| PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013, REGULATION 17 OF THE SEBI LISTING REGULATIONS AND AFTER TAKING INTO CONSIDERATION THE GUIDANCE NOTE ISSUED BY SEBI VIDE CIRCULAR NO. CMD/CIR/P/2017/004 DATED JANUARY 5, 2017, NOMINATION AND REMUNERATION COMMITTEE HAS LAID DOWN THE CRITERIA FOR AND CARRIED OUT THE PERFORMANCE EVALUATION OF ALL THE DIRECTORS OF THE COMPANY INDIVIDUALLY INCLUDING INDEPENDENT DIRECTORS AND WORKING OF ITS COMMITTEES. THE PERFORMANCE EVALUATION HAS BEEN DONE BY THE ENTIRE BOARD OF DIRECTORS, EXCEPT THE DIRECTOR CONCERNED BEING EVALUATED. THE PERFORMANCE OF THE BOARD WAS EVALUATED ON THE BASIS OF VARIOUS CRITERIA SUCH AS COMPOSITION OF THE BOARD, INFORMATION FLOW TO THE BOARD, DISCUSSION OF STRATEGIC ISSUES AT THE BOARD, ROLES AND FUNCTIONS OF THE BOARD, RELATIONSHIP AND ENGAGEMENT OF THE BOARD WITH MANAGEMENT, EXTERNAL STAKEHOLDERS AND OTHER DEVELOPMENT AREAS. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED AFTER SEEKING THE INPUTS OF COMMITTEE MEMBERS ON THE CRITERIA SUCH AS UNDERSTANDING THE TERMS OF REFERENCE, COMMITTEE COMPOSITION, INDEPENDENCE, CONTRIBUTIONS TO BOARD DECISIONS, ETC. THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS WAS BASED ON THE CRITERIA SUCH AS DIRECTOR’S KNOWLEDGE AND UNDERSTANDING OF THEIR ROLE, COMPANY’S VISION AND MISSION, MARKET POTENTIAL, COMMITMENT TO ROLE AND FIDUCIARY RESPONSIBILITIES AS A BOARD MEMBER, QUALIFICATION, SKILL AND EXPERIENCE, OPENNESS IN COMMUNICATION, FULFILLMENT OF THE INDEPENDENCE CRITERIA AND THEIR INDEPENDENCE FROM THE MANAGEMENT (IN CASE OF INDEPENDENT DIRECTORS) ETC. THE PERFORMANCE OF THE BOARD CHAIRPERSON WAS EVALUATED AFTER SEEKING THE INPUTS FROM ALL THE DIRECTORS OTHER THAN THE BOARD CHAIRPERSON, ON THE BASIS OF THE CRITERIA SUCH AS CHAIRPERSON’S ROLE, ACCOUNTABILITY AND RESPONSIBILITIES, PROMOTION OF EFFECTIVE RELATIONSHIP AND OPEN COMMUNICATION, POSITIVE AND APPROPRIATE WORKING RELATIONSHIP WITH OTHER EXECUTIVE DIRECTORS, COMMITMENT, ETC. |
| PURSUANT TO THE PROVISIONS OF THE ACT AND REGULATION 17 OF SEBI LISTING REGULATIONS, THE BOARD HAS CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE AND THAT OF ITS STATUTORY COMMITTEE’S VIZ. AUDIT COMMITTEE, STAKEHOLDER RELATIONSHIP COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE, CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND RISK MANAGEMENT COMMITTEE AND THAT OF THE INDIVIDUAL DIRECTORS, IN ACCORDANCE WITH THE MANNER SPECIFIED BY THE NOMINATION AND REMUNERATION COMMITTEE. THE EVALUATION WAS DONE THROUGH A QUESTIONNAIRE AND THE RESPONSES RECEIVED WERE EVALUATED BY THE BOARD. THE COMMITTEE WHILE EVALUATING THE PERFORMANCE OF THE NON EXECUTIVE INDEPENDENT DIRECTORS MAY TAKE INTO CONSIDERATION VARIOUS FACTORS INCLUDING: • ATTENDANCE AND PARTICIPATION AT THE BOARD MEETINGS, COMMITTEE MEETINGS AND ANNUAL GENERAL MEETING; • OTHER DIRECTORSHIP HELD BY THE NEID; • INPUT IN STRATEGY DECISIONS; • REVIEW OF FINANCIAL STATEMENTS, RISKS AND BUSINESS PERFORMANCE; • TIME DEVOTED TOWARD DISCUSSION WITH MANAGEMENT; • REVIEW OF BOARD MINUTES, COMMITTEE MEETING MINUTES AND AGM MINUTES; • ACTIVE PARTICIPATION IN LONG-TERM STRATEGIC PLANNING. |
| IN TERMS OF THE REQUIREMENTS OF THE ACT AND THE LISTING REGULATIONS, AN ANNUAL PERFORMANCE EVALUATION OF THE BOARD IS UNDERTAKEN TO FORMALLY ASSESS THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND ITS INDIVIDUAL MEMBERS WITH AN OBJECTIVE TO IMPROVE THE EFFECTIVENESS OF THE BOARD AND ITS COMMITTEES. THE EVALUATION PROCESS FOCUSED ON VARIOUS ASPECTS OF THE FUNCTIONING OF THE BOARD AND COMMITTEES SUCH AS COMPOSITION, EXPERIENCE AND COMPETENCIES OF MEMBERS, PREPAREDNESS FOR DISCUSSION, PERFORMANCE OF SPECIFIC DUTIES AND OBLIGATIONS, GOVERNANCE STRUCTURE, PARTICIPATION OF ALL BOARD MEMBERS IN THE DECISION-MAKING PROCESS, INDEPENDENCE FROM THE COMPANY FOR INDEPENDENT DIRECTORS, SUCCESSION AND TALENT MANAGEMENT, ETC. EACH INDEPENDENT DIRECTOR’S PERFORMANCE WAS EVALUATED AS REQUIRED BY SCHEDULE IV OF THE ACT. THE CRITERIA FOR PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS, INTER-ALIA, INCLUDES: I. A) KNOWLEDGE AND COMPETENCY: HOW THE PERSON FARES ACROSS DIFFERENT COMPETENCIES AS IDENTIFIED FOR THE EFFECTIVE FUNCTIONING OF THE ENTITY AND THE BOARD B) WHETHER THE PERSON HAS SUFFICIENT UNDERSTANDING AND KNOWLEDGE OF THE ENTITY AND THE SECTOR IN WHICH IT OPERATES II. FULFILLMENT OF FUNCTIONS: WHETHER THE PERSON UNDERSTANDS AND FULFILLS THE FUNCTIONS AS ASSIGNED TO HIM / HER BY THE BOARD AND THE LAW III. ABILITY TO FUNCTION AS A TEAM: WHETHER THE PERSON IS ABLE TO FUNCTION AS AN EFFECTIVE TEAM- MEMBER IV. INITIATIVE: WHETHER THE PERSON ACTIVELY TAKES INITIATIVE WITH RESPECT TO VARIOUS AREAS V. AVAILABILITY AND ATTENDANCE: WHETHER THE PERSON IS AVAILABLE FOR MEETINGS OF THE BOARD AND ATTENDS THE MEETING REGULARLY AND TIMELY, WITHOUT DELAY VI. COMMITMENT: WHETHER THE PERSON IS ADEQUATELY COMMITTED TO THE BOARD AND THE ENTITY VII. CONTRIBUTION: WHETHER THE PERSON CONTRIBUTED EFFECTIVELY TO THE ENTITY AND IN THE BOARD MEETINGS VIII. INTEGRITY: WHETHER THE PERSON DEMONSTRATES THE HIGHEST LEVEL OF INTEGRITY (INCLUDING CONFLICT OF INTEREST DISCLOSURES, MAINTENANCE OF CONFIDENTIALITY, ETC.) IX. INDEPENDENCE: WHETHER THE PERSON IS INDEPENDENT OF THE COMPANY AND OTHER DIRECTORS AND THERE IS NO CONFLICT OF INTEREST. X. INDEPENDENT VIEWS AND JUDGMENT: WHETHER THE PERSON EXERCISES HIS / HER OWN JUDGEMENT AND VOICES OPINION FREELY SELECTION OF INDEPENDENT DIRECTORS: CONSIDERING THE REQUIREMENT OF SKILL SETS ON THE BOARD, EMINENT PEOPLE HAVING AN INDEPENDENT STANDING IN THEIR RESPECTIVE FIELD / PROFESSION AND WHO CAN EFFECTIVELY CONTRIBUTE TO THE COMPANY’S BUSINESS AND POLICY DECISIONS ARE CONSIDERED BY THE NOMINATION AND REMUNERATION COMMITTEE FOR APPOINTMENT AS INDEPENDENT DIRECTOR ON THE BOARD. THE COMMITTEE, INTER ALIA, CONSIDERS QUALIFICATION, POSITIVE ATTRIBUTES, AREA OF EXPERTISE AND NUMBER OF DIRECTORSHIPS AND MEMBERSHIPS HELD IN VARIOUS COMMITTEES OF OTHER COMPANIES BY SUCH PERSONS IN ACCORDANCE WITH THE COMPANY’S POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’ INDEPENDENCE. THE BOARD CONSIDERS THE COMMITTEE’S RECOMMENDATION, AND TAKES APPROPRIATE DECISION. |