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. THE PERFORMANCE EVALUATION CRITERIA FOR THE BOARD AS A WHOLE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS ARE DETERMINED BY THE NOMINATION AND REMUNERATION COMMITTEE AND BOARD OF DIRECTORS BASED ON WHICH A STRUCTURED QUESTIONNAIRE IS PREPARED AND SENT TO THE DIRECTORS. THE EVALUATION OF BOARD’S FUNCTIONING IS ASSESSED ON ASPECTS SUCH AS STRUCTURE AND COMPOSITION OF THE BOARD/ COMMITTEE, 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. SIMILAR ASPECTS ARE DRAWN FOR EVALUATION OF COMMITTEE’S FUNCTIONING. 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 FACTORS ON WHICH EVALUATION OF INDIVIDUAL DIRECTORS 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, (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 26, 2025, TO DISCUSS THE FOLLOWING FOR FY25: 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. 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. |