IN TERMS OF REQUIREMENTS OF SECURITIES EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (AS AMENDED) AND PROVISIONS OF COMPANIES ACT, 2013, NOMINATION CUM REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY SPECIFIED THE MANNER FOR EFFECTIVE EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS. BASED ON THE SAME, THE BOARD CARRIES OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, PERFORMANCE OF ITS COMMITTEES, INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS. COMPANY ADOPTED THE EVALUATION PARAMETERS AS SUGGESTED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA AND SECURITIES AND EXCHANGE BOARD OF INDIA WITH SUITABLE CHANGES FROM COMPANY’S PERSPECTIVE. THE PERFORMANCE OF THE BOARD IS EVALUATED BY THE BOARD ON THE BASIS OF CRITERIA SUCH AS BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION FLOW TO BOARD, FUNCTIONING OF THE BOARD, ETC. THE PERFORMANCE OF COMMITTEES IS EVALUATED BY THE BOARD ON THE BASIS OF CRITERIA SUCH AS COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE WORKING, INDEPENDENCE, ETC. THE BOARD EVALUATES THE PERFORMANCE OF INDIVIDUAL DIRECTOR ON THE BASIS OF CRITERIA SUCH AS ATTENDANCE AND CONTRIBUTION OF DIRECTOR AT BOARD/COMMITTEE MEETINGS, ADHERENCE TO ETHICAL STANDARDS AND CODE OF CONDUCT OF THE COMPANY, INTER-PERSONAL RELATIONS WITH OTHER DIRECTORS, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS IN THE BOARD/ COMMITTEE MEETINGS, ETC. COMPANY APPOINTS AN EXTERNAL FACILITATOR FOR THE PURPOSE OF CARRYING OUT THE PERFORMANCE EVALUATION IN A FAIR AND TRANSPARENT MANNER. STRUCTURED QUESTIONNAIRES ARE CIRCULATED TO BOARD MEMBERS FOR PROVIDING FEEDBACK ON VARIOUS PARAMETERS (AS STATED ABOVE) INCLUDING ON PERFORMANCE OF BOARD / COMMITTEES / DIRECTORS, ENGAGEMENT LEVELS, INDEPENDENCE OF JUDGMENT AND OTHER CRITERIA. THIS IS FOLLOWED WITH REVIEW AND DISCUSSIONS AT THE LEVEL OF THE BOARD. IN A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS, PERFORMANCE EVALUATION OF NON- INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND PERFORMANCE EVALUATION OF CHAIRMAN IS CARRIED OUT, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE AND NON-EXECUTIVE DIRECTORS. THE QUALITY, QUANTITY AND TIMELINESS OF THE FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD, WHICH IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES ARE ALSO EVALUATED IN THE SAID MEETING. |