THE COMPANY BELIEVES THAT THE PROCESS OF PERFORMANCE EVALUATION AT THE BOARD LEVEL IS PIVOTAL TO ITS BOARD ENGAGEMENT AND EFFECTIVENESS. NOMINATION AND REMUNERATION COMMITTEE OF THE COMPANY EMPOWERS THE BOARD TO FORMULATE A PROCESS FOR EFFECTIVE EVALUATION OF THE PERFORMANCE OF INDIVIDUAL DIRECTORS, COMMITTEES OF THE BOARD AND THE BOARD AS A WHOLE PURSUANT TO THE PROVISIONS OF THE ACT AND REGULATION 17 AND PART D OF SCHEDULE II TO THE LISTING REGULATIONS. BOARD HAS SET OUT CRITERIA FOR PERFORMANCE EVALUATION OF ALL THE DIRECTORS, BOARD AS A WHOLE AND BOARD COMMITTEES, IN ACCORDANCE WITH THE “POLICY FOR EVALUATION OF DIRECTORS.PERFORMANCE OF CHAIRMAN WAS EVALUATED ON PARAMETERS SUCH AS EFFECTIVE LEADERSHIP, SEEKING PARTICIPATION FROM BOARD MEMBERS, MAINTAINING CRITICAL BALANCE OF DIFFERENT VIEWS, MONITORING EFFECTIVENESS OF CORPORATE GOVERNANCE PRACTICES, GUIDANCE & COUNSEL IN CRITICAL MATTERS, MODERATORSHIP, CONDUCT OF IMPARTIAL DISCUSSIONS ETC.PERFORMANCE OF INDIVIDUAL DIRECTORS WAS EVALUATED ON THE PARAMETERS SUCH AS DEVOTING TIME, PARTICIPATION & CONTRIBUTION, UPHOLDING ETHICAL STANDARD OF INTEGRITY & PROBITY, SAFEGUARDING INTEREST OF ALL STAKEHOLDERS & MANAGING CONFLICT OF INTEREST, KEEPING ABREAST OF COMPANY AFFAIRS & EXTERNAL ENVIRONMENT, DOMAIN KNOWLEDGE, BRINGING INDIVIDUAL JUDGEMENT OF BOARD DECISIONS.PERFORMANCE EVALUATION OF BOARD AND BOARD COMMITTEES WAS DONE ON THE BASIS OF PARAMETERS SUCH AS ITS COMPOSITION, DISCHARGE OF FUNCTIONS, EFFECTIVENESS & CONTRIBUTION, REVIEW OF EXECUTIVE MANAGEMENT PERFORMANCE, BUSINESS ACUMEN IN STRATEGIC MATTERS, SETTING TONE OF CORPORATE CULTURE & VALUES, PROVIDING LEADERSHIP & DIRECTION, SUGGESTION & RECOMMENDATIONS TO THE BOARD, EFFECTIVENESS IN ENSURING STATUTORY COMPLIANCES, RISK MANAGEMENT.BOARD ALSO ASSESSED THE FULFILMENT OF THE INDEPENDENCE CRITERIA AS SPECIFIED IN LISTING REGULATIONS, BY THE IDS AND THEIR INDEPENDENCE FROM THE MANAGEMENT.PERFORMANCE EVALUATION DONE BY THE BOARD AND IDS REVEALED “OUTSTANDING” RATING FOR THE BOARD AS A WHOLE, INDIVIDUAL DIRECTORS AND BOARD COMMITTEES. |