PURSUANT TO THE REQUIREMENTS OF SECTION 134(3)(P) OF THE COMPANIES ACT, 2013 READ WITH REGULATION 17 OF THE LISTING REGULATIONS, THE NOMINATION AND REMUNERATION COMMITTEE, AS REPORTED IN EARLIER YEARS, FORMULATED THE POLICY ON BOARD EVALUATION, EVALUATION OF BOARD COMMITTEES’ FUNCTIONING AND INDIVIDUAL DIRECTOR EVALUATION, AND ALSO SPECIFIED THAT SUCH EVALUATION WILL BE DONE BY THE BOARD, PURSUANT TO THE ACT AND THE RULES THEREUNDER AND THE LISTING REGULATIONS 2015. IN KEEPING WITH COMPANY’S BELIEF THAT IT IS THE COLLECTIVE EFFECTIVENESS OF THE BOARD THAT IMPACTS COMPANY’S PERFORMANCE, THE PRIMARY EVALUATION PLATFORM IS THAT OF COLLECTIVE PERFORMANCE OF THE BOARD AS A WHOLE. BOARD PERFORMANCE IS ASSESSED AGAINST THE ROLE AND RESPONSIBILITIES OF THE BOARD AS PROVIDED IN THE ACT AND THE LISTING REGULATIONS 2015 READ WITH THE COMPANY’S GOVERNANCE POLICY. THE NOMINATION AND REMUNERATION COMMITTEE HAS DEVISED A CRITERIA FOR EVALUATION OF THE PERFORMANCE OF THE DIRECTORS INCLUDING THE INDEPENDENT DIRECTORS BY PREPARING A STRUCTURED QUESTIONNAIRE AFTER TAKING INTO CONSIDERATION INPUTS RECEIVED FROM THE DIRECTORS, COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING, ATTENDANCE, ACQUAINTANCE WITH BUSINESS, COMMUNICATION INTER SE BETWEEN BOARD MEMBERS, EFFECTIVE PARTICIPATION, DOMAIN KNOWLEDGE, COMPLIANCE WITH CODE OF CONDUCT, VISION AND STRATEGY, ETC., WHICH IS IN COMPLIANCE WITH APPLICABLE LAWS, REGULATIONS AND GUIDELINES. EVALUATION OF FUNCTIONING OF BOARD COMMITTEES IS BASED ON DISCUSSIONS AMONGST COMMITTEE MEMBERS AND SHARED BY THE RESPECTIVE COMMITTEE CHAIRMAN WITH THE CHAIRMAN OF THE NOMINATION AND REMUNERATION COMMITTEE, WHO IN TURN SHARED THE CONSOLIDATED REPORT WITH CHAIRMAN OF THE BOARD FOR HIS REVIEW AND GIVING FEEDBACK TO EACH DIRECTOR. 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 ETC. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD. THE PERFORMANCE EVALUATION OF THE CHAIRMAN AND THE NON-INDEPENDENT DIRECTORS WERE CARRIED OUT BY THE INDEPENDENT DIRECTORS. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. REPORTS ON FUNCTIONING OF COMMITTEES WERE PLACED BEFORE THE BOARD BY THE COMMITTEE CHAIRMAN. THE INDEPENDENT DIRECTORS COMMITTEE OF THE BOARD ALSO REVIEWED THE PERFORMANCE OF THE NON-INDEPENDENT DIRECTORS AND THE BOARD, PURSUANT TO SCHEDULE IV TO THE ACT AND REGULATION 25 OF THE LISTING REGULATIONS 2015. |