THE COMPANIES ACT, 2013 (“ACT”) AND THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (“THE LISTING REGULATIONS”) STIPULATE THE EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, INDIVIDUAL DIRECTORS AND THE CHAIRPERSON. YOUR COMPANY HAS FORMULATED A PROCESS FOR PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS, THE BOARD, ITS COMMITTEES AND OTHER INDIVIDUAL DIRECTORS WHICH INCLUDES CRITERIA FOR PERFORMANCE EVALUATION OF THE NON-EXECUTIVE DIRECTORS AND EXECUTIVE DIRECTORS. AN ANNUAL PERFORMANCE EVALUATION EXERCISE WAS CARRIED OUT COMPLIANCE WITH THE APPLICABLE PROVISIONS OF THE ACT, LISTING REGULATIONS, THE COMPANY’S CODE OF INDEPENDENT DIRECTORS AND THE CRITERIA AND METHODOLOGY OF PERFORMANCE EVALUATION APPROVED BY THE NRC AS UNDER: EVALUATING BODY EVALUATEE BROAD CRITERIA AND PARAMETERS OF EVALUATION PROCESS OF EVALUATION THE BOARD, THE NRC AND THE INDEPENDENT DIRECTORS THE BOARD AS A WHOLE REVIEW OF FULFILMENT OF BOARD’S RESPONSIBILITIES INCLUDING STRATEGIC DIRECTION, FINANCIAL REPORTING, RISK MANAGEMENT FRAMEWORK, ESG, GRIEVANCE REDRESSAL, SUCCESSION PLANNING, KNOWLEDGE OF INDUSTRY TRENDS, DIVERSITY OF BOARD ETC. AND FEEDBACK TO IMPROVE BOARD’S EFFECTIVENESS. INTERNAL ASSESSMENT THROUGH A STRUCTURED AND SEPARATE RATING BASED QUESTIONNAIRE FOR EACH OF THE EVALUATIONS. THE EVALUATION IS CARRIED OUT ON A SECURED ONLINE PORTAL WHEREBY THE EVALUATORS ARE ABLE TO SUBMIT THEIR RATINGS AND QUALITATIVE FEEDBACK, DETAILS OF WHICH ARE ACCESSIBLE ONLY TO THE NRC CHAIRPERSON. THE NRC ALSO REVIEWS THE IMPLEMENTATION AND COMPLIANCE OF THE EVALUATION EXERCISE DONE ANNUALLY. THE RESULTS AND OUTCOME ARE EVALUATED, DELIBERATED UPON AND NOTED BY THE INDEPENDENT DIRECTORS, THE NRC AND THE BOARD AT THEIR RESPECTIVE MEETINGS. THE BOARD THE COMMITTEES OF THE BOARD (SEPARATELY FOR EACH COMMITTEE) STRUCTURE, COMPOSITION, ATTENDANCE AND PARTICIPATION, MEETINGS OF COMMITTEES, EFFECTIVENESS OF THE FUNCTIONS HANDLED, INDEPENDENCE OF THE COMMITTEE FROM THE BOARD, CONTRIBUTION TO DECISIONS OF THE BOARD ETC. THE BOARD, THE NRC, AND THE INDEPENDENT DIRECTORS INDEPENDENT DIRECTORS INCLUDING THOSE SEEKING RE-APPOINTMENT, NON-INDEPENDENT DIRECTORS, AND THE MD (EXCLUDING THE DIRECTOR BEING EVALUATED) QUALIFICATIONS, EXPERIENCE, SKILLS, INDEPENDENCE CRITERIA, INTEGRITY OF THE DIRECTORS, CONTRIBUTION AND ATTENDANCE AT MEETINGS, ABILITY TO FUNCTION AS A TEAM AND DEVOTE TIME, FULFILMENT OF FUNCTIONS, ABILITY TO CHALLENGE VIEWS OF OTHERS IN A CONSTRUCTIVE MANNER, KNOWLEDGE ACQUIRED WITH REGARD TO THE COMPANY’S BUSINESS, UNDERSTANDING OF INDUSTRY, FAIRNESS AND TRANSPARENCY DEMONSTRATED, ADEQUACY OF RESOURCE STAFFING. THE BOARD, THE NRC AND THE INDEPENDENT DIRECTORS CHAIRPERSON SKILLS, EXPERTISE, EFFECTIVENESS OF LEADERSHIP, EFFECTIVE ENGAGEMENT WITH OTHER BOARD MEMBERS DURING AND OUTSIDE MEETINGS, ALLOCATION OF TIME TO OTHER BOARD MEMBERS AT THE MEETINGS AND ABILITY TO STEER THE MEETINGS, COMMITMENT, IMPARTIALITY, ABILITY TO KEEP SHAREHOLDERS’ INTERESTS IN MIND, EFFECTIVE ENGAGEMENT WITH SHAREHOLDERS DURING GENERAL MEETINGS ETC. |