THE COMPANY HAS ADOPTED THE BOARD EVALUATION FRAMEWORK AND POLICY BASED ON THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE, WHICH SETS A MECHANISM AND CRITERIA FOR PERFORMANCE EVALUATION OF THE BOARD, BOARD COMMITTEES AND DIRECTORS, INCLUDING INDEPENDENT DIRECTORS.EVERY YEAR, DIRECTORS EVALUATE THE EFFECTIVENESS OF THE BOARD AND ITS COMMITTEES IN PERFORMING ITS GOVERNANCE AND OVERSIGHT RESPONSIBILITIES. DIRECTORS ASSESS THE PERFORMANCE OF THEIR PEERS, AS WELL AS THE FULL BOARD OF DIRECTORS AND EACH OF THE COMMITTEES ON WHICH THEY SERVE THROUGH ONLINE QUESTIONNAIRE. ONLINE EVALUATIONS SOLICIT FEEDBACK ON VARIOUS PARAMETERS DESCRIBED BELOW : FOR BOARD : STRUCTURE AND COMPOSITION OF THE BOARD, FREQUENCY AND NUMBER OF MEETINGS, DEVOTION OF TIME FOR IMPORTANT BUSINESS MATTERS–FINANCIALS, MONITORING INTERNAL CONTROLS/ CODE OF CONDUCT/ INSIDER TRADING POLICY/ RISK MANAGEMENT FRAMEWORK AND EMERGING RISKS/ GOVERNANCE AND COMPLIANCE ISSUES, ADEQUATE ACCESS TO INFORMATION FOR EFFECTIVE DECISION-MAKING, STRATEGIC GUIDANCE TO MANAGEMENT THROUGH REGULAR INTERACTIONS AND COHESIVENESS IN THE OVERALL WORKING THAT FACILITATES OPEN DISCUSSION. FOR COMMITTEES : STRUCTURE AND COMPOSITION OF THE COMMITTEES, ADEQUACY OF CHARTER AND WORKING PROCEDURE, FREQUENCY OF MEETINGS, IF THE COMMITTEE IS FUNCTIONING AS PER THE CHARTER AND IF THE COMMITTEE RECOMMENDATIONS CONTRIBUTE EFFECTIVELY TO THE BOARD DECISION-MAKING. FOR DIRECTORS : SKILL SET, KNOWLEDGE, ATTENDANCE, EFFECTIVE PARTICIPATION AT BOARD/ COMMITTEE MEETINGS, THEIR CONTRIBUTION AT THE MEETINGS, LEVERAGING ON HIS/ HER EXPERIENCE TO PROVIDE THE NECESSARY INSIGHTS/ GUIDANCE ON BOARD DISCUSSIONS AND DISPLAY OF CANDOR IN EXPRESSING VIEWS EVEN WHEN THEY ARE IN DIVERGENCE WITH THE REST OF THE BOARD, ETC. REVIEW AND DISCUSSIONS : • RESULTS ARE PRESENTED IN THE FORM OF ANONYMIZED REPORTS; • THE NOMINATION AND REMUNERATION COMMITTEE REVIEWS PEER AND BOARD REPORTS; • REPORTS ARE THEN SHARED WITH THE BOARD FOR REVIEW AND DISCUSSIONS. FEEDBACK INCORPORATION : • BASIS THE FEEDBACK, ENHANCEMENT OPPORTUNITIES ARE IDENTIFIED AND IMPLEMENTED AS APPROPRIATE; • THE CHAIRMAN OF THE BOARD DISCUSSES PEER EVALUATION RESULTS WITH INDIVIDUAL DIRECTORS AS NEEDED. DURING THE YEAR 2023-24, EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS WAS CONDUCTED AS PER THE PROCESS DESCRIBED ABOVE. ALSO, THE INDEPENDENT DIRECTORS CONDUCTED SEPARATE ASSESSMENT OF THE BOARD, NON-INDEPENDENT DIRECTORS AND THE CHAIRMAN BASIS THE FEEDBACK FROM THE OTHER BOARD MEMBERS. |