| THE BOARD HAS EVALUATED ITS PERFORMANCE, THE DIRECTORS INDIVIDUALLY AS WELL AS THE WORKING OF THE COMMITTEES OF THE BOARD. THE BOARD’S PERFORMANCE WAS ASSESSED BASED ON INPUT FROM ALL THE DIRECTORS AFTER CONSIDERING CRITERIA SUCH AS BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD / COMMITTEE PROCESSES, AND INFORMATION PROVIDED TO THE BOARD, ETC. THE BOARD AND THE INDIVIDUAL DIRECTORS HAVE ALSO EVALUATED THE PERFORMANCE OF INDEPENDENT AND NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND THAT OF THE CHAIRMAN OF THE MEETINGS. THE BOARD CARRIED OUT A SEPARATE EXERCISE TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS. THE PERFORMANCE EVALUATION OF THE NON INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS. THE PERFORMANCE EVALUATION OF THE CHAIRMAN OF THE BOARD WAS ALSO CARRIED OUT BY THE INDEPENDENT DIRECTORS, TAKING INTO ACCOUNT THE VIEWS OF THE EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. THE PERFORMANCE EVALUATION OF THE CHAIRMAN OF THE BOARD WAS BASED ON VARIOUS CRITERIA, AMONG OTHER THINGS, INCLUDING THE STYLE OF THE CHAIRMAN’S LEADERSHIP, EFFECTIVE ENGAGEMENT WITH OTHER BOARD MEMBERS DURING AND OUTSIDE THE MEETINGS, ALLOCATION OF TIME PROVIDED TO OTHER BOARD MEMBERS AT THE MEETINGS, EFFECTIVE ENGAGEMENT WITH SHAREHOLDERS DURING GENERAL MEETINGS, ETC. THE PERFORMANCE EVALUATION OF THE MANAGING DIRECTOR AND THE EXECUTIVE DIRECTOR OF THE COMPANY WAS CARRIED OUT BY THE OTHER DIRECTORS. THE PERFORMANCE EVALUATION OF THE MANAGING DIRECTOR AND EXECUTIVE DIRECTOR WAS BASED ON VARIOUS CRITERIA, INTER ALIA, INCLUDING STANDARDS OF INTEGRITY, FAIRNESS AND TRANSPARENCY DEMONSTRATED, IDENTIFICATION OF STRATEGIC TARGETS, ANTICIPATION OF FUTURE DEMANDS AND OPPORTUNITIES, RESOURCE STAFFING TO MEET SHORT-TERM AND LONG-TERM GOALS, ENGAGEMENT WITH BOARD MEMBERS, UPDATING BOARD ON SIGNIFICANT ISSUES, COMMITMENT TO ORGANIZATIONAL VALUES, VISION AND MISSION, ADAPTATION TO MEET CHANGING CIRCUMSTANCES, KNOWLEDGE AND SENSITIVITY OF STAKEHOLDERS’ NEEDS WITHIN AND OUTSIDE THE COMPANY. THE PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS BASED ON VARIOUS CRITERIA, INTER ALIA, INCLUDING ATTENDANCE AT BOARD AND COMMITTEE MEETINGS, SKILL, EXPERIENCE, ABILITY TO CHALLENGE VIEWS OF OTHERS CONSTRUCTIVELY, KNOWLEDGE ACQUIRED WITH REGARD TO THE COMPANY’S BUSINESS, UNDERSTANDING OF INDUSTRY AND GLOBAL TRENDS, ABILITY TO MAINTAIN INDEPENDENCE, ETC. PERFORMANCE EVALUATION INDICATORS FOR INDEPENDENT DIRECTORS INCLUDE CONTRIBUTING TO AND MONITORING CORPORATE GOVERNANCE PRACTICES AND PARTICIPATION IN LONG TERM STRATEGIC PLANNING. THE PERFORMANCE EVALUATION OF COMMITTEES WAS BASED ON CRITERIA SUCH AS STRUCTURE AND COMPOSITION OF COMMITTEES, ATTENDANCE AND PARTICIPATION OF MEMBERS OF THE COMMITTEES, FULFILLMENT OF THE FUNCTIONS ASSIGNED TO COMMITTEES BY THE BOARD AND APPLICABLE REGULATORY FRAMEWORK, ADEQUACY OF TIME ALLOCATED AT THE COMMITTEE MEETINGS TO FULFILL DUTIES ASSIGNED TO IT, ADEQUACY AND TIMELINESS OF THE AGENDA AND MINUTES CIRCULATED, COMPREHENSIVENESS OF THE DISCUSSIONS, EFFECTIVENESS OF THE COMMITTEE’S RECOMMENDATION FOR THE DECISIONS OF THE BOARD, ETC. |