| THE BOARD OF DIRECTORS IS COMMITTED TO CONTINUED IMPROVEMENT IN ITS EFFECTIVENESS. ACCORDINGLY, THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS PARTICIPATED IN THE ANNUAL FORMAL EVALUATION OF ITS PERFORMANCE. THIS WAS DESIGNED TO ENSURE, AMONGST OTHER THINGS, THAT THE BOARD, ITS COMMITTEES AND EACH DIRECTOR CONTINUE TO CONTRIBUTE EFFECTIVELY. EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INVOLVED STRUCTURED QUESTIONNAIRE-DRIVEN DISCUSSIONS THAT COVERED A NUMBER OF KEY AREAS / EVALUATION CRITERIA INCLUDING THE ROLES AND RESPONSIBILITIES, SIZE AND COMPOSITION OF THE BOARD AND ITS COMMITTEES, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS IN THE MEETINGS, DYNAMICS OF THE BOARD AND ITS COMMITTEES AND THE RELATIONSHIP BETWEEN THE BOARD AND MANAGEMENT. CHAIRMAN OF THE BOARD OF DIRECTORS HAD MEETINGS WITH THE INDEPENDENT DIRECTORS. CHAIRPERSON OF THE NOMINATION & REMUNERATION COMMITTEE HAD MEETINGS WITH THE NON- INDEPENDENT DIRECTORS. INDEPENDENT DIRECTORS, AT THEIR MEETING LED BY THE CHAIRPERSON OF THE NOMINATION & REMUNERATION COMMITTEE, REVIEWED THE PERFORMANCE OF THE CHAIRMAN, NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE IN RESPECT OF THE FINANCIAL YEAR UNDER REVIEW. THE INDEPENDENT DIRECTORS, IN THE SAID MEETING, ALSO ASSESSED THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. THESE MEETINGS WERE INTENDED TO OBTAIN DIRECTORS’ INPUT ON EFFECTIVENESS OF THE BOARD/ COMMITTEE PROCESSES. THE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CONDUCTED BY THE ENTIRE BOARD OF DIRECTORS WHICH INCLUDED THE PERFORMANCE OF THE DIRECTORS AND FULFILLMENT OF THE INDEPENDENCE CRITERIA AS SPECIFIED IN THE LISTING REGULATIONS AND THEIR INDEPENDENCE FROM THE MANAGEMENT. IN THE ABOVE EVALUATION, THE DIRECTORS WHO WERE SUBJECT TO EVALUATION DID NOT PARTICIPATE. THE RESULTS OF THE EVALUATION WERE DISCUSSED WITH THE RELEVANT COMMITTEES AND COLLECTIVELY BY THE BOARD AS A WHOLE. CONSTRUCTIVE FEEDBACK WAS ALSO OBTAINED ON THE CONTRIBUTIONS OF INDIVIDUAL DIRECTORS. FORMAL ANNUAL EVALUATION WAS CARRIED OUT IN COMPLIANCE WITH ALL THE APPLICABLE PROVISIONS OF THE ACT AND THE LISTING REGULATIONS. DURING THE BOARD EVALUATION, IT WAS OBSERVED THAT THE BOARD OF DIRECTORS, AS A WHOLE, FUNCTIONS AS A COHESIVE AND INTEGRATED BODY, CONTRIBUTING TO RICH AND VALUE-ADDING DISCUSSIONS. THE BOARD MAINTAINS AN OPTIMAL BALANCE BETWEEN OPERATIONAL AND STRATEGIC MATTERS AND IS PROACTIVELY ENGAGED ON KEY ISSUES SUCH AS TALENT, STRATEGY, AND GOVERNANCE. AS PART OF THE EVALUATION EXERCISE, THE BOARD ALSO IDENTIFIED SPECIFIC AREAS FOR FURTHER ENGAGEMENT AND FOCUS. THE DIRECTORS EXPRESSED SATISFACTION WITH THE EVALUATION OUTCOMES, WHICH REFLECTED THE OVERALL COMMITMENT AND INVOLVEMENT OF THE BOARD AND ITS COMMITTEES WITH THE COMPANY. |