IN TERMS OF THE REQUIREMENT OF THE ACT AND THE LISTING REGULATIONS, AN ANNUAL PERFORMANCE EVALUATION OF THE BOARD IS UNDERTAKEN WHERE THE BOARD FORMALLY ASSESSES ITS OWN PERFORMANCE WITH THE AIM TO IMPROVE THE EFFECTIVENESS OF THE BOARD AND THE COMMITTEES THE BOARD, ALONG WITH THE NOMINATION AND REMUNERATION COMMITTEE, DEVELOPED AND ADOPTED THE CRITERIA AND FRAMEWORK FOR THE EVALUATION OF EACH OF THE DIRECTORS AND OF THE BOARD AND ITS COMMITTEES PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE CORPORATE GOVERNANCE REQUIREMENTS UNDER REGULATION 25(4) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015. THE BOARD EVALUATION WAS CONDUCTED THROUGH STRUCTURED ASSESSMENT QUESTIONNAIRE DESIGNED WITH QUALITATIVE PARAMETERS AND FEEDBACK BASED RATINGS THROUGH AN ONLINE PORTAL, IT COMPRISES OF VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING IN TERMS OF STRUCTURE, ITS ROLES AND RESPONSIBILITIES, COMPETENCY, QUALITY, QUANTITY AND TIMELINES OF FLOW OF INFORMATION, TRANSPARENCY IN THE DISCUSSIONS AMONGST THE BOARD, INTEREST OF SHAREHOLDERS, ITS MEETINGS, STRATEGY, CORPORATE GOVERNANCE AND OTHER DYNAMICS OF ITS FUNCTIONING BESIDES THE FINANCIAL REPORTING PROCESS, LEVEL OF INDEPENDENCE, RISK MANAGEMENT, SUCCESSION PLANNING. THE EVALUATION OF THE COMMITTEES WAS BASED ON THEIR TERMS OF REFERENCE FIXED BY THE BOARD BESIDES THE DYNAMICS OF THEIR FUNCTIONING IN TERMS OF MEETING FREQUENCY, EFFECTIVENESS OF CONTRIBUTION ETC. SEPARATE QUESTIONNAIRES WERE USED TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON PARAMETERS SUCH AS ATTENDANCE, FAMILIARISATION OF COMPANY VALUES, POLICIES, BELIEFS AND CODE OF CONDUCT, EFFECTIVE COMMUNICATION, THEIR LEVEL OF ENGAGEMENT AND CONTRIBUTION, OBJECTIVE JUDGEMENT ETC. THE CHAIRMAN/ VICE CHAIRMAN/ MANAGING DIRECTOR/ JOINT MANAGING DIRECTOR EVALUATION WAS BASED ON THE KEY ASPECTS OF THEIR ROLE, LEADERSHIP QUALITIES, COMMITMENT, STRATEGIC AND FINANCIAL PLANNING, COMMUNICATION, ENGAGEMENT WITH THE BOARD, COMPLIANCE ETC. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD. THE PERFORMANCE EVALUATION OF THE CHAIRMAN, THE BOARD AS WHOLE AND THE NON-INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS AT THEIR SEPARATE MEETING HELD DURING THE YEAR. THE INDEPENDENT DIRECTORS HAVE EXPRESSED SATISFACTION AT THE ROBUSTNESS OF THE EVALUATION PROCESS THROUGH ONLINE PORTAL, THE BOARD’S FREEDOM TO EXPRESS ITS VIEWS ON MATTERS TRANSACTED AT THE MEETINGS AND THE OPENNESS AND TRANSPARENCY WITH WHICH THE MANAGEMENT DISCUSSES VARIOUS SUBJECT MATTERS SPECIFIED ON THE AGENDA OF MEETINGS. THE CONSOLIDATED BOARD EVALUATION REPORT WAS PROVIDED TO THE CHAIRMAN OF THE NOMINATION AND REMUNERATION COMMITTEE WHO BRIEFS THE INDEPENDENT DIRECTORS ON THE SAME AND BOARD CHAIRPERSON. THE BOARD CHAIRPERSON DISCUSSED THE RESULTS OF EVALUATION OF THE INDIVIDUAL DIRECTORS SEPARATELY WITH THEM IN DETAIL AND ALSO THE ACTION AREAS IDENTIFIED IN THE PROCESS ARE BEING IMPLEMENTED TO ENSURE A BETTER INTERFACE AT THE BOARD/ MANAGEMENT LEVEL. |