PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE LISTING REGULATIONS, THE BOARD CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE, THE DIRECTORS INDIVIDUALLY AS WELL AS THE EVALUATION OF THE WORKING OF ITS VARIOUS COMMITTEES AS PER THE EVALUATION FRAMEWORK ADOPTED BY THE BOARD ON THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE. STRUCTURED ASSESSMENT FORMS WERE USED IN THE OVERALL BOARD EVALUATION COMPRISING KEY ASPECTS OF THE BOARD’S FUNCTIONING INCLUDING ITS STRUCTURE, COMPOSITION, EFFECTIVENESS, MEETING CADENCE AND QUALITY OF DISCUSSIONS, STRATEGIC OVERSIGHTS, GOVERNANCE PRACTICES, FINANCIAL REPORTING, INTEGRITY, INTERNAL CONTROL MECHANISMS, AND RISK MANAGEMENT PRACTICES. THE EVALUATION OF THE COMMITTEES WAS BASED ON THEIR TERMS OF REFERENCE FIXED BY THE BOARD BESIDES PARAMETERS SUCH AS THE FREQUENCY OF MEETINGS, QUALITY OF DELIBERATIONS, AND EFFECTIVENESS IN DISCHARGING RESPONSIBILITIES AND MAKING MEANINGFUL CONTRIBUTION ETC. SEPARATE QUESTIONNAIRES WERE USED TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON PARAMETERS SUCH AS THEIR LEVEL OF ENGAGEMENT AND CONTRIBUTION, OBJECTIVE JUDGEMENT ETC. THE MANAGING DIRECTOR’S EVALUATION WAS BASED ON LEADERSHIP QUALITIES, STRATEGIC PLANNING, COMMUNICATION, ENGAGEMENT WITH THE BOARD ETC.THE CHAIRMAN WAS ALSO EVALUATED BASED ON THE KEY ASPECTS OF HIS ROLE WHICH INCLUDED LEADERSHIP, ABILITY TO FACILITATE EFFECTIVE BOARD DISCUSSIONS, AND OVERALL GOVERNANCE CONTRIBUTION. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD. THE PERFORMANCE EVALUATION OF THE CHAIRMAN, THE BOARD AS A WHOLE AND THE NON- INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS AT THEIR SEPARATE MEETING HELD DURING THE YEAR. |