| IN ACCORDANCE WITH THE PROVISIONS OF THE ACT AND THE SEBI LISTING REGULATIONS, THE BOARD CONDUCTS AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, PERFORMANCE OF THE BOARD COMMITTEES AS WELL AS THE INDIVIDUAL DIRECTORS.14 BOARD EVALUATION CRITERIA AS A PROCESS, THE COMPANY ENGAGES AN INDEPENDENT EXTERNAL AGENCY IN A BLOCK OF FOUR YEARS TO CONDUCT A DETAILED PERFORMANCE EVALUATION. THE LAST SUCH EXERCISE WAS UNDERTAKEN IN FY 2020-21. THE PERFORMANCE EVALUATION IN THE CURRENT YEAR WAS UNDERTAKEN INTERNALLY BY THE COMPANY. TO ENSURE CONFIDENTIALITY, AN INDEPENDENT AGENCY WAS APPOINTED TO FACILITATE THE BOARD EVALUATION THROUGH AN ONLINE TOOL AND SUBMIT THE EVALUATION REPORT. THE EVALUATION WAS CONDUCTED BY WAY OF STRUCTURED QUESTIONNAIRES WHICH WERE APPROVED BY THE NRC. THE KEY PERFORMANCE EVALUATION CRITERIA WERE AS FOLLOWS: BOARD – STRUCTURE, COMPOSITION AND QUALITY, AGENDA AND COLLATERAL, BOARD MEETING PRACTICES, OVERALL BOARD EFFECTIVENESS. BOARD COMMITTEES - COMPOSITION AND DIVERSITY, LEADERSHIP OF THE CHAIR, MEETINGS FREQUENCY AND DURATION, ROLE AND RESPONSIBILITIES, ETC. INDIVIDUAL DIRECTORS – TIME SPENT, PARTICIPATION AND CONTRIBUTION, ATTENDANCE, ENGAGEMENT WITH FELLOW BOARD MEMBERS, KEY MANAGERIAL PERSONNELS (KMPS) AND SENIOR MANAGEMENT, ETC. INDEPENDENT DIRECTORS – INDEPENDENCE FROM THE COMPANY, INDEPENDENCE OF JUDGEMENT, PARTICIPATION IN BOARD DELIBERATIONS, ETC. CHAIRMAN – EFFECTIVE LEADERSHIP, CONDUCT OF IMPARTIAL DISCUSSIONS, ENCOURAGEMENT TO THE MEMBERS FOR OBJECTIVE DISCUSSION AND PROMOTING POSITIVE IMAGE OF THE COMPANY, ETC. MD & GCEO - THE PERFORMANCE OF THE MD & GCEO WAS PERIODICALLY EVALUATED BY THE BOARD AND THE NRC AGAINST AN ANNUAL SCORECARD DULY APPROVED BY THE BOARD BASED ON THE RECOMMENDATION OF THE NRC. THE SCORECARD INTER-ALIA INCLUDED LONG TERM AS WELL AS SHORT TERM STRATEGIC PRIORITIES AND THE FINANCIAL AS WELL AS NON-FINANCIAL MATRIX. THE FINANCIAL MATRIX INCLUDED TARGETS ON REVENUE AND EBITDA. THE NON-FINANCIAL MATRIX COVERED OPERATIONAL PERFORMANCE AND STRATEGIC PRIORITIES INCLUDING INNOVATION, NEW BUSINESS BUILDING, NEW MARKET DEVELOPMENT, COMPLIANCE, ESG, SUCCESSION PLANNING & DEVELOPMENT, IMPROVEMENTS IN INCLUSION & DIVERSITY, ETC. PRIOR TO DETERMINING THE FINAL OUTCOME OF PERFORMANCE EVALUATION, OTHER RELATED FACTORS SUCH AS PERFORMANCE OF PEERS, WIDER MARKET CONDITIONS AND GENERAL INDUSTRY WERE ALSO CONSIDERED. BOARD EVALUATION PROCESS ALL THE DIRECTORS HAD PARTICIPATED IN THE EVALUATION PROCESS. THE RESPONSES RECEIVED FROM THE INDIVIDUAL MEMBERS WERE COMPILED BY AN INDEPENDENT AGENCY AND A CONSOLIDATED REPORT WAS SHARED WITH THE BOARD. THE EVALUATION REPORTS OF INDIVIDUAL DIRECTORS WERE SHARED WITH THE NRC CHAIR AND RESPECTIVE DIRECTORS. THE EVALUATION REPORTS WERE DISCUSSED AT THE MEETINGS OF THE BOARD, RESPECTIVE BOARD COMMITTEES AND THE INDEPENDENT DIRECTORS. OUTCOME OF THE PERFORMANCE EVALUATION PROCESS AS PER THE EVALUATION REPORT, THE DIRECTORS WERE SATISFIED WITH BOARD EFFECTIVENESS, EXPERIENCE, DIVERSITY, EXPERTISE, QUALITY OF BOARD DISCUSSIONS AND BOARD MEETING PROCESSES, ETC. THE COMMITTEES WERE ALSO FOUND TO BE EFFECTIVE IN TERMS OF ITS COMPOSITION, FUNCTIONING, COMPETENCE OF THE MEMBERS, COMPLIANCE WITH THE STATUTORY OBLIGATIONS, ROLE AND RESPONSIBILITIES AND QUALITY OF DISCUSSIONS AT THE MEETING. THE BOARD WAS SATISFIED THAT EACH DIRECTOR HAD DILIGENTLY DISCHARGED HIS OR HER DUTIES BEING BOARD MEMBER OF THE COMPANY AND HAD CONTRIBUTED MEANINGFULLY. THE BOARD SUGGESTED TO (I) FORM SMALL FOCUSED GROUPS TO ADDRESS CRITICAL BUSINESS MATTERS FOR TIMELY ACTION AND RESOLUTION (II) BUILD AN ACTION-ORIENTED AGENDA FOR BOARD/ COMMITTEES TO FACILITATE HIGH LEVEL STRATEGIC DISCUSSION (III) ENSURE ACTIVE ENGAGEMENT OF THE BOARD MEMBERS IN THE MATTERS RELATING TO STRATEGY AND EXECUTION. |