IN LINE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013 AND SEBI GUIDANCE NOTE ON BOARD EVALUATION ISSUED ON JANUARY 5, 2017 READ WITH RELEVANT PROVISIONS OF THE SEBI LISTING REGULATIONS, 2015, THE BOARD HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS THROUGH THE SEPARATE MEETING OF INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE. THE BOARD EVALUATED THE EFFECTIVENESS OF ITS FUNCTIONING, THAT OF THE COMMITTEES AND OF INDIVIDUAL DIRECTORS, AFTER TAKING FEEDBACK FROM THE DIRECTORS AND COMMITTEE MEMBERS. THE PERFORMANCE OF THE INDEPENDENT DIRECTORS WAS EVALUATED BY THE ENTIRE BOARD EXCEPT THE PERSON BEING EVALUATED, IN THEIR MEETING HELD ON FEBRUARY 06, 2023. A SEPARATE MEETING OF INDEPENDENT DIRECTORS WAS HELD ON FEBRUARY 17, 2023, TO REVIEW THE PERFORMANCE OF NON- INDEPENDENT DIRECTORS', PERFORMANCE OF THE BOARD AND COMMITTEE AS A WHOLE AND PERFORMANCE OF THE CHAIRMAN OF THE COMPANY, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND THE NON-EXECUTIVE DIRECTORS. THE PERFORMANCE EVALUATION OF THE BOARD AND ITS CONSTITUENTS WAS CONDUCTED ON THE BASIS OF FUNCTIONS, RESPONSIBILITIES, COMPETENCIES, STRATEGY, TONE AT THE TOP, RISK IDENTIFICATION AND ITS CONTROL, DIVERSITY, AND NATURE OF BUSINESS. A STRUCTURED QUESTIONNAIRE WAS CIRCULATED TO THE MEMBERS OF THE BOARD COVERING VARIOUS ASPECTS OF THE BOARD'S FUNCTIONING, BOARD CULTURE, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, PROFESSIONAL OBLIGATIONS AND GOVERNANCE. THE QUESTIONNAIRE IS DESIGNED TO JUDGE KNOWLEDGE OF DIRECTORS, THEIR INDEPENDENCE WHILE TAKING BUSINESS DECISIONS; THEIR PARTICIPATION IN FORMULATION OF BUSINESS PLANS; THEIR CONSTRUCTIVE ENGAGEMENT WITH COLLEAGUES AND UNDERSTANDING THE RISK PROFILE OF THE COMPANY, ETC. IN ADDITION TO THE ABOVE, THE CHAIRMAN OF THE BOARD AND / OR COMMITTEE IS EVALUATED ON THE BASIS OF HIS LEADERSHIP, COORDINATION AND STEERING SKILLS. 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. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR WHOSE PERFORMANCE IS BEING EVALUATED. |