PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE LISTING REGULATIONS, THE BOARD HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AS WELL AS PERFORMANCE OF ALL INDIVIDUAL DIRECTORS (INDEPENDENT AND NON INDEPENDENT DIRECTORS) AND CHAIRPERSON AS PER THE PROCESS AND CRITERIA LAID DOWN BY THE BOARD OF DIRECTORS BASED ON THE RECOMMENDATION OF THE NRC. EVALUATION FEEDBACK MECHANISM: EVALUATION FEEDBACK WAS SOUGHT BY WAY OF A STRUCTURED QUESTIONNAIRE COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING SUCH AS BOARD COMPOSITION, FREQUENCY OF MEETINGS, FULFILMENT OF KEY RESPONSIBILITIES, EFFECTIVENESS OF BOARD PROCESS AND INFORMATION SHARING, QUALITY OF DECISIONS, ESTABLISHMENT AND DELINEATION OF RESPONSIBILITIES TO COMMITTEES AND FACILITATION OF INDEPENDENT DIRECTORS. THE PERFORMANCE EVALUATION WAS CARRIED OUT BASED ON THE RESPONSES RECEIVED FROM THE DIRECTORS. EVALUATION OF COMMITTEES: THE PERFORMANCE EVALUATION OF COMMITTEES WAS BASED ON CRITERIA SUCH AS ADEQUACY OF COMMITTEE COMPOSITION, FREQUENCY AND EFFECTIVENESS OF MEETINGS, DEGREE OF FULFILMENT OF KEY RESPONSIBILITIES AS OUTLINED BY TERMS OF REFERENCE OF COMMITTEE AND AS REQUIRED BY THE STATUTE, COMMITTEE DYNAMICS ESPECIALLY OPENNESS OF DISCUSSIONS, INCLUDING WITH THE BOARD AND QUALITY OF RELATIONSHIP OF THE COMMITTEE WITH THE BOARD AND THE MANAGEMENT. EVALUATION OF NON-INDEPENDENT DIRECTORS: THE PERFORMANCE EVALUATION OF THE NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS. EVALUATION OF INDEPENDENT DIRECTORS: THE PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS BASED ON VARIOUS CRITERIA, SUCH AS PARTICIPATION IN BOARD IN TERMS OF ADEQUACY, CONTRIBUTION AT MEETINGS, FULFILMENT OF FUNCTIONS, GUIDANCE AND SUPPORT TO MANAGEMENT OUTSIDE BOARD / COMMITTEE MEETINGS AND INDEPENDENT VIEWS AND JUDGEMENT. EVALUATION OF CHAIRMAN: THE PERFORMANCE EVALUATION OF CHAIRMAN OF THE BOARD WAS BASED ON VARIOUS CRITERIA, LIKE ATTENDANCE, STEERING THE MEETINGS, EFFECTIVENESS AS CHAIRMAN OF THE BOARD INCLUDING LEADING THE DECISION MAKING ON THE VISION, STRATEGY, ABILITY TO KEEP SHAREHOLDER’S INTEREST IN MIND AND COMMUNICATING WITH EXTERNAL STAKE HOLDERS AND IMPARTIALITY ETC. RESULT OF EVALUATION: INDEPENDENT DIRECTORS HAVE CARRIED OUT THE PERFORMANCE EVALUATION OF THE BOARD AS A WHOLE AND THE NON-INDEPENDENT DIRECTORS, THE COMMITTEES, CHAIRMAN AND FLOW OF INFORMATION BETWEEN THE MANAGEMENT AND THE BOARD. THEREAFTER, THE BOARD EXPRESSED THE SATISFACTION ON THE FUNCTIONING OF THE BOARD, THE COMMITTEES AND PERFORMANCE OF INDIVIDUAL DIRECTORS. |