| IN TERMS OF THE REQUIREMENT OF THE ACT AND THE LISTING REGULATIONS, AN ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND THE DIRECTORS, WAS UNDERTAKEN WHICH INCLUDED THE EVALUATION OF THE BOARD AS A WHOLE, BOARD COMMITTEES AND PEER EVALUATION OF THE DIRECTORS. THE CRITERIA FOR PERFORMANCE EVALUATION COVERS THE AREAS RELEVANT TO THE FUNCTIONING OF THE BOARD AND ITS COMMITTEES SUCH AS ITS COMPOSITION AND OPERATIONS, BOARD AS A WHOLE AND GROUP DYNAMICS, OVERSIGHT AND EFFECTIVENESS, PERFORMANCE, SKILLS AND STRUCTURE ETC. THE PERFORMANCE OF INDIVIDUAL DIRECTORS WAS EVALUATED ON THE PARAMETERS SUCH AS PREPARATION, PARTICIPATION, FLOW OF INFORMATION, CONDUCT, INDEPENDENT JUDGEMENT AND EFFECTIVENESS. THE PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD AND IN THE EVALUATION OF THE DIRECTORS, THE DIRECTORS BEING EVALUATED HAD NOT PARTICIPATED. AN INDEPENDENT GLOBAL HR AND RISK ADVISORY FIRM FINALISED THE EVALUATION FRAMEWORK, GATHERED FEEDBACK IN A CONFIDENTIAL MANNER ON THE ASSESSMENT FRAMEWORK FROM ALL BOARD MEMBERS USING AN ONLINE SURVEY COMPRISING OF RATING-BASED QUESTIONNAIRE, ANALYSED THE INPUTS RECEIVED FROM THE DIRECTORS AND PROVIDED THE RESULTS OF THE ANNUAL PERFORMANCE EVALUATION. AS AN OUTCOME OF THE EVALUATION, THE BOARD NOTED THAT, AS A COLLECTIVE BODY, IT HAS A WELL BALANCED COMPOSITION WITH DIVERSITY OF EXPERIENCE, SKILLS, EXPERTISE, COMPETENCE AND GENDER, WHICH FOSTERS OPEN, OBJECTIVE, AND TRANSPARENT DISCUSSIONS. THE DIRECTORS ACKNOWLEDGED THE CULTURE OF TRUST AND MUTUAL RESPECT, STRONG OPERATIONAL DISCIPLINE, CLARITY OF ROLES AND RESPONSIBILITIES WITHIN THE BOARD, APPROPRIATE CONSTITUTION OF BOARD COMMITTEES, AND THE TIMELINESS AND ACCURACY OF MINUTES OF MEETINGS. THE BOARD ALSO NOTED THAT THE DIRECTORS ARE REGULARLY PROVIDED WITH RELEVANT INDUSTRY AND BUSINESS UPDATES TO KEEP THEM ABREAST OF DEVELOPMENTS IN THE EXTERNAL ENVIRONMENT. PRESENTATIONS MADE PERIODICALLY BY SENIOR MANAGEMENT AND THEIR TEAMS DURING MEETINGS OF THE BOARD AND ITS COMMITTEES CONTINUE TO PROVIDE MEANINGFUL INSIGHTS INTO SPECIFIC BUSINESS SEGMENTS AND KEY OPERATIONAL MATTERS. IT WAS FURTHER OBSERVED THAT THE BOARD COMMITTEES FUNCTION EFFECTIVELY AND PROFESSIONALLY. IN ADDITION TO MATTERS COVERED UNDER THEIR RESPECTIVE TERMS OF REFERENCE AS PRESCRIBED BY APPLICABLE LAWS AND REGULATIONS, KEY ISSUES ARE PROACTIVELY TABLED AND DISCUSSED IN AN OPEN AND CANDID MANNER. COMMITTEE MEMBERS ACTIVELY ENGAGE WITH DIVERSE VIEWPOINTS, EXERCISE INDEPENDENT JUDGEMENT, AND CONTRIBUTE TO INFORMED AND BALANCED DECISION MAKING. THE BOARD PROVIDED CONSTRUCTIVE FEEDBACK AIMED AT FURTHER STRENGTHENING THE COMPANY’S OVERALL EFFECTIVENESS AND GOVERNANCE FRAMEWORK. THE BOARD UNDERSCORED THE IMPORTANCE OF ENHANCING THE QUALITY AND DEPTH OF BACKGROUND MATERIALS MADE AVAILABLE FOR DELIBERATIONS, TO ENSURE THAT DIRECTORS ARE SUPPORTED BY COMPREHENSIVE, RELEVANT, AND TIMELY INFORMATION FOR INFORMED DECISION MAKING. THE FEEDBACK ALSO HIGHLIGHTED SHARPER FOCUS ON CRITICAL AND STRATEGIC MATTERS, INCLUDING DEEPER BUSINESS FAMILIARISATION AND STRENGTHENED OVERSIGHT OF STRATEGY AND PERFORMANCE. IN ADDITION, THE BOARD EMPHASIZED THE IMPORTANCE OF APPROPRIATE TIME ALLOCATION FOR BOARD AND COMMITTEE MEETINGS TO ENABLE MEANINGFUL AND IN-DEPTH DISCUSSIONS ON KEY ISSUES, WITH PARTICULAR EMPHASIS ON IDENTIFYING AND ADDRESSING INHERENT RISKS AND UNCERTAINTIES THAT COULD IMPACT BUSINESS PERFORMANCE. |