DURING THE YEAR UNDER REVIEW, THE EVALUA??ON OF THE ANNUAL PERFORMANCE OF INDIVIDUAL DIRECTORS INCLUDING THE CHAIRMAN OF THE COMPANY AND INDEPENDENT DIRECTORS, BOARD AND COMMI??EES OF THE BOARD WAS CARRIED OUT UNDER THE PROVISIONS OF THE ACT, RELEVANT RULES, AND THE CORPORATE GOVERNANCE REQUIREMENTS AS PRESCRIBED UNDER REGULA??ON 17 OF LIS??NG REGULA??ONS AND BASED ON THE CIRCULAR ISSUED BY SEBI DATED JANUARY 5, 2017, WITH RESPECT TO GUIDANCE NOTE ON BOARD EVALUA??ON. THE NOMINA??ON AND REMUNERA??ON COMMI??EE HAD APPROVED THE CRITERIA FOR THE PERFORMANCE EVALUA??ON OF THE BOARD, ITS COMMI??EES AND INDIVIDUAL DIRECTORS AS PER THE SEBI GUIDANCE NOTE ON BOARD EVALUA??ON. THE EVALUA??ON FOR THE PERFORMANCE OF THE BOARD AS A WHOLE AND OF THE COMMI??EES WERE CONDUCTED BY WAY OF QUES??ONNAIRES. IN A SEPARATE MEE??NG OF INDEPENDENT DIRECTORS, THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND PERFORMANCE OF THE BOARD AS A WHOLE WAS EVALUATED. FURTHER, THEY ALSO EVALUATED THE PERFORMANCE OF THE CHAIRMAN OF THE COMPANY, TAKING INTO ACCOUNT THE VIEWS OF THE EXECU??VE DIRECTORS AND NON-EXECU??VE DIRECTORS.THE NOMINA??ON AND REMUNERA??ON COMMI??EE REVIEWED THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS BASED ON THE CRITERIA SUCH AS QUALIFICA??ON, EXPERIENCE, KNOWLEDGE AND COMPETENCY, FULFILMENT OF FUNC??ONS, AVAILABILITY AND A??ENDANCE, INI??A??VE, INTEGRITY, CONTRIBU??ON AND COMMITMENT ETC., AND THE INDEPENDENT DIRECTORS WERE ADDI??ONALLY EVALUATED ON THE BASIS OF INDEPENDENCE, INDEPENDENT VIEWS AND JUDGEMENT ETC. FURTHER THE EVALUA??ON OF CHAIRMAN OF THE BOARD, IN ADDI??ON TO THE ABOVE CRITERIA FOR INDIVIDUAL DIRECTORS, ALSO INCLUDED EVALUA??ON BASED ON EFFEC??VENESS OF LEADERSHIP AND ABILITY TO STEER THE MEE??NGS, IMPAR??ALITY, ETC. THE CHAIRMAN AND OTHER MEMBERS OF THE BOARD DISCUSSED UPON THE PERFORMANCE EVALUA??ON OF EVERY DIRECTOR OF THE COMPANY AND CONCLUDED THAT THEY WERE SA??SFIED WITH THE OVERALL PERFORMANCE OF THE DIRECTORS INDIVIDUALLY AND THAT THE DIRECTORS GENERALLY MET THEIR EXPECTA??ONS OF PERFORMANCE. THE SUMMARY OF THE FEEDBACK FROM THE MEMBERS WERE THEREA??ER DISCUSSED IN DETAIL BY THE MEMBERS. THE RESPEC??VE DIRECTOR, WHO WAS BEING EVALUATED, DID NOT PAR??CIPATE IN THE DISCUSSION ON HIS/HER PERFORMANCE EVALUA??ON. THEY WERE SA??SFIED WITH THE OVERALL PERFORMANCE OF THE DIRECTORS INDIVIDUALLY AND THAT THE DIRECTORS GENERALLY MET THEIR EXPECTA??ONS OF PERFORMANCE. THE BOARD ALSO ASSESSED THE FULFILLMENT OF THE INDEPENDENCE CRITERIA AS SPECIFIED IN LIS??NG REGULA??ONS, BY THE INDEPENDENT DIRECTORS OF THE COMPANY AND THEIR INDEPENDENCE FROM THE MANAGEMENT. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE BOARD A??ER SEEKING INPUTS FROM ALL THE DIRECTORS ON THE BASIS OF VARIOUS CRITERIA SUCH AS DIVERSITY IN THE BOARD, COMPETENCY OF DIRECTORS, STRATEGY AND PERFORMANCE EVALUA??ON, EVALUA??ON OF PERFORMANCE OF THE MANAGEMENT AND FEEDBACK, INDEPENDENCE OF THE MANAGEMENT FROM THE BOARD ETC. THE PERFORMANCE OF THE COMMI??EES WAS EVALUATED BY THE BOARD A??ER SEEKING INPUTS FROM THE COMMI??EE MEMBERS ON THE BASIS OF CRITERIA SUCH AS MANDATE AND COMPOSI??ON, EFFEC??VENESS OF THE COMMI??EE, INDEPENDENCE OF THE COMMI??EE FROM THE BOARD, CONTRIBU??ON TO DECISIONS OF THE BOARD, ETC. |