THE BOARD HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, PERFORMANCE OF THE DIRECTORS, AS WELL AS THE EVALUATION OF THE WORKING OF ITS COMMITTEES. THE NOMINATION AND REMUNERATION COMMITTEE (NRC) HAS DEFINED THE EVALUATION CRITERIA, PROCEDURE AND TIME SCHEDULE FOR THE PERFORMANCE EVALUATION PROCESS OF THE BOARD, ITS COMMITTEES AND DIRECTORS. THE CRITERIA FOR BOARD EVALUATION INCLUDES INTER ALIA, STRUCTURE OF THE BOARD, INCLUDING QUALIFICATIONS, EXPERIENCE AND COMPETENCY OF DIRECTORS, DIVERSITY IN BOARD AND PROCESS OF APPOINTMENT; MEETINGS OF THE BOARD, INCLUDING REGULARITY AND FREQUENCY, AGENDA, DISCUSSION AND DISSENT, RECORDING OF MINUTES AND DISSEMINATION OF INFORMATION; FUNCTIONS OF THE BOARD, INCLUDING STRATEGY AND PERFORMANCE EVALUATION, CORPORATE CULTURE AND VALUES, GOVERNANCE AND COMPLIANCE, EVALUATION OF RISKS, GRIEVANCE REDRESSAL FOR INVESTORS, STAKEHOLDER VALUE AND RESPONSIBILITY, CONFLICT OF INTEREST, REVIEW OF BOARD EVALUATION AND FACILITATING INDEPENDENT DIRECTORS TO PERFORM THEIR ROLE EFFECTIVELY; EVALUATION OF MANAGEMENT’S PERFORMANCE AND FEEDBACK, INDEPENDENCE OF MANAGEMENT FROM THE BOARD, ACCESS OF BOARD AND MANAGEMENT TO EACH OTHER, SUCCESSION PLAN AND PROFESSIONAL DEVELOPMENT; DEGREE OF FULFILLMENT OF KEY RESPONSIBILITIES, ESTABLISHMENT AND DELINEATION OF RESPONSIBILITIES TO COMMITTEES, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING AND QUALITY OF RELATIONSHIP BETWEEN THE BOARD AND MANAGEMENT. CRITERIA FOR EVALUATION OF INDIVIDUAL DIRECTORS INCLUDE ASPECTS SUCH AS PROFESSIONAL QUALIFICATIONS, PRIOR EXPERIENCE, ESPECIALLY EXPERIENCE RELEVANT TO THE COMPANY, KNOWLEDGE AND COMPETENCY, FULFILLMENT OF FUNCTIONS, ABILITY TO FUNCTION AS A TEAM, INITIATIVE, AVAILABILITY AND ATTENDANCE, COMMITMENT, CONTRIBUTION, INTEGRITY, INDEPENDENCE AND GUIDANCE/ SUPPORT TO MANAGEMENT OUTSIDE BOARD/ COMMITTEE MEETINGS. IN ADDITION, THE CHAIRMAN IS ALSO EVALUATED ON KEY ASPECTS OF HIS ROLE, INCLUDING EFFECTIVENESS OF LEADERSHIP AND ABILITY TO STEER MEETINGS, IMPARTIALITY, ABILITY TO KEEP SHAREHOLDERS’ INTERESTS IN MIND AND EFFECTIVENESS AS CHAIRMAN. CRITERIA FOR EVALUATION OF THE COMMITTEES OF THE BOARD INCLUDE MANDATE AND COMPOSITION; EFFECTIVENESS OF THE COMMITTEE; STRUCTURE OF THE COMMITTEE; REGULARITY AND FREQUENCY OF MEETINGS, AGENDA, DISCUSSION AND DISSENT, RECORDING OF MINUTES AND DISSEMINATION OF INFORMATION; INDEPENDENCE OF THE COMMITTEE FROM THE BOARD; CONTRIBUTION TO DECISIONS OF THE BOARD; EFFECTIVENESS OF MEETINGS AND QUALITY OF RELATIONSHIP OF THE COMMITTEE WITH THE BOARD AND MANAGEMENT. THE PROCEDURE FOLLOWED FOR THE PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS IS DETAILED IN THE BOARD’S REPORT. |