| THE BOARD CARRIES OUT AN ANNUAL PERFORMANCE EVALUATION COMPRISING REVIEW OF THE PERFORMANCE OF THE DIRECTORS INDIVIDUALLY AS WELL AS THE EVALUATION OF THE WORKING OF THE ENTIRE BOARD AND ITS COMMITTEES. FOR THIS PURPOSE, A STRUCTURED QUESTIONNAIRE IS PREPARED AFTER TAKING INTO CONSIDERATION INPUTS RECEIVED FROM THE DIRECTORS, COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING SUCH AS STRUCTURE AND COMPOSITION OF THE BOARD, QUALITY OF BOARD PROCESSES, BOARD CULTURE AND DYNAMICS, BOARD’S ROLE IN SETTING VISION/STRATEGIC DIRECTION AND EFFECTIVENESS IN CARRYING OUT ITS ROLE AS EXPECTED BY ALL THE STAKEHOLDERS. THE PERFORMANCE OF THE CHAIRMAN OF THE BOARD IS EVALUATED ON PARAMETERS SUCH AS LEVEL OF ENGAGEMENT AND CONTRIBUTION, ABILITY TO ENCOURAGE FRANK AND FREE DISCUSSIONS AMONG BOARD MEMBERS, RELATIONSHIPS WITH BOARD MEMBERS AND GUIDANCE IN CASE OF COMPLEX ISSUES. THE PERFORMANCE EVALUATION CRITERIA FOR THE DIRECTORS ARE DETERMINED BY THE NOMINATION AND REMUNERATION COMMITTEE. THE FACTORS ON WHICH EVALUATION IS CARRIED OUT INCLUDE: (I) QUALIFICATIONS, EXPERIENCE, UNDERSTANDING AND KNOWLEDGE OF BUSINESS AND SECTOR, (II) AVAILABILITY AND ATTENDANCE AT MEETINGS, (III) OPENNESS IN DEBATING COMPLEX ISSUES AND AIDING DECISION MAKING, VOICING OPINION FREELY, EXERCISING OWN JUDGMENT, (IV) ADDING VALUE TO THE STRATEGIC DIRECTION AND IMAGE MAKEOVER OF THE COMPANY, (V) ENSURING INTEGRITY, REGULATORY COMPLIANCE AND CONTROLS AS REQUIRED, (VI) LEVEL OF PREPAREDNESS, ENGAGEMENT AND PARTICIPATION AT VARIOUS MEETINGS, (VII) GUIDANCE AND SUPPORT TO THE LEADERSHIP TEAM AS REQUIRED, (VIII) ABILITY TO FUNCTION AS A TEAM MEMBER, ACTIVELY TAKING INITIATIVES IN VARIOUS AREAS, COMMITMENT TO THE BOARD AND THE COMPANY, (IX) KEEPING SHAREHOLDER’S AND OTHER STAKEHOLDER’S INTERESTS IN MIND WHILE VOICING VIEWS AND MAKING RECOMMENDATIONS, (X) EXPRESSING INDEPENDENT VIEWS, AND JUDGMENTS FREELY (XI) COMMITMENT TO BOARD AND IT’S MEETINGS, AGENDA ITEMS AND RELEVANT ISSUES COVERED IN BOARD MEETINGS (XII) ENGAGEMENT AND ENCOURAGING FREE AND FRANK DISCUSSIONS BY MEMBERS, IMPARTIAL IN CONDUCT OF DISCUSSIONS & IN DEALING WITH DISSENT (XIII) GUIDANCE AND COORDINATING DISCUSSIONS ON COMPLEX ISSUES EFFECTIVELY FOR DECISION MAKING (XIV) RELATIONSHIPS WITH BOARD MEMBERS, COMMITTEE CHAIRMAN AND LEADERSHIP TEAM, DISPLAYS LEADERSHIP AND PROFESSIONALISM, OPEN-MINDED, DECISIVE, COURTEOUS AND (XV) OVERALL EFFECTIVENESS AS CHAIRMAN OF THE BOARD. IN ACCORDANCE WITH PROVISIONS OF THE ACT AND THE LISTING REGULATIONS, A MEETING OF THE INDEPENDENT DIRECTORS OF THE COMPANY WAS ALSO HELD ON MARCH 29, 2023, TO DISCUSS THE FOLLOWING FOR FY23: • PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE; • PERFORMANCE OF THE CHAIRMAN OF THE BOARD, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS; AND • QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY’S MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM ITS DUTIES. IN THE BOARD EVALUATION CARRIED OUT FOR THE FINANCIAL YEAR 2021-22, THE INDEPENDENT DIRECTORS HAD OBSERVED THAT THE COMPANY SHOULD HOLD ONE BLUE SKIES MEETING AS A PLATFORM TO DISCUSS THE CHANGES IN THE EXTERNAL WORLD WITH RESPECT TO TECHNOLOGICAL DEVELOPMENTS, STRATEGIC IMPROVISATIONS WHICH WILL ENABLE THE COMPANY TO PREPARE ITSELF AGAINST DISRUPTIONS, CHALLENGES, ADDITIONAL NEED OF CAPEX, CHANGE IN STRATEGY, REEMPHASIZING DOMESTIC VIS GLOBAL MARKETS. THE COMPANY WAS ALSO ADVISED TO EXPLORE STRATEGIC OPTIONS AVAILABLE TO ACHIEVE A STEP CHANGE IN ITS EXISTING BUSINESSES AND ADJACENT GROWTH OPPORTUNITIES. IN ORDER TO ENSURE SUSTAINABILITY PLANNING AND ITS IMPLEMENTATION IT WAS ADVISED TO RENAME CORPORATE SOCIAL RESPONSIBILITY COMMITTEE TO “CORPORATE SOCIAL RESPONSIBILITY AND ESG COMMITTEE”. THESE OBSERVATIONS WERE IMPLEMENTED DURING THE FINANCIAL YEAR 2022-23. IN THE BOARD EVALUATION CARRIED OUT FOR THE FINANCIAL YEAR 2022-23, IN ADDITION TO OTHER RECOMMENDATIONS, THE INDEPENDENT DIRECTORS PROPOSED THAT INTERACTION OF YOUNG TALENT WITH THE NOMINATION & REMUNERATION COMMITTEE (NRC) SHOULD BE ENCOURAGED, UNDERTAKE ACTIONS AS MAY BE NECESSARY ON LEADERSHIP DEVELOPMENT AND SUCCESSION PLANNING BASED ON THE RECOMMENDATIONS BY THE NRC AND THAT THE CSR & ESG COMMITTEE SHOULD UPDATE THE BOARD ON THE PROGRESS MADE IN MAPPING THE CARBON FOOTPRINT AND REDUCTION MEASURES THAT ARE/WILL BE UNDERTAKEN BY THE COMPANY AS IT FIRMS UP ITS NET ZERO PLANS. THE OUTCOME OF THE EVALUATION WAS PRESENTED TO THE BOARD ALONG WITH THE COURSE OF ACTIONS PROPOSED TO BE TAKEN UP FOR IMPLEMENTING THE ABOVE OBSERVATIONS. |