THE COMPANY FOLLOWS A STRUCTURED ASSESSMENT PROCESS FOR THE EVALUATION OF THE PERFORMANCE OF THE BOARD, THE COMMITTEES OF THE BOARD, AND THE INDIVIDUAL PERFORMANCE OF EACH DIRECTOR, INCLUDING THE CHAIRMAN, BASED ON THE CRITERIA APPROVED BY THE NOMINATION AND REMUNERATION COMMITTEE. THE CHAIRMAN OF THE BOARD LEADS THE PERFORMANCE EVALUATION EXERCISE, WITH THE COMPANY SECRETARY ASSISTING HIM. THE EVALUATION IS BASED ON PARAMETERS SUCH AS THE LEVEL OF PARTICIPATION OF THE DIRECTORS, THEIR UNDERSTANDING OF THEIR ROLES AND RESPONSIBILITIES, THEIR UNDERSTANDING OF THE BUSINESS AND THE COMPETITIVE ENVIRONMENT IN WHICH THE COMPANY OPERATES, AND THEIR UNDERSTANDING OF THE STRATEGIC ISSUES AND CHALLENGES FACED BY THE COMPANY, ETC THE PERFORMANCE OF THE INDEPENDENT DIRECTORS IS ALSO EVALUATED, TAKING INTO ACCOUNT THE TIME THEY DEVOTE, THEIR STRATEGIC GUIDANCE TO THE COMPANY, THE ADVICE GIVEN FOR DETERMINING IMPORTANT POLICIES, THE EXTERNAL EXPERTISE PROVIDED, AND THE INDEPENDENT JUDGMENT THEY CONTRIBUTE TO THE BOARD’S DELIBERATIONS. THE PERFORMANCE EVALUATION OF THE BOARD IS CARRIED OUT BY CONSIDERING VARIOUS PARAMETERS SUCH AS THE COMPOSITION OF THE BOARD, THE PROCESS OF APPOINTMENT TO IT, THE COMMON UNDERSTANDING AMONGST DIRECTORS OF THEIR ROLES AND RESPONSIBILITIES, THE TIMELINESS AND CONTENT OF BOARD PAPERS, THE STRATEGIC DIRECTIONS PROVIDED, AND THE QUALITY OF ADVICE AND DECISION-MAKING, ETC. THE BOARD ALSO REVIEWS THE ACTIONS UNDERTAKEN IN RESPONSE TO THE OUTCOME OF PREVIOUS EVALUATION EXERCISES. EACH COMMITTEE’S SELF-ASSESSMENT IS CARRIED OUT BY EVALUATING THE DEGREE TO WHICH IT FULFILLS THE KEY RESPONSIBILITIES OUTLINED IN ITS TERMS OF REFERENCE. FOR THE YEAR ENDED DECEMBER 31, 2024, EVALUATION FORMS WERE CIRCULATED TO THE BOARD MEMBERS. EACH DIRECTOR COMPLETED THE EVALUATION FORM AND PROVIDED FEEDBACK. THE EVALUATION OF INDIVIDUAL DIRECTORS WAS BASED ON PARAMETERS SUCH AS ATTENDANCE, CONTRIBUTION, AND INDEPENDENT JUDGMENT. DURING THE YEAR, THE BOARD EVALUATION EXERCISE WAS CONDUCTED INTERNALLY, INCLUDING THE EVALUATION OF THE BOARD AS A WHOLE, ITS COMMITTEES, AND THE PEER EVALUATION OF DIRECTORS. THE OUTCOME AND ACTION POINTS WERE DISCUSSED BY THE BOARD. THE BOARD AGREED TO PRIORITIZE SUCCESSION PLANNING FOR KEY ROLES AND THE IMPLEMENTATION OF STRATEGIC INITIATIVES AS PART OF THE OUTCOME OF THE BOARD EVALUATION FOR THE YEAR 2024. |