THE NOMINATION AND REMUNERATION COMMITTEE HAS FORMULATED THE CRITERIA FOR THE EVALUATION OF THE INDIVIDUAL DIRECTORS, BOARD AND ITS COMMITTEES. THE ABOVE CRITERIA ARE BROADLY BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA ON 5TH JANUARY 2017. THE CRITERIA FOR EVALUATION OF INDIVIDUAL DIRECTORS INCLUDES INTER ALIA ASPECTS SUCH AS KNOWLEDGE AND COMPETENCY, FULFILMENT OF FUNCTIONS, ABILITY TO FUNCTION AS A TEAM, INITIATIVE TAKEN, AVAILABILITY AND ATTENDANCE AT THE MEETING, COMMITMENT, INTEGRITY, INDEPENDENCE, CONTRIBUTION AT BOARD/COMMITTEE MEETINGS AND GUIDANCE/SUPPORT TO THE 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 THE MEETINGS, IMPARTIALITY, ABILITY TO KEEP SHAREHOLDERS’ INTERESTS IN MIND AND MOTIVATING AND PROVIDING GUIDANCE TO THE EXECUTIVE DIRECTORS, ETC. THE CRITERIA FOR BOARD EVALUATION INCLUDES INTER ALIA, STRUCTURE OF THE BOARD, MEETINGS AND FUNCTIONS OF THE BOARD, DEGREE OF FULFILMENT OF KEY RESPONSIBILITIES, ESTABLISHMENT AND DELINEATION OF RESPONSIBILITY TO COMMITTEES, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING AND QUALITY OF RELATIONSHIP BETWEEN THE BOARD AND THE MANAGEMENT, ETC. THE CRITERIA FOR COMMITTEE EVALUATION INCLUDES INTER ALIA, MANDATE AND COMPOSITION, EFFECTIVENESS OF THE COMMITTEE, STRUCTURE OF THE COMMITTEE AND MEETINGS, INDEPENDENCE OF THE COMMITTEE FROM THE BOARD, CONTRIBUTION TO DECISIONS OF THE BOARD, EFFECTIVENESS OF THE MEETINGS AND QUALITY OF RELATIONSHIP OF THE COMMITTEE WITH THE BOARD AND THE MANAGEMENT, ETC. DURING FY 2023-24, THE BOARD EVALUATED THE EFFECTIVENESS OF ITS FUNCTIONING, OF THE COMMITTEES AND OF INDIVIDUAL DIRECTORS. THE EVALUATION WAS DONE THROUGH ONLINE SELF-ASSESSMENT. THE NRC CHAIRPERSON HAD A DETAILED DISCUSSION WITH INDIVIDUAL DIRECTORS TO OBTAIN THEIR INPUT ON EFFECTIVENESS OF THE BOARD/ COMMITTEE FUNCTIONING AND PROCESSES. THE DETAILED PRESENTATION ON THE BOARD EFFECTIVENESS WAS MADE TO THE BOARD. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, THE EVALUATION OF BOARD AND NON-EXECUTIVE DIRECTORS (INCLUDING CHAIRMAN) WAS CONDUCTED TAKING INTO ACCOUNT FEEDBACK RECEIVED FROM ALL DIRECTORS. THE INDEPENDENT DIRECTORS PROVIDED FEEDBACK TO THE BOARD CHAIRMAN AND THE EXECUTIVE DIRECTOR AND CEO. THE BOARD EFFECTIVENESS DISCUSSIONS HELP THE BOARD TO CONTINUOUSLY EVOLVE AND REMAIN RELEVANT AS PER THE STRATEGIC NEEDS OF THE COMPANY. |