THE BOARD EVALUATED THE EFFECTIVENESS OF ITS FUNCTIONING, OF THE COMMITTEES AND OF INDIVIDUAL DIRECTORS, PURSUANT TO THE PROVISIONS OF THE ACT AND THE SEBI LISTING REGULATIONS. BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA ON JANUARY 5, 2017, THE BOARD EVALUATION WAS CARRIED OUT ON FOLLOWING PARAMETERS, NAMELY: • COMPOSITION AND CALIBER OF THE BOARD • STRATEGIC DIRECTION AND PERFORMANCE APPRAISAL • COMPREHENSION OF BUSINESS OPERATIONS, RISK MANAGEMENT, PROCESSES, AND PROTOCOLS • VALUE CREATION FOR STAKEHOLDERS AND COMMITMENT TO RESPONSIBILITIES • SUPERVISION OF FINANCIAL REPORTING, INTERNAL CONTROLS, AND AUDITING FUNCTIONS • ETHICAL STANDARDS, COMPLIANCE, AND OVERSIGHT ACTIVITIES TO ENHANCE THE EFFECTIVENESS OF THE BOARD EVALUATION FOR THE FINANCIAL YEAR 2022-23, THE COMPANY OPTED TO ENGAGE AN CEREBRUS CONSULTANTS, AN EXTERNAL AGENCY. THE PRIMARY OBJECTIVE OF ENLISTING AN EXTERNAL AGENCY WAS TO OBTAIN UNFILTERED FEEDBACK FROM DIVERSE DIRECTORS, FOSTERING A MORE COMPREHENSIVE VIEW TO ENHANCE THE BOARD'S OPERATIONAL EFFICIENCY. A WELL-STRUCTURED QUESTIONNAIRE WAS CIRCULATED TO ALL DIRECTORS, SOLICITING THEIR INPUT. ADDITIONALLY, THE CHAIR OF THE NOMINATIONS AND REMUNERATION COMMITTEE (NRC) COLLABORATED WITH THE EXTERNAL AGENCY TO CONDUCT PERSONALIZED DISCUSSIONS WITH INDEPENDENT DIRECTORS (IDS), AS WELL AS EXECUTIVE AND NON-EXECUTIVE DIRECTORS. THESE INDIVIDUAL INTERACTIONS AIMED TO GARNER INSIGHTS INTO THE EFFICACY OF BOARD AND COMMITTEE PROCESSES. IN AN EXCLUSIVE SESSION WITH INDEPENDENT DIRECTORS, THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE OVERALL BOARD, AND THE COMPANY'S CHAIRMAN WERE ASSESSED, TAKING INTO CONSIDERATION VIEWPOINTS FROM EXECUTIVE AND NON-EXECUTIVE DIRECTORS ALIKE. THE NRC METICULOUSLY EVALUATED THE PERFORMANCE OF INDIVIDUAL DIRECTORS AND THE COLLECTIVE BOARD PERFORMANCE. SUBSEQUENT TO THE INDEPENDENT DIRECTORS' SESSION AND THE NRC MEETING, THE BOARD CONVENED TO DELVE INTO THE EVALUATIONS OF THE BOARD'S PERFORMANCE, ITS VARIOUS COMMITTEES, AND INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRMAN. THIS COMPREHENSIVE APPROACH CULMINATED IN THE FINALIZATION OF THE BOARD EVALUATION FOR THE 2022-23 FISCAL YEAR. |