FUNCTIONS OF THE BOARD IS TO MONITOR AND REVIEW THE BOARD EVALUATION FRAMEWORK. PURSUANT TO APPLICABLE PROVISIONS OF THE ACT AND SEBI LISTING REGULATIONS, THE BOARD, IN CONSULTATION WITH NRC, HAS FORMULATED A FRAMEWORK CONTAINING, INTER-ALIA, THE CRITERIA FOR PERFORMANCE EVALUATION OF THE ENTIRE BOARD, ITS COMMITTEES, CHAIRPERSON AND INDIVIDUAL DIRECTORS, INCLUDING INDEPENDENT DIRECTORS. THE BOARD EVALUATION PROCESS FOR FY 2024-25 WAS CARRIED OUT THROUGH A DIGITAL PLATFORM NAMELY “DESS DIGITAL” WHICH INTER-ALIA COVERED THE FOLLOWING CRITERIA. S. NO. CATEGORY CRITERIA 1. BOARD OF DIRECTORS BOARD STRUCTURE, COMPOSITION, DIVERSITY, EXPERIENCE, COMPETENCIES, PERFORMANCE OF SPECIFIC DUTIES AND OBLIGATIONS, QUALITY OF DECISION MAKING, BOARD PRACTICES, REGULAR MEETINGS, HEALTHY DISCUSSIONS, ACTIVE PARTICIPATION, RISK MANAGEMENT, OPEN FOR NEW IDEAS AND PRACTICES, APPROPRIATE SUCCESSION PLANNING AND OVERALL EFFECTIVENESS OF BOARD AS A WHOLE. 2. BOARD COMMITTEES OPTIMUM COMPOSITION, EFFECTIVENESS OF COMMITTEE IN TERMS OF WELL-DEFINED CHARTERS & POWERS, REGULAR MEETINGS, HEALTHY DISCUSSIONS, INFORMATION-FLOW WITH THE BOARD IN TERMS OF REPORTING AND S. NO. CATEGORY CRITERIA DUE CONSIDERATION OF COMMITTEES’ DECISIONS, FINDINGS AFTER SEEKING INPUT FROM THE COMMITTEE MEMBERS AND RECOMMENDATIONS AT THE BOARD LEVEL, EFFECTIVE AND EFFICIENT DISCHARGE OF DUTIES. 3. INDIVIDUAL DIRECTORS REQUISITE QUALIFICATION, SKILLS AND EXPERIENCE, UNDERSTANDING OF THE COMPANY’S BUSINESS, ITS MARKET AND ITS GOALS ALONG WITH ROLES AND RESPONSIBILITIES, ABILITY TO EXPRESS DISAGREEMENT & DIVERGENT VIEWS AND INDEPENDENT JUDGEMENT, OPEN TO NEW IDEAS AND VIEWS FROM OTHER MEMBERS, CONFIDENTIALITY AND ADHERENCE TO LEGAL OBLIGATIONS AND COMPANY’S CODE OF CONDUCT. 4. CHAIRMAN AND MANAGING DIRECTOR LEADERSHIP DEVELOPMENT, BOARD MANAGEMENT, DEVELOPING AND DELIVERING THE COMPANY’S STRATEGY AND BUSINESS PLANS, ENCOURAGEMENT TO EFFECTIVE AND OPEN COMMUNICATION AND ACTIVE ENGAGEMENT. 5. INDEPENDENT DIRECTORS BESIDES THE CRITERIA MENTIONED IN POINT NO. 3 ABOVE, THE FOLLOWING ARE ADDITIONAL CRITERIA: INDEPENDENCE CRITERIA AND CONFLICT OF INTEREST; PROVIDING EXTERNAL EXPERTISE AND INDEPENDENT JUDGEMENT THAT CONTRIBUTES TO BOARD’S DELIBERATIONS, STRATEGY AND PERFORMANCE. |