PURSUANT TO THE RECOMMENDATION OF THE NRC AND AS APPROVED BY THE BOARD AT THEIR RESPECTIVE MEETINGS HELD ON FEBRUARY 13, 2024, YOUR COMPANY UNDERTOOK A REVAMPED AND ENHANCED EVALUATION PROCESS DURING THE FY 2024–25. THIS EXERCISE BUILT UPON THE FRAMEWORK ESTABLISHED IN THE PREVIOUS YEAR [FY 2023-24], WITH A BROADER SCOPE AND DEEPER ASSESSMENT PARAMETERS THE EVALUATION WAS CONDUCTED THROUGH A COMPREHENSIVE QUESTIONNAIRE DESIGNED TO CAPTURE BOTH OBJECTIVE AND SUBJECTIVE FEEDBACK. THE PROCESS WAS CARRIED OUT ENTIRELY THROUGH A SECURE, PAPERLESS AND CONFIDENTIAL ONLINE PLATFORM, ENSURING EASE OF PARTICIPATION AND DATA INTEGRITY. THE EVALUATION COVERED THE FOLLOWING KEY AREAS: 1. FUNCTIONING OF THE BOARD AS A WHOLE – INCLUDING ITS STRUCTURE, EFFECTIVENESS, STRATEGIC OVERSIGHT AND ALIGNMENT WITH THE COMPANY’S LONG-TERM GOALS. 2. PERFORMANCE OF INDIVIDUAL DIRECTORS – ASSESSING THEIR PREPAREDNESS, PARTICIPATION, DOMAIN KNOWLEDGE AND CONTRIBUTION TO DISCUSSIONS. 3. EFFECTIVENESS OF THE CHAIRMAN – FOCUSING ON LEADERSHIP, FACILITATION OF INCLUSIVE DIALOGUE AND OVERALL GOVERNANCE. 4. PERFORMANCE OF BOARD COMMITTEES – EVALUATING THEIR MANDATE, COMPOSITION, DECISION-MAKING SUPPORT AND CONTRIBUTION TO THE BOARD’S FUNCTIONING. THE BOARD EVALUATION FRAMEWORK WAS STRUCTURED AROUND CRITICAL THEMES SUCH AS BOARD COMPOSITION, MEETING EFFECTIVENESS, STRATEGIC FOCUS, SUSTAINABILITY AND DIGITAL STRATEGY. FOR COMMITTEES, THE ASSESSMENT EMPHASIZED CLARITY OF ROLES, EFFECTIVENESS IN FULFILLING THEIR RESPONSIBILITIES AND THEIR SUPPORT IN ENHANCING THE BOARD’S DECISIONS. FOR ALL DIRECTORS, INCLUDING INDEPENDENT DIRECTORS, THE EVALUATION CONSIDERED THEIR UNDERSTANDING OF FIDUCIARY DUTIES, EXTERNAL PERSPECTIVES BROUGHT TO THE BOARD AND COMMITMENT TO CONTINUOUS LEARNING. ADDITIONALLY, SPECIFIC CRITERIA WERE APPLIED TO ASSESS THE PERFORMANCE OF THE INDEPENDENT DIRECTORS AND THE CHAIRPERSON, PARTICULARLY IN TERMS OF REGULATORY COMPLIANCE AND FOSTERING A CULTURE OF OPENNESS AND INCLUSIVITY. THE BOARD BELIEVES THAT THIS STRUCTURED AND TRANSPARENT EVALUATION PROCESS CONTRIBUTES SIGNIFICANTLY TO STRENGTHENING THE OVERALL EFFECTIVENESS OF THE BOARD AND ITS COMMITTEES AND REINFORCES THE COMPANY’S COMMITMENT TO SOUND CORPORATE GOVERNANCE. |