| THE BOARD OF DIRECTORS ADOPTED THE PERFORMANCE EVALUATION POLICY WITH AN OBJECTIVE OF EVALUATING THE PERFORMANCE OF THE EACH AND EVERY DIRECTOR OF THE BOARD, ITS VARIOUS COMMITTEES AND PERFORMANCE OF THE BOARD AS A WHOLE, WHICH WOULD CONTRIBUTE SIGNIFICANTLY TO PERFORMANCE IMPROVEMENTS AT ALL THE THREE LEVELS I.E. THE ORGANIZATIONAL, THE BOARD AND THE INDIVIDUAL DIRECTOR LEVEL, WHICH IN TURN WOULD HELP IN INCREASING ACCOUNTABILITY, BETTER DECISION MAKING, ENHANCED COMMUNICATION AND MORE EFFICIENT BOARD OPERATIONS. ACCORDINGLY, PURSUANT TO THE PROVISIONS OF COMPANIES ACT, 2013, LISTING REGULATIONS AND PERFORMANCE EVALUATION POLICY OF THE COMPANY, THE BOARD OF DIRECTORS, IN CONSULTATION WITH THE NOMINATION & REMUNERATION COMMITTEE AND INDEPENDENT DIRECTORS, CARRIED OUT & ANALYSED THE ANNUAL PERFORMANCE EVALUATION OF ALL THE DIRECTORS, THE BOARD AS A WHOLE AND ITS COMMITTEES. THE ANNUAL PERFORMANCE EVALUATION WAS CARRIED OUT BASED ON DETAILED QUESTIONNAIRES DRAFTED IN ACCORDANCE WITH THE GUIDANCE NOTE ISSUED BY SEBI. THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS WAS EVALUATED AFTER SEEKING INPUTS FROM ALL THE DIRECTORS OTHER THAN THE ONE WHO IS BEING EVALUATED. THE EVALUATION WAS BASED ON THE CRITERIA SUCH AS DIRECTOR'S KNOWLEDGE AND UNDERSTANDING OF THEIR ROLE, COMPANY'S VISION AND MISSION, DIRECTOR'S COMMITMENT, QUALIFICATION, SKILL AND EXPERIENCE, ASSERTIVENESS IN COMMUNICATION, ETC. THE PERFORMANCE OF THE BOARD WAS EVALUATED ON THE BASIS OF VARIOUS CRITERIA SUCH AS COMPOSITION OF THE BOARD, INFORMATION FLOW TO THE BOARD, MATTERS ADDRESSED IN THE MEETING, STRATEGIC ISSUES, ROLES AND FUNCTIONS OF THE BOARD, RELATIONSHIP WITH THE MANAGEMENT, ENGAGEMENT WITH THE BOARD AND EXTERNAL STAKEHOLDERS AND OTHER DEVELOPMENT AREAS. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED AFTER SEEKING THE INPUTS OF COMMITTEE MEMBERS ON THE CRITERIA SUCH AS UNDERSTANDING THE TERMS OF REFERENCE, COMMITTEE COMPOSITION, INDEPENDENCE, CONTRIBUTIONS TO BOARD DECISIONS ETC. FURTHER, THE PERFORMANCE OF CHAIRMAN & EXECUTIVE DIRECTOR WERE EVALUATED ON CERTAIN ADDITIONAL PARAMETERS DEPENDING UPON THEIR ROLES AND RESPONSIBILITIES SUCH AS LEADERSHIP, RELATIONSHIP WITH STAKEHOLDERS, EXECUTION OF BUSINESS PLANS, RISK MANAGEMENT, DEVELOPMENT OF PLANS AND POLICIES IN ALIGNMENT WITH THE VISION AND MISSION OF THE COMPANY, ETC. ORIENT CERATECH LIMITED SIMILARLY, CRITERIA FOR EVALUATION OF INDEPENDENT DIRECTORS INCLUDE EFFECTIVE DEPLOYMENT OF KNOWLEDGE AND EXPERTISE, WILLINGNESS TO DEVOTE TIME AND EFFORTS TOWARDS HIS/HER ROLE, HIGH ETHICAL STANDARDS, ADHERENCE TO APPLICABLE CODES AND POLICIES, EFFECTIVE PARTICIPATION, ETC. DURING THE YEAR, THE INDEPENDENT DIRECTORS HAD MET SEPARATELY AND DISCUSSED, INTER-ALIA, THE PERFORMANCE OF NON-EXECUTIVE CHAIRMAN, WHOLE-TIME DIRECTOR & CHIEF EXECUTIVE OFFICER OF THE COMPANY AND THE BOARD AS A WHOLE. THE NOMINATION AND REMUNERATION COMMITTEE HAS ALSO CARRIED OUT EVALUATION OF EVERY DIRECTOR'S PERFORMANCE. THE BOARD EVALUATION REPORT ON PERFORMANCE OF EACH INDIVIDUAL DIRECTOR AND THE BOARD AS A WHOLE WAS PLACED BEFORE THE BOARD OF DIRECTORS FOR APPROPRIATE ANALYSIS AND CONFIRMATION. BASED ON THE ANNUAL PERFORMANCE EVALUATION, THE BOARD EXPRESSED ITS SATISFACTION WITH THE PERFORMANCE EVALUATION PROCESS. |