| DURING THE FINANCIAL YEAR 2021-22, THE BOARD IN CONSULTATION WITH THE NOMINATION & REMUNERATION COMMITTEE (‘NRC’), HAS REVISED THE ANNUAL EVALUATION FRAMEWORK FOR BOARD, COMMITTEE(S) AND INDIVIDUAL DIRECTOR(S) AND THE DIRECTORS HAVE CARRIED OUT THE ANNUAL PERFORMANCE EVALUATION. THE EVALUATION HAS BEEN CARRIED OUT THROUGH A QUESTIONNAIRE, FORMULATED BY NRC, COVERING VARIOUS EVALUATION CRITERIA, LIKE BOARD COMPOSITION, MEETING OF BOARD AND PARTICIPATION OF BOARD MEMBERS, FUNCTIONS OF THE BOARD, COMMITTEE(S) COMPOSITION, FUNCTIONS OF THE COMMITTEE(S), COMMON UNDERSTANDING OF ROLES & RESPONSIBILITIES; THE BOARD ADEQUATELY REVIEWS AND GUIDES CORPORATE STRATEGIES SUCH AS RESTRUCTURING, MAJOR PLANS AND POLICIES, BUDGETS, PERFORMANCE AND EXPENDITURE, ETC. FEEDBACK WAS SOUGHT FROM EACH DIRECTOR IN THE SAID QUESTIONNAIRE BASED ON THE FRAMEWORK AND, THEREAFTER, A SUMMARY OF SUCH PERFORMANCE EVALUATION, COMPILED BY THE COMPANY SECRETARY, WAS REVIEWED AND NOTED BY THE BOARD. DURING THE FINANCIAL YEAR 2021-22, THE BOARD ON RECOMMENDATION OF THE NOMINATION & REMUNERATION COMMITTEE APPROVED THE REVISION IN THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY. THE POLICY CONSISTS OF THE CRITERIA FOR APPOINTMENT OF BOARD MEMBERS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY, PERFORMANCE EVALUATION AND SUCCESSION PLANNING PROCESS. SOME OF THE INDICATORS FOR APPOINTMENT OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT INCLUDES CRITERIA FOR DETERMINING QUALIFICATIONS (EDUCATIONAL, EXPERTISE ETC.) AND REMUNERATION, POSITIVE ATTRIBUTES (PERSONAL QUALITIES & CHARACTERISTICS, REPUTATION ETC.) WITH THE OBJECT OF ATTRACTING, RETAINING AND MOTIVATING TALENT WHICH IS REQUIRED TO RUN THE COMPANY SUCCESSFULLY. |