| PURSUANT TO THE PROVISIONS OF THE ACT AND REGULATION 17(10) OF THE SEBI LISTING REGULATIONS, 2015, THE COMPANY HAS LAID DOWN THE MANNER AND CRITERIA IN WHICH FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, CHAIRPERSON AND INDIVIDUAL DIRECTORS HAS TO BE MADE. THE COMPANY HAS ENGAGED AN INDEPENDENT EXTERNAL AGENCY FOR BOARD EVALUATION. THE PROCESS INCLUDES CIRCULATION OF EVALUATION FORMS SEPARATELY FOR EVALUATION OF THE BOARD AND ITS COMMITTEES, INDEPENDENT DIRECTORS/ NON-EXECUTIVE DIRECTORS/ EXECUTIVE DIRECTORS AND THE CHAIRPERSON OF THE COMPANY AND FURTHER ONE-ON-ONE DISCUSSION WITH DIRECTORS TO CAPTURE THEIR CONTEXTUAL AND QUALITATIVE FEEDBACK. EXCEPT FOR THE CHAIRPERSON OF THE BOARD AND NRC, NO OTHER DIRECTOR HAS ACCESS TO THE INDIVIDUAL RATINGS GIVEN BY DIRECTORS. THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND THE CHAIRPERSON OF THE BOARD HAS BEEN REVIEWED BY INDEPENDENT DIRECTORS IN ITS SEPARATE MEETING. THE CRITERIA FOR EVALUATION OF INDEPENDENT DIRECTORS, INTER ALIA, INCLUDES ATTENDANCE AND PARTICIPATION, ACTING OPERATIONS AND MANUFACTURING EXCELLENCE, FINANCIAL ACUMEN AND DISCIPLINED CAPITAL ALLOCATION, ALONGSIDE ROBUST KNOWLEDGE OF RISK MANAGEMENT, REGULATORY COMPLIANCE AND CORPORATE GOVERNANCE. INCREASINGLY, COMPETENCIES IN SUSTAINABILITY AND ESG, DIGITAL AND AI-LED TRANSFORMATION AND HUMAN CAPITAL MANAGEMENT INCLUDING LEADERSHIP DEVELOPMENT AND SUCCESSION PLANNING ARE CRITICAL TO EFFECTIVELY GUIDE LONG-TERM STRATEGY, OVERSEE EXECUTION AND ENSURE SUSTAINABLE VALUE CREATION. SKILL MATRIX FOR INDIVIDUAL DIRECTORS IS APPENDED AS ANNEXURE ‘II IN GOOD FAITH, OPENNESS TO IDEAS, PRO-ACTIVE AND POSITIVE APPROACH ABOUT BOARD AND SENIOR MANAGEMENT PARTICULARLY THE ARRANGEMENTS FOR MANAGEMENT OF RISK AND THE STEPS NEEDED TO MEET CHALLENGES FROM THE COMPETITION, INDEPENDENCE AND INDEPENDENT VIEWS AND JUDGEMENT, ETC. THE CRITERIA FOR PERFORMANCE EVALUATION OF BOARD, INCLUDING ITS COMMITTEES, CHAIRPERSON AND INDIVIDUAL DIRECTORS BROADLY COVERS VARIOUS ASPECTS, INCLUDING INTER-ALIA DEGREE OF FULFILMENT OF KEY RESPONSIBILITIES, BOARD STRUCTURE AND COMPOSITION, ESTABLISHMENT AND DELINEATION OF RESPONSIBILITIES TO VARIOUS COMMITTEES, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, LONG TERM STRATEGIC PLANNING, MEETING FREQUENCY, AGENDA DISCUSSION ETC. THE PERFORMANCE OF EXECUTIVE DIRECTORS WAS EVALUATED ON THE PARAMETERS SUCH AS PERFORMANCE FOR AREA OF RESPONSIBILITY, BOARD SUPPORT AND TEAM BUILDING. THE PERFORMANCE OF INDEPENDENT DIRECTORS WAS EVALUATED ON THE PARAMETERS SUCH AS PREPARATION AND PARTICIPATION, PERSONALITY AND CONDUCT, EFFECTIVENESS AS A BOARD MEMBER AND QUALITY OF VALUE ADDITION. |