DURING THE YEAR, THE BOARD CONDUCTED A FORMAL ANNUAL EVALUATION MECHANISM FOR EVALUATING ITS PERFORMANCE AS WELL AS THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRMAN OF THE BOARD. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD SEEKING INPUTS FORM THE COMMITTEE MEMBERS. THE CRITERIA TO EVALUATE THE PERFORMANCE OF THE BOARD, COMMITTEES, INDEPENDENT DIRECTORS AND NON-INDEPENDENT DIRECTORS COMMONLY & MAJORLY WERE; A) BOARD COMPOSITION, SIZE, MIX OF SKILLS, EXPERIENCE AND CAPABILITIES REQUIRED FOR THE ROLE; B) ATTENDANCE AND DELIBERATION IN THE MEETINGS; C) CONTRIBUTION / SUGGESTIONS FOR EFFECTIVE FUNCTIONING, DEVELOPMENT OF STRATEGY, BOARD PROCESS, CONFLICT OF INTEREST, POLICES AND OTHERS. PERFORMANCE OF THE CHAIRPERSON WAS EVALUATED BY THE INDEPENDENT DIRECTORS AFTER TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE AND NON-EXECUTIVE DIRECTORS, ON THE PARAMETERS SUCH AS DEMONSTRATION OF EFFECTIVENESS OF LEADERSHIP AND ABILITY TO STEER THE MEETINGS, IMPARTIALITY, COMMITMENT, ABILITY TO KEEP SHAREHOLDERS’ INTERESTS IN MIND, QUALITY OF DISCUSSIONS AT THE BOARD MEETINGS, USE OF TIME AND OVERALL EFFICIENCY OF BOARD MEETINGS, ETC. DIRECTORS WERE EVALUATED INDIVIDUALLY BY THE BOARD OF DIRECTORS (EXCEPT THE DIRECTOR HIMSELF) ON THE PARAMETERS SUCH AS HIS/ HER PREPAREDNESS AT THE BOARD MEETINGS, ATTENDANCE AT THE BOARD MEETINGS, COMPETENCY, FULFILMENT OF FUNCTIONS, ABILITY TO FUNCTION AS A TEAM, INITIATIVE, INTEGRITY, PARTICIPATION IN COMMITTEE AND GENERAL MEETINGS, ABILITY TO ACT OBJECTIVELY AND CONSTRUCTIVELY, ABUSE OF POSITION, QUALITY OF CONTRIBUTIONS AT THE BOARD MEETINGS, APPLICATION OF KNOWLEDGE AND EXPERIENCE WHILE CONSIDERING THE STRATEGY, ETC. INDEPENDENT DIRECTORS WERE ADDITIONALLY EVALUATED FOR THEIR PERFORMANCE AND FULFILLMENT OF CRITERIA OF INDEPENDENCE, BALANCE OF SKILLS, KNOWLEDGE, EXPERIENCE ON THE BOARD AND THEIR INDEPENDENT JUDGEMENT AND INDEPENDENCE FROM THE MANAGEMENT. A SEPARATE MEETING OF INDEPENDENT DIRECTORS WAS ALSO HELD TO REVIEW THE PERFORMANCE OF CHAIRMAN OF THE COMPANY AND NON- INDEPENDENT DIRECTORS. THE DIRECTORS WERE SATISFIED WITH THE EVALUATION RESULTS, WHICH REFLECTED THE OVERALL ENGAGEMENT OF THE BOARD AND ITS COMMITTEES WITH THE COMPANY. OUTCOME OF THE EVALUATION WAS SUBMITTED TO THE CHAIRMAN OF THE COMPANY. THE CHAIRMAN BRIEFED THE OUTCOME OF THE PERFORMANCE EVALUATION TO THE BOARD. |