WE BELIEVE THAT A STRONG AND ROBUST BOARD EVALUATION FRAMEWORK REFLECTS AN ORGANISATION’S COMMITMENT TO ETHICAL CONDUCT, TRANSPARENCY AND RESPONSIBLE GOVERNANCE. IT PLAYS A PIVOTAL ROLE IN FOSTERING A RESILIENT ORGANISATION THROUGH ENHANCING BOARD EFFECTIVENESS AND DECISION MAKING THROUGH CONSTRUCTIVE FEEDBACK, RE-ALIGNMENT OF STRATEGIES, AND STRENGTHENING OF THE SYSTEMS AND PROCESSES, WHICH REINFORCES THE TRUST OF STAKEHOLDERS WHO HAVE PLACED CONFIDENCE. THE NOMINATION AND REMUNERATION COMMITTEE APPROVES THE PROCESS, FORMAT, ATTRIBUTES AND CRITERIA FOR THE PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING THE CHAIRMAN, WHICH IS ALIGNED TO GLOBAL BEST PRACTICES. THE CRITERIA FOR PERFORMANCE EVALUATION INTER ALIA, INCLUDE PARAMETERS SUCH AS RELEVANT EXPERIENCE AND SKILL, PREPAREDNESS AND CONSTRUCTIVE CONTRIBUTION, PARTICIPATION IN STRATEGIC LONG-TERM PLANNING, INTEGRITY, FOCUS ON STAKEHOLDER VALUE CREATION, MONITORING CORPORATE GOVERNANCE PRACTICES, AND BOARD/ COMMITTEE CULTURE AND DYNAMICS. THE RESULTS OF EVALUATIONS WERE DISCUSSED AT EACH COMMITTEE MEETINGS AND THE MEETING OF THE INDEPENDENT DIRECTORS. THE SUMMARISED RESULTS WERE PRESENTED TO THE BOARD OF DIRECTORS BY CHAIRMAN OF THE NOMINATION AND REMUNERATION COMMITTEE AND ALSO DISCUSSED WITH INDIVIDUAL DIRECTORS. EVALUATION CRITERIA BOARD: DIVERSITY, COMPOSITION, STRUCTURE, EFFECTIVENESS OF BOARD MEETINGS, BOARD MEETING PRACTICES, PERFORMANCE OF SPECIFIC DUTIES, BALANCED APPROACH ON DEVOTION OF TIME TOWARDS STRATEGIES, BUSINESS, GOVERNANCE AND COMPLIANCE. BOARD COMMITTEES: COMMITTEE COMPOSITION, DIVERSITY, SKILLS, EXPERIENCE, EFFECTIVENESS OF PERFORMANCE BASIS THE CHARTER, DECISION MAKING AND CONTRIBUTION TO THE BOARD. INDIVIDUAL DIRECTORS: DEVOTION OF TIME, CONTRIBUTION AT THE MEETING AND PREPAREDNESS OF MEETINGS, ATTENDANCE, QUALITY OF INPUTS, LEADERSHIP SKILLS, COMPETENCE, ABILITY TO BRING IN DIFFERENT PERSPECTIVES, INDEPENDENT JUDGEMENT, KNOWLEDGE, ETC INDEPENDENT DIRECTORS: THE INDEPENDENT DIRECTORS WERE ADDITIONALLY EVALUATED ON INDEPENDENCE, EXPERTISE AND INDEPENDENT JUDGEMENT, OUT-SIDE IN PERSPECTIVE, GUIDANCE, CONTRIBUTION TO THE BOARD EFFECTIVENESS. CHAIRMAN: THE CHAIRMAN IS ADDITIONALLY EVALUATED ON VISION, STRATEGIC THINKING, MODERATION CAPABILITIES AT THE MEETINGS, ENCOURAGING PARTICIPATION OF ALL THE BOARD MEMBERS, LEADERSHIP MANAGEMENT, BOARD MANAGEMENT, OPENNESS TO CONSTRUCTIVE FEEDBACKS. C. OUTCOME 1. THE BOARD ACKNOWLEDGED THAT IT HAS A COMPREHENSIVE AND OPTIMUM MIX OF DIRECTORS WITH DIVERSE BACKGROUND, EXPERIENCE AND EXPERTISE CONTRIBUTING TO OVERALL EFFECTIVENESS OF THE BOARD DECISION MAKING THROUGH OBJECTIVE AND CONSTRUCTIVE DISCUSSION AT THE BOARD LEVEL WHICH ARE ALIGNED TO COMPANY’S STRATEGY. 2. THE BOARD NOTED THAT THERE EXISTS ADEQUATE SYSTEMS AND PROCESSES FOR FLOW OF INFORMATION FROM THE COMPANY TO THE BOARD. THE BOARD AND COMMITTEES ARE WELL-MANAGED AND STRUCTURED, WHICH ALLOWS THE BOARD AND COMMITTEES TO ALLOCATE ADEQUATE TIME FOR STRATEGIC MATTERS WHILE ENSURING SUFFICIENT TIME IS ALLOCATED FOR COMPLIANCE, GOVERNANCE AND RISK MATTERS. 3. THE BOARD WILL CONTINUE ITS ACTIVE ENGAGEMENT WITH THE MANAGEMENT TO FURTHER STRENGTHEN THE COMPANY’S ESG STRATEGY, EMERGING TECHNOLOGY AND ELEVATIONS OF ITS GOVERNANCE PRACTICES THROUGH VARIOUS INTERVENTIONS. D. ACTIONS TAKEN FROM THE OUTCOME OF THE EVALUATION PROCESS OF LAST YEAR AS A PART OF THE EVALUATION PROCESS THE BOARD ALSO REVIEWED THE ACTION TAKEN BY THE MANAGEMENT ON THE SUGGESTIONS MADE DURING EVALUATION IN THE PREVIOUS YEAR. THE BOARD EXPRESSED ITS SATISFACTION ON STRENGTHENING OF GOVERNANCE PRACTICES, ENHANCING BOARD AND COMMITTEE EFFECTIVENESS THROUGH ACTIVE ENGAGEMENT AND DETAILED PRESENTATIONS. |