| THE COMPANY BELIEVES THAT SYSTEMATIC EVALUATION CONTRIBUTES SIGNIFICANTLY TO IMPROVED PERFORMANCE AT THE THREE LEVELS; ORGANIZATIONAL, BOARD AND INDIVIDUAL BOARD MEMBER. IT ENCOURAGES THE LEADERSHIP, TEAMWORK, ACCOUNTABILITY, DECISION MAKING, COMMUNICATION AND EFFICIENCY OF THE BOARD. EVALUATION ALSO ENSURES TEAMWORK BY CREATING BETTER UNDERSTANDING OF BOARD DYNAMICS, MANAGEMENT RELATIONS AND THINKING AS A GROUP WITHIN THE BOARD. THE PROCESS INCLUDES MULTILAYERED EVALUATION BASED ON WELL-DEFINED CRITERIA CONSISTING OF RELEVANT PARAMETERS. AS REQUIRED UNDER SECTION 134(3)(P) OF THE ACT AND REGULATION 17(10) OF THE LISTING REGULATIONS THE BOARD OF DIRECTORS ASSESSED THE PERFORMANCE OF INDEPENDENT DIRECTORS AS PER THE CRITERIA LAID DOWN AND HAVE RECOMMENDED THEIR CONTINUATION ON THE BOARD OF THE COMPANY.A SEPARATE EXERCISE WAS CARRIED OUT TO EVALUATE THE PERFORMANCE OF THE INDEPENDENT DIRECTORS AND INDIVIDUAL DIRECTORS INCLUDING THE CHAIRMAN OF THE BOARD, WHO WERE EVALUATED ON THE PARAMETERS SUCH AS RELEVANT EXPERIENCE, EXPERTISE AND SKILLS; DEVOTION OF TIME AND ATTENTION TO YOUR COMPANY’S LONG TERM STRATEGIC ISSUES, ADDRESSING THE MOST RELEVANT ISSUES FOR YOUR COMPANY, DISCUSSING AND ENDORSING YOUR COMPANY’S STRATEGY, PROFESSIONAL CONDUCT, ETHICS AND INTEGRITY, ABILITY AND WILLINGNESS TO SPEAK UP, FOCUS ON SHAREHOLDER VALUE CREATION, HIGH GOVERNANCE STANDARDS, KNOWLEDGE OF BUSINESS, PROCESS AND PROCEDURE FOLLOWED, OPENNESS OF DISCUSSION/ INTEGRITY, RELATIONSHIP WITH MANAGEMENT, IMPACT ON KEY MANAGEMENT DECISIONS, LEVEL OF ATTENDANCE, ENGAGEMENT AND CONTRIBUTION, INDEPENDENCE OF JUDGEMENT, SAFEGUARDING THE INTEREST OF THE COMPANY AND ITS MINORITY SHAREHOLDER’S INTEREST ETC. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED AND THE PERFORMANCE EVALUATION OF THE CHAIRMAN AND NON-INDEPENDENT DIRECTORS (EXECUTIVE DIRECTORS) WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS. HAVING REGARD TO THE INDUSTRY, SIZE AND NATURE OF BUSINESS YOUR COMPANY IS ENGAGED IN, THE BOARD EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS WHICH IS SUFFICIENT, APPROPRIATE AND FOUND TO BE SERVING THE PURPOSE. THE DIRECTORS HAVE EXPRESSED THEIR SATISFACTION FOR THE EVALUATION PROCESS, EVALUATION RESULTS, WHICH REFLECTED THE OVERALL ENGAGEMENT AND THE EFFECTIVENESS OF THE BOARD AND ITS COMMITTEES. THE CRITERIA FOR PERFORMANCE EVALUATION OF THE INDIVIDUAL DIRECTORS INCLUDE ASPECTS LIKE PROFESSIONAL CONDUCT, COMPETENCY, CONTRIBUTION TO THE BOARD AND COMMITTEE MEETINGS AND OTHER MEASURES. IN ADDITION, THE PERFORMANCE OF THE CHAIRMAN IS ALSO EVALUATED ON KEY ASPECTS OF HIS ROLES AND RESPONSIBILITIES. SUCCESSION PLANNING: THE NOMINATION AND REMUNERATION COMMITTEE WORKS WITH THE BOARD FOR SUCCESSION PLANNING FOR ITS DIRECTORS, KMPS AND SENIOR MANAGEMENT. |