THE NOMINATION AND REMUNERATION COMMITTEE HAS LAID DOWN THE CRITERIA FOR PERFORMANCE EVALUATION OF THE INDIVIDUAL DIRECTORS AND THE BOARD. THE FRAMEWORK OF PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WILL CAPTURE THE FOLLOWING POINTS: LEADERSHIP & STEWARDSHIP ABILITIES; CONTRIBUTING TO CLEARLY DEFINED CORPORATE OBJECTIVES & PLANS; COMMUNICATION OF EXPECTATIONS & CONCERNS CLEARLY WITH SUBORDINATES; OBTAIN ADEQUATE, RELEVANT & TIMELY INFORMATION FROM EXTERNAL SOURCES; REVIEW & APPROVAL ACHIEVEMENT OF STRATEGIC AND OPERATIONAL PLANS, OBJECTIVES, BUDGETS; REGULAR MONITORING OF CORPORATE RESULTS AGAINST PROJECTIONS; IDENTIFY, MONITOR & MITIGATE SIGNIFICANT CORPORATE RISKS; ASSESS POLICIES, STRUCTURES & PROCEDURES; DIRECT, MONITOR & EVALUATE KMPS, SENIOR OFFICIALS; REVIEW MANAGEMENT’S SUCCESSION PLAN; EFFECTIVE MEETINGS; ASSURING APPROPRIATE BOARD SIZE, COMPOSITION, INDEPENDENCE, STRUCTURE; CLEARLY DEFINING ROLES & MONITORING ACTIVITIES OF COMMITTEES; AND REVIEW OF CORPORATION’S ETHICAL CONDUCT.PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND LISTING REGULATIONS, THE BOARD HAS CARRIED OUT THE ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE, THE DIRECTORS INDIVIDUALLY AS WELL AS THE EVALUATION OF THE WORKING OF COMMITTEES. A STRUCTURED QUESTIONNAIRE WAS PREPARED AFTER TAKING INTO CONSIDERATION INPUTS RECEIVED FROM THE DIRECTORS, COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING SUCH AS ADEQUACY OF THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, BOARD CULTURE, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS AND GOVERNANCE. A SEPARATE EXERCISE WAS CARRIED OUT TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRMAN OF THE BOARD, WHO WERE EVALUATED ON PARAMETERS SUCH AS LEVEL OF ENGAGEMENT AND CONTRIBUTION, INDEPENDENCE OF JUDGEMENT, SAFEGUARDING THE INTEREST OF THE COMPANY AND ITS MINORITY SHAREHOLDERS, ETC. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD. THE PERFORMANCE EVALUATION OF THE BOARD AS A WHOLE, COMMITTES OF THE BOARD, CHAIRMAN AND THE NON-INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. |