| ONE OF THE KEY FUNCTIONS OF THE BOARD IS TO MONITOR AND REVIEW THE BOARD EVALUATION FRAMEWORK. THE NOMINATION AND REMUNERATION COMMITTEE IN CONSULTATION WITH THE BOARD, LAID DOWN THE EVALUATION CRITERIA FOR THE PERFORMANCE OF THE CHAIRPERSON, BOARD, COMMITTEES OF THE BOARD, AND EXECUTIVE/ NON-EXECUTIVE/ INDEPENDENT DIRECTORS THROUGH PEER EVALUATION, EXCLUDING THE DIRECTOR BEING EVALUATED, WHICH INCLUDES THE FOLLOWING: THE BOARD: COMPOSITION, QUALITY & CULTURE, AGENDA, DYNAMICS, STRATEGY, BUSINESS PERFORMANCE, SUCCESSION PLANNING, RISK MANAGEMENT, BOARD AND MANAGEMENT RELATIONS, CONTINUOUS IMPROVEMENT, AMONG OTHERS. THE COMMITTEES: COMPOSITION, PROCESS & DYNAMICS, EFFECTIVENESS, STRUCTURE, MEETINGS, INDEPENDENCE OF THE COMMITTEE, CONTRIBUTION TO DECISION MAKING OF THE BOARD, AMONG OTHERS. INDIVIDUAL DIRECTORS (INCLUDING CHAIRPERSON, MANAGING DIRECTOR, INDEPENDENT DIRECTORS AND NON-INDEPENDENT DIRECTORS): QUALIFICATION & EXPERIENCE, LEADERSHIP, GOVERNANCE, COMMITMENT, CONTRIBUTION, EXPERTISE, INDEPENDENCE, INTEGRITY, ATTENDANCE, RESPONSIBILITY, AMONG OTHERS. FURTHER, THE BOARD HAD AGREED TO UNDERTAKE THE BOARD EVALUATION BY AN EXTERNAL AGENCY, AT LEAST ONCE IN A BLOCK OF EVERY 3 (THREE) FINANCIAL YEARS. FOR FY 2025-26, THE BOARD HAD UNDERTAKEN THE PERFORMANCE EVALUATION EXERCISE THROUGH SELF EVALUATION QUESTIONNAIRES. THESE QUESTIONNAIRES FOCUSED ON CRITICAL ASPECTS SUCH AS BOARD COMPOSITION, BOARD DYNAMICS, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES AMONGST OTHER KEY CRITERIA. THE FEEDBACK-CUM-ASSESSMENT OF INDIVIDUAL DIRECTORS, THE BOARD AND ITS COMMITTEES, WERE COMPILED AND THE PERFORMANCE EVALUATION REPORT WAS DISCUSSED BY INDEPENDENT DIRECTORS AND THE BOARD / COMMITTEES. IN ORDER TO FURTHER UPHOLD THE EFFECTIVENESS OF THE BOARD’S GOVERNANCE, AN OVERVIEW OF THE SUGGESTIONS AS DRAWN FROM THE EVALUATION EXERCISE WAS DELIBERATED AND RECOMMENDED FOR IMPLEMENTATION IN DUE COURSE OF TIME. THE OUTCOME OF THE PERFORMANCE EVALUATION PROCESS FOR FY 2025-26 AND THE ACTIONS THEREON ARE SUMMARISED BELOW: THE BIOCON BOARD HAS EXHIBITED A STRONG SENSE OF FIDUCIARY AND GOVERNANCE RESPONSIBILITY AND HAS HELPED THE COMPANY NAVIGATE FINANCIAL AND PERFORMANCE SEASONALITY. OVERALL, BOARD MEMBERS ARE POSITIVE ABOUT BOARD FUNCTIONING, WITH PROGRESSIVE CHANGES IMPLEMENTED SINCE THE LAST EXTERNAL REVIEW OF THE BOARD. TRUST AND MUTUAL RESPECT ARE EVIDENT BETWEEN BOARD MEMBERS AND BETWEEN BOARD AND MANAGEMENT. THE CHAIR LEADS WITH INFORMED VIEWS AND OPENNESS TO DIVERSE PERSPECTIVES. THE BOARD’S BALANCED AND DIVERSE COMPOSITION CONTINUES TO OFFER VALUABLE GUIDANCE, AND ITS COMMITTEES REMAIN EFFECTIVE IN TERMS OF ITS COMPOSITION, FUNCTIONING AND CONTRIBUTIONS.KEY RECOMMENDATIONS OUT OF THE EVALUATION EXERCISE INCLUDE, INTER ALIA, MORE FOCUS OF THE BOARD ON INTEGRATION BENEFITS, GROWTH STRATEGY, CAPITAL EFFICIENCY, AND SUSTAINED FINANCIAL PERFORMANCE, WHILE ALSO STRENGTHENING OVERSIGHT OF LEADERSHIP TRANSITION, SUCCESSION, ORGANISATIONAL DESIGN, INTEGRATION-RELATED CHANGE MANAGEMENT, AND CYBER CONTROLS; AND ENSURING CONTINUOUS BOARD UPSKILLING ON GOVERNANCE, EMERGING RISKS, AND INDUSTRY TRENDS. IN RESPONSE TO THE SUGGESTIONS IN THE PREVIOUS BOARD EVALUATION PROCESS APPROPRIATE STEPS WERE INITIATED / UNDERTAKEN TO ADDRESS THE KEY AREAS IDENTIFIED THROUGH THE EVALUATION EXERCISE WHICH INCLUDE, INTER ALIA, FOSTERING CROSS-LEARNING ACROSS GROUP COMPANIES, WITH THE OBJECTIVE OF FACILITATING EXCHANGE OF RELEVANT PRACTICES AND STRENGTHENING ALIGNMENT ON COMMON PRIORITIES; EFFORTS ARE BEING MADE TO ENHANCE ENGAGEMENT BETWEEN THE BOARD AND THE EXECUTIVE LEADERSHIP TEAM THROUGH MORE FOCUSED INTERACTIONS, THEREBY ENABLING DEEPER STRATEGIC DIALOGUE AND IMPROVED VISIBILITY INTO BUSINESS PRIORITIES AND EXECUTION MATTERS; STEPS ARE BEING TAKEN TO ENRICH BOARD DISCUSSIONS THROUGH THE INCLUSION OF RELEVANT INDUSTRY AND MARKET INSIGHTS. IN ADDITION, TALENT MANAGEMENT AND SUCCESSION PLANNING REMAIN IMPORTANT AREAS OF FOCUS. THE BOARD INTENDS TO PROVIDE MORE FOCUS ON LEADERSHIP PIPELINE, CRITICAL ROLE READINESS AND C-SUITE SUCCESSION TO ENSURE LONG-TERM ORGANIZATIONAL RESILIENCE AND CONTINUITY. |