| IN ACCORDANCE WITH THE PROVISIONS OF THE ACT AND THE SEBI LISTING REGULATIONS, THE BOARD HAD CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, PERFORMANCE OF THE BOARD COMMITTEES AS WELL AS THE INDIVIDUAL DIRECTORS. BOARD EVALUATION CRITERIA AND PROCESS 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 FOR FY 2023-24 WAS UNDERTAKEN INTERNALLY. TO ENSURE CONFIDENTIALITY, AN INDEPENDENT AGENCY WAS APPOINTED TO FACILITATE THE BOARD EVALUATION THROUGH AN ONLINE TOOL AND SUBMIT THE CONSOLIDATED REPORT. THE EVALUATION WAS CONDUCTED BY WAY OF STRUCTURED QUESTIONNAIRES WHICH WAS 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, STATUTORY 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 A POSITIVE IMAGE OF THE COMPANY EXECUTIVE VICE-CHAIRPERSON – EFFECTIVE MANAGEMENT AND COMMUNICATION WITH THE SHAREHOLDERS, BOARD, MANAGEMENT, EMPLOYEES AND OTHER EXTERNAL STAKEHOLDERS, EFFECTIVENESS IN LEADING THE BOARD IN DEVELOPING AND DELIVERING THE COMPANY’S STRATEGY AND BUSINESS PLANS, EASE OF RAISING ISSUES BY THE BOARD MEMBERS BY PROMOTING CONSTRUCTIVE DEBATE AND EFFECTIVE DECISION MAKING AT THE BOARD MEETINGS. MD & GCEO – MD & GCEO WAS ADDITIONALLY EVALUATED AGAINST THE KEY PERFORMANCE INDICATORS APPROVED AT THE BEGINNING OF THE FINANCIAL YEAR, WHICH, INTER ALIA, INCLUDED ANNUAL, LONG-TERM, SHORT-TERM, AS WELL AS FINANCIAL AND NON-FINANCIAL PARAMETERS. THE FINANCIAL PARAMETERS INCLUDED TARGETS ON REVENUE, EBITDA, ROIC, ETC. WHILE THE NON-FINANCIAL PARAMETERS COVERED OPERATIONAL PERFORMANCE AND STRATEGIC PRIORITIES NCLUDING INNOVATION AND NEW BUSINESS BUILDING, NEW MARKET DEVELOPMENT AND FUTURE GROWTH ENGINES, ORGANISATION AND LEADERSHIP DEVELOPMENT, COMPLIANCE AND ESG, ETC. THE BOARD AND THE NRC PERIODICALLY REVIEWED THE PERFORMANCE OF THE MD & GCEO AGAINST THE APPROVED SCORECARD. |