| THE BANK HAS IN PLACE DULY APPROVED PERFORMANCE EVALUATION FRAMEWORK FOR EVALUATION OF THE DIRECTORS INCLUDING MANAGING DIRECTOR & CEO, EXECUTIVE DIRECTOR(S), CHAIRPERSON OF THE BOARD, BOARD AND BOARD LEVEL COMMITTEES. IN LINE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013 AND LISTING REGULATIONS AND AS PER THE PERFORMANCE EVALUATION FRAMEWORK, THE BOARD HAS INTERNALLY CARRIED OUT THE PERFORMANCE EVALUATION OF THE DIRECTORS INCLUDING CHAIRMAN, MANAGING DIRECTOR & CEO, EXECUTIVE DIRECTOR(S), BOARD LEVEL COMMITTEES AND BOARD AS A WHOLE FOR THE FY 2024-25. THE EVALUATION OF THE INDIVIDUAL MEMBERS OF THE BOARD (INCLUDING THE CHAIRMAN, MANAGING DIRECTOR & CEO AND EXECUTIVE DIRECTOR(S), WAS CARRIED OUT THROUGH ONLINE QUESTIONNAIRES CIRCULATED TO THE RESPECTIVE DIRECTORS. BASED ON THE RESPONSES RECEIVED ON THE QUESTIONNAIRE FROM THE DIRECTORS, THE INDEPENDENT DIRECTORS AT THEIR MEETING HELD ON APRIL 19, 2025, ASSESSED AND REVIEWED THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, CHAIRMAN, MANAGING DIRECTOR & CEO, EXECUTIVE DIRECTORS AND SUBSEQUENTLY THE BOARD AT ITS MEETING HELD ON APRIL 19, 2025, ASSESSED AND REVIEWED THE PERFORMANCE OF ALL DIRECTORS, INCLUDING CHAIRMAN, MANAGING DIRECTOR & CEO, EXECUTIVE DIRECTORS. THE EVALUATION OF THE BOARD AS A WHOLE AND THE BOARD LEVEL COMMITTEE(S) WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS AND BOARD OF DIRECTORS AS APPLICABLE AT ITS RESPECTIVE MEETINGS HELD ON APRIL 19, 2025, BY ASSESSMENT ON PARAMETERS VIZ. RELATED TO ROLES, RESPONSIBILITIES AND OBLIGATIONS OF THE BOARD, RELEVANCE OF BOARD / BOARD COMMITTEE DISCUSSIONS, ATTENTION TO STRATEGIC ISSUES, PERFORMANCE ON KEY AREAS, PROVIDING FEEDBACK TO EXECUTIVE MANAGEMENT AND ASSESSING THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD / BOARD COMMITTEES TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. THE SAID QUESTIONNAIRES / EVALUATION CRITERIA TOWARDS CONDUCT OF PERFORMANCE EVALUATION FOR FY 2024 – 25, INCLUDED THE FOLLOWING: I. INDIVIDUAL DIRECTORS – ATTENDANCE IN BOARD/BOARD LEVEL COMMITTEE MEETINGS, ACTIVE PARTICIPATION AND CONTRIBUTION DURING MEETINGS, ENGAGEMENT IN INFORMAL DISCUSSION OUTSIDE THE BOARD ROOM, UPDATION OF KNOWLEDGE AND INSIGHT BROUGHT TO THE BOARD/BOARD LEVEL COMMITTEE(S) MEETINGS. II. MD&CEO AND EXECUTIVE DIRECTORS – PERFORMANCE OF THE BANK, RECOGNITION AND AWARDS TO THE BANK, LEADERSHIP, ATTENDANCE AT THE MEETINGS, PARTICIPATION AND CONTRIBUTION, RESPONSIBILITY TOWARDS STAKEHOLDERS, CONTRIBUTION IN STRATEGIC PLANNING, COMPLIANCE AND GOVERNANCE, PERSONAL ATTRIBUTES, PERFORMANCE EVALUATION OF THE MANAGEMENT AND UPDATION OF KNOWLEDGE. III. CHAIRMAN – ATTENDANCE AT THE MEETINGS, PARTICIPATION AND CONTRIBUTION, RESPONSIBILITY TOWARDS STAKEHOLDERS, CONTRIBUTION IN STRATEGIC PLANNING, COMPLIANCE AND GOVERNANCE, RELATIONSHIP WITH OTHER BOARD MEMBERS, LEADERSHIP, RELATIONSHIPS AND COMMUNICATIONS, CONDUCT OF MEETING AND IMPARTIALITY. IV. BOARD – STRENGTHS AND LIMITATIONS OF THE BOARD, BOARD RELATIONSHIPS AND DYNAMICS, BOARD MEETINGS, INFORMATION FLOW AND AGENDA, STRATEGY AND BUSINESS PERFORMANCE, TALENT MANAGEMENT AND SUCCESSION PLANNING, RISK MANAGEMENT, CONTINUOUS DEVELOPMENT, COMMITTEES OF THE BOARD AND TOP STRATEGIC PRIORITIES FOR THE BANK. V. COMMITTEES – COMPOSITION, FREQUENCY AND DURATION OF COMMITTEE MEETINGS, TRUST OF THE BOARD, ROLE AND EFFECTIVENESS OF THE COMMITTEES. THE PERFORMANCE EVALUATION PROCESS FOR FY 2024 - 25 CONDUCTED INTERNALLY, WAS COMPLETED TO THE SATISFACTION OF THE BOARD. THE OUTCOME OF THE EVALUATION PORTRAYED BOARD MEMBERS CONFIDENCE IN THE STRENGTH OF THE WELL-DIVERSIFIED BOARD, COHESIVENESS AMONGST THE BOARD MEMBERS, VISION AND ACTIVE PARTICIPATION OF THE BOARD MEMBERS, FORWARD-LOOKING AND EFFECTIVE NATURE OF THE BOARD, TRUST IN THE RECOMMENDATION OF THE BOARD LEVEL COMMITTEES AND UPDATES PROVIDED TO ENABLE BOARD MEMBERS TO DISCHARGE THEIR RESPONSIBILITIES AND FIDUCIARY DUTIES. THE FEEDBACK FROM THE PERFORMANCE EVALUATION WAS SHARED WITH RESPECTIVE DIRECTORS, BOARD AND BOARD LEVEL COMMITTEES FOR FURTHER ACTION. THE BOARD OF DIRECTORS ALSO IDENTIFIED ACTIONABLE WITH DUE EMPHASIZE AND FOCUS ON STRATEGY, COMPETITIVE POSITIONING, COST CONTROLS AND SUCCESSION PLANNING. ACCORDINGLY, THE IMPLEMENTATION AND CONCLUSION OF PERFORMANCE EVALUATION FOR FY 2024-25 IN COMPLIANCE TO THE PERFORMANCE EVALUATION FRAMEWORK WAS REVIEWED AND NOTED BY THE NOMINATION & REMUNERATION COMMITTEE AT ITS MEETING HELD ON MAY 13, 2025. |