THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS CONTAINS BROAD PROVISIONS ON BOARD EVALUATION I.E. EVALUATION OF THE PERFORMANCE OF (I) THE BOARD AS A WHOLE, (II)INDIVIDUAL DIRECTORS (INCLUDING INDEPENDENT DIRECTORS AND CHAIRPERSON) AND (III) VARIOUS COMMITTEES OF THE BOARD. PURSUANT TO THE SAID PROVISIONS, THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD, COMMITTEES, AND INDIVIDUAL DIRECTORS. THE BOARD EVALUATION FRAMEWORK HAS BEEN DESIGNED IN COMPLIANCE WITH THE REQUIREMENTS UNDER THE COMPANIES ACT, 2013 AND THE LISTING REGULATIONS, AND IN ACCORDANCE WITH THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SEBI IN JANUARY 2017. THE BOARD EVALUATION WAS CONDUCTED THROUGH QUESTIONNAIRE DESIGNED WITH QUALITATIVE PARAMETERS AND FEEDBACK BASED ON RATINGS. ?? EVALUATION OF THE BOARD WAS BASED ON CRITERIA SUCH AS COMPOSITION AND ROLE OF THE BOARD, BOARD COMMUNICATION AND RELATIONSHIPS, FUNCTIONING OF BOARD COMMITTEES, REVIEW OF PERFORMANCE OF EXECUTIVE DIRECTORS, SUCCESSION PLANNING, STRATEGIC PLANNING, ETC. ?? EVALUATION OF COMMITTEES WAS BASED ON CRITERIA SUCH AS ADEQUATE INDEPENDENCE OF EACH COMMITTEE, FREQUENCY OF MEETINGS AND TIME ALLOCATED FOR DISCUSSIONS AT MEETINGS, FUNCTIONING OF BOARD COMMITTEES AND EFFECTIVENESS OF ITS ADVICE/ RECOMMENDATION TO THE BOARD, ETC. ?? EVALUATION OF DIRECTORS WAS BASED ON CRITERIA SUCH AS PARTICIPATION AND CONTRIBUTION IN BOARD AND COMMITTEE MEETINGS, PROPER REPRESENTATION OF SHAREHOLDER INTEREST AND PROTECTING SHAREHOLDER VALUE, INDUSTRY EXPERIENCE AND EXPERTISE TO PROVIDE FEEDBACK AND GUIDANCE TO TOP MANAGEMENT ON BUSINESS STRATEGY, GOVERNANCE, RISK AND UNDERSTANDING OF THE ORGANIZATION’S STRATEGY, ETC. IN THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS AND MEETING OF NOMINATION AND REMUNERATION COMMITTEE, THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS WAS ALSO DISCUSSED. THE BOARD NOTED THE ACTIONS TAKEN IN IMPROVING BOARD EFFECTIVENESS BASED ON FEEDBACK GIVEN IN THE PREVIOUS YEAR. FURTHER, THE BOARD ALSO NOTED AREAS REQUIRING MORE FOCUS IN THE FUTURE, WHICH INCLUDE SPENDING MORE TIME ON INDUSTRY TRENDS, LONG-TERM BUSINESS THREATS AND OPPORTUNITIES. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. |