THE BOARD, ON THE BASIS OF RECOMMENDATION OF THE BOARD NOMINATION AND REMUNERATION COMMITTEE, HAS APPROVED ADOPTION OF PERFORMANCE EVALUATION FRAMEWORK WHICH LAYS DOWN GUIDELINES FOR ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE(S), CHAIRPERSON AND INDIVIDUAL DIRECTOR(S) IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE ACT, LISTING REGULATIONS AND IN LINE WITH GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SEBI ON JANUARY 5, 2017. DISCHARGE OF RESPONSIBILITIES AND OBLIGATIONS • EFFECTIVENESS IN OVERSEEING THE MATERIAL ISSUES • PROVIDING STRATEGIC SUPERVISION • QUALITY AND TIMELINESS OF INFORMATION FLOW BETWEEN THE MANAGEMENT AND THE BOARD FOR DECISION-MAKING THE PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE(S), CHAIRPERSON AND INDIVIDUAL DIRECTORS IS CARRIED OUT BASED ON THE EVALUATION CRITERIA AS DEFINED UNDER THE FRAMEWORK, ADOPTED BY THE BOARD ON AN ANNUAL BASIS. DURING THE YEAR UNDER REVIEW, THE PERFORMANCE EVALUATION BASED ON THE FRAMEWORK ADOPTED BY THE COMPANY WAS COMPLETED INTERNALLY THROUGH A WEB-BASED PORTAL WHICH INCLUDED THE PERFORMANCE EVALUATION OF THE BOARD AS A WHOLE, BOARD COMMITTEES, THE CHAIRPERSON AND INDIVIDUAL DIRECTORS. THE EXERCISE WAS LED BY THE CHAIRPERSON OF THE BOARD NOMINATION AND REMUNERATION COMMITTEE ALONG WITH CHAIRPERSON OF THE BOARD. THE PERFORMANCE OF THE BOARD IS ASSESSED BASIS ITS ROLES, RESPONSIBILITIES AND OBLIGATIONS, BOARD COMPOSITION, OPENNESS AND TRANSPARENCY IN BOARD ROOM ENGAGEMENTS, DISCUSSION AND GUIDANCE ON STRATEGIC ISSUES, PERFORMANCE ON KEY AREAS, PROVIDING FEEDBACK TO EXECUTIVE MANAGEMENT, EXPERIENCE AND DIVERSITY ON THE BOARD, ROBUST SUCCESSION PLAN AND QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE MANAGEMENT AND THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. THE PERFORMANCE EVALUATION OF THE BOARD COMMITTEE(S) IS BASED ON ASSESSMENT OF THE CLARITY WITH WHICH THEIR MANDATE IS DEFINED, EFFECTIVE DISCHARGE OF TERMS OF REFERENCE AND ASSESSING EFFECTIVENESS OF CONTRIBUTION OF THEIR DELIBERATION/ RECOMMENDATIONS TO THE FUNCTIONING/DECISIONS OF THE BOARD. THE PERFORMANCE EVALUATION CRITERIA FOR THE CHAIRPERSON OF THE BOARD BESIDES THE CRITERIA FOR ASSESSMENT OF ALL DIRECTORS, FOCUSSES INCREMENTALLY ON LEADERSHIP ABILITIES, EFFECTIVE MANAGEMENT OF MEETINGS, PRESERVATION OF INTEREST OF STAKEHOLDERS, ABILITY TO GUIDE THE COMPANY IN KEY MATTERS AND KNOWLEDGE & UNDERSTANDING OF RELEVANT AREAS. THE PERFORMANCE EVALUATION OF DIRECTOR(S) IS ASSESSED ON THE BASIS OF THEIR PARTICIPATION, CONTRIBUTION AND GUIDANCE TO THE BOARD AND UNDERSTANDING OF AREAS IN THEIR CAPACITY AS ITS MEMBERS. THE BOARD NOMINATION AND REMUNERATION COMMITTEE EVALUATED PERFORMANCE OF THE BOARD AS A WHOLE AND INDIVIDUAL DIRECTORS INCLUDING CHAIRPERSON OF THE BOARD. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND CHAIRPERSON OF THE BOARD WAS EVALUATED TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. AT THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS AND MEETING OF THE BOARD NOMINATION AND REMUNERATION COMMITTEE, THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS WAS ALSO DISCUSSED. ALL THE DIRECTORS OF THE COMPANY PARTICIPATED IN THE EVALUATION PROCESS. THE BOARD DISCUSSED THE OUTCOME OF THE PERFORMANCE EVALUATION FOR FY2023 IN ITS MEETING HELD ON APRIL 18, 2023. THE SAME WAS ALSO DISCUSSED BY THE BOARD NOMINATION AND REMUNERATION COMMITTEE AND BY INDEPENDENT DIRECTORS AT THEIR RESPECTIVE MEETINGS. THE BOARD OF DIRECTORS ALSO PROVIDED SUGGESTIONS IN KEY AREAS SUCH AS (I) MORE FOCUS ON DIVERSITY, (II) PERIODIC REGULATORY UPDATES TO THE BOARD IN VIEW OF RECENT REGULATORY REFORMS, (III) DISCUSSION ON GROWTH AND STRATEGIC AREAS AND (IV) UPDATE ON SUCCESSION PLANNING AND ESG. THE BOARD DETERMINED THAT THE PERFORMANCE OF THE BOARD AS A WHOLE, ITS COMMITTEE(S), CHAIRPERSON AND INDIVIDUAL DIRECTOR(S) WAS SATISFACTORY. THE BOARD ALSO ACCORDED ITS SATISFACTION IN AREAS SUCH AS TRANSPARENCY, GOOD GOVERNANCE AND EFFECTIVE BOARD COLLABORATION. THE BOARD FURTHER NOTED THAT THE COMMITTEES ARE FUNCTIONING WELL AND BESIDES THE COMMITTEE’S TERMS OF REFERENCE AS MANDATED BY LAW, IMPORTANT ISSUES ARE BROUGHT UP AND DISCUSSED IN THE COMMITTEES. IN ADDITION, THE REQUISITE SUGGESTION(S) / FEEDBACK ARISING FROM THE OUTCOME OF THE BOARD EVALUATION WAS COMMUNICATED TO THE INDIVIDUAL DIRECTORS AND RESPECTIVE STAKEHOLDERS WITHIN THE COMPANY, FOR SUITABLE ACTION. |