| IN ORIENT ELECTRIC, BOARD EVALUATION IS CONDUCTED WITHIN THE FRAMEWORK OF SECTION 149(8) READ WITH SECTION 178 AND SCHEDULE IV OF THE ACT, REGULATIONS 17(10), 19(4) AND PART D OF SCHEDULE II OF THE SEBI LISTING REGULATIONS AND CONSIDERING THE GUIDANCE NOTE ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA. THE INDEPENDENT DIRECTORS EVALUATED THE PERFORMANCE OF THE CHAIRMAN, THE EXECUTIVE DIRECTOR, AND THE BOARD AS A WHOLE. ALSO, EVALUATION OF INDIVIDUAL DIRECTOR,EACH COMMITTEE OF THE BOARD AND THE BOARD WAS CARRIED OUT. THE EVALUATION IS BASED ON THE RESPONSES OF INDIVIDUAL DIRECTOR / COMMITTEE ON STRUCTURED QUESTIONNAIRES. THE NOMINATION AND REMUNERATION COMMITTEE HAS LAID DOWN CRITERIA FOR PERFORMANCE EVALUATION. EVALUATION OF THE CHAIRPERSON INCLUDED PARAMETERS SUCH AS DEMONSTRATION OF EFFECTIVE LEADERSHIP, PROCESS FOR FINALIZING BOARD AGENDA, FREEDOM OF EXPRESSION OF VIEWS BY OTHER BOARD MEMBERS, QUALITY OF DISCUSSIONS AT THE MEETINGS, COMMUNICATION WITH THE BOARD MEMBERS, USE OF TIME AND OVERALL EFFICIENCY OF MEETINGS. EVALUATION OF DIRECTORS WAS BASED ON SEVERAL PARAMETERS INCLUDING ACQUAINTANCE WITH BUSINESS, EFFECTIVE PARTICIPATION, DOMAIN KNOWLEDGE, COMPLIANCE WITH CODE OF CONDUCT, DEDICATION OF TIME AND EFFORT TO UNDERSTAND THE COMPANY AND ITS BUSINESS, QUALITY OF CONTRIBUTION DURING MEETINGS, APPLICATION OF KNOWLEDGE AND EXPERIENCE IN STRATEGIC CONSIDERATIONS, COMMUNICATION INTER-SE BETWEEN BOARD MEMBERS AND OTHERS. EVALUATION OF COMMITTEES INCLUDED PARAMETERS SUCH AS EFFECTIVE COMPOSITION, CLEARLY DEFINED ROLES AND RESPONSIBILITIES, EFFECTIVENESS IN FULFILLING ASSIGNED DUTIES, COMMUNICATION EFFECTIVENESS WITH THE BOARD, SENIOR MANAGEMENT, AND KEY MANAGERIAL PERSONNEL. INDEPENDENT DIRECTORS WERE ADDITIONALLY EVALUATED TO ASSESS THEIR PERFORMANCE AND ADHERENCE TO INDEPENDENCE CRITERIA, ENSURING THEIR INDEPENDENCE FROM MANAGEMENT. THE EVALUATION PROCESS CONFIRMS THAT THE BOARD AND ITS COMMITTEES CONTINUE TO OPERATE EFFECTIVELY AND THAT THE PERFORMANCE OF THE DIRECTORS MEETS EXPECTATIONS. |