| PURSUANT TO THE PROVISIONS OF THE ACT AND RULES MADE THEREUNDER AND SEBI LISTING REGULATIONS AS AMENDED FROM TIME TO TIME, THE NOMINATION & REMUNERATION COMMITTEE HAD APPROVED A FRAMEWORK FOR PERFORMANCE EVALUATION OF THE BOARD AS WHOLE, ITS COMMITTEES, CHAIRMAN AND THE INDEPENDENT DIRECTORS. THE BOARD HAS CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE, EVALUATION OF THE WORKING OF ITS COMMITTEES AS WELL AS PERFORMANCE OF ALL THE INDEPENDENT DIRECTORS AND THE CHAIRMAN. FEEDBACK WAS SOUGHT THROUGH WELLDEFINED AND STRUCTURED QUESTIONNAIRES COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING SUCH AS ADEQUACY OF THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, AREAS OF RESPONSIBILITY, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS, GOVERNANCE AND COMPLIANCE. THE PERFORMANCE OF THE BOARD AS A WHOLE WAS ASSESSED ON SELECTED PARAMETERS RELATED TO BOARD COMPOSITION AND QUALITY, BOARD MEETINGS AND PROCEDURES, BOARD DEVELOPMENT, BOARD STRATEGY AND RISK MANAGEMENT, BOARD-MANAGEMENT RELATIONSHIP, STAKEHOLDER’S VALUE AND RESPONSIBILITY. THE EVALUATION OF COMMITTEES WAS BASED ON THEIR ROLES, RESPONSIBILITIES, MANAGEMENT RELATIONS, COMMITTEE MEETINGS AND PROCEDURES. THE EVALUATION CRITERIA FOR THE CHAIRMAN OF THE BOARD RELATED TO KNOWLEDGE & SKILLS, PERSONAL ATTRIBUTES, INDEPENDENCE, MANAGING RELATIONSHIPS AND LEADERSHIP. THE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS WERE PERTAINING TO PARTICIPATION IN THE BOARD / COMMITTEE MEETINGS, MANAGING RELATIONSHIPS AND INDEPENDENCE. THE PERFORMANCE EVALUATION FRAMEWORK OF THE COMPANY IS AS FOLLOWS: A. THE NRC APPROVES THE FRAMEWORK OF PERFORMANCE EVALUATION OF THE COMPANY;B. THE BOARD EVALUATES THE PERFORMANCE OF THE INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND THE COMMITTEES OF THE BOARD; AND C. THE INDEPENDENT DIRECTORS EVALUATE THE PERFORMANCE OF THE CHAIRMAN OF THE COMPANY AFTER TAKING IN ACCOUNT THE VIEWS OF OTHER DIRECTORS. THE PERFORMANCE EVALUATION WAS CARRIED OUT IN ACCORDANCE WITH THE APPROVED FRAMEWORK. THE INDEPENDENT DIRECTORS IN THEIR SEPARATE MEETING, ASSESSED THE PERFORMANCE OF THE BOARD AS WHOLE, ITS COMMITTEES, CHAIRMAN AND THE INDEPENDENT DIRECTORS. THE OUTCOME OF THE EVALUATION WAS REVIEWED BY THE BOARD AND NOTED TO BE SATISFACTORY, REFLECTING EFFECTIVE FUNCTIONING AND ROBUST GOVERNANCE STANDARDS. QUALITATIVE COMMENTS AND SUGGESTIONS OF DIRECTORS WERE TAKEN INTO CONSIDERATION BY THE BOARD AND THE CHAIRMAN OF THE NOMINATION AND REMUNERATION COMMITTEE. |