| PURSUANT TO THE APPLICABLE PROVISIONS OF THE ACT AND THE LISTING REGULATIONS, THE BOARD HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, PERFORMANCE OF THE DIRECTORS AS WELL AS THE EVALUATION OF THE WORKING OF ITS COMMITTEES. THE NOMINATION AND REMUNERATION COMMITTEE HAS DEFINED THE EVALUATION CRITERIA, PROCEDURE AND TIME SCHEDULE FOR THE PERFORMANCE EVALUATION PROCESS FOR THE BOARD, ITS COMMITTEES AND DIRECTORS. THE BOARD’S FUNCTIONING WAS EVALUATED ON VARIOUS ASPECTS, INCLUDING INTER ALIA STRUCTURE OF THE BOARD, INCLUDING QUALIFICATIONS, EXPERIENCE AND COMPETENCY OF DIRECTORS, DIVERSITY IN BOARD AND PROCESS OF APPOINTMENT; MEETINGS OF THE BOARD, INCLUDING REGULARITY AND FREQUENCY, AGENDA, DISCUSSION AND DISSENT, RECORDING OF MINUTES AND DISSEMINATION OF INFORMATION; FUNCTIONS OF THE BOARD, INCLUDING STRATEGY AND PERFORMANCE EVALUATION, CORPORATE CULTURE AND VALUES, GOVERNANCE AND COMPLIANCE, EVALUATION OF RISKS, GRIEVANCE REDRESSAL FOR INVESTORS, STAKEHOLDER VALUE AND RESPONSIBILITY, CONFLICT OF INTEREST, REVIEW OF BOARD EVALUATION AND FACILITATING INDEPENDENT DIRECTORS TO PERFORM THEIR ROLE EFFECTIVELY; EVALUATION OF MANAGEMENT’S PERFORMANCE AND FEEDBACK, INDEPENDENCE OF MANAGEMENT FROM THE BOARD, ACCESS OF BOARD AND MANAGEMENT TO EACH OTHER, SUCCESSION PLAN AND PROFESSIONAL DEVELOPMENT; DEGREE OF FULFILLMENT OF KEY RESPONSIBILITIES, ESTABLISHMENT AND DELINEATION OF RESPONSIBILITIES TO COMMITTEES, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING AND QUALITY OF RELATIONSHIP BETWEEN THE BOARD AND MANAGEMENT. DIRECTORS WERE EVALUATED ON ASPECTS SUCH AS ATTENDANCE AND CONTRIBUTION AT BOARD/ COMMITTEE MEETINGS AND GUIDANCE/SUPPORT TO THE MANAGEMENT OUTSIDE BOARD/ COMMITTEE MEETINGS. IN ADDITION, THE CHAIRMAN WAS ALSO EVALUATED ON KEY ASPECTS OF HIS ROLE, INCLUDING SETTING THE STRATEGIC AGENDA OF THE BOARD, ENCOURAGING ACTIVE ENGAGEMENT BY ALL BOARD MEMBERS AND MOTIVATING AND PROVIDING GUIDANCE TO THE EXECUTIVE CHAIRMAN. DIRECTORS WERE EVALUATED ON ASPECTS SUCH AS PROFESSIONAL QUALIFICATIONS, PRIOR EXPERIENCE, ESPECIALLY EXPERIENCE RELEVANT TO THE COMPANY, KNOWLEDGE AND COMPETENCY, FULFILLMENT OF FUNCTIONS, ABILITY TO FUNCTION AS A TEAM, INITIATIVE, AVAILABILITY AND ATTENDANCE, COMMITMENT, CONTRIBUTION, INTEGRITY, INDEPENDENCE AND GUIDANCE/ SUPPORT TO MANAGEMENT OUTSIDE BOARD/COMMITTEE MEETINGS. IN ADDITION, THE CHAIRMAN WAS ALSO EVALUATED ON KEY ASPECTS OF HIS ROLE, INCLUDING EFFECTIVENESS OF LEADERSHIP AND ABILITY TO STEER MEETINGS, IMPARTIALITY, ABILITY TO KEEP SHAREHOLDERS’ INTERESTS IN MIND AND EFFECTIVENESS AS CHAIRMAN. AREAS ON WHICH THE COMMITTEES OF THE BOARD WERE ASSESSED INCLUDED MANDATE AND COMPOSITION; EFFECTIVENESS OF THE COMMITTEE; STRUCTURE OF THE COMMITTEE; REGULARITY AND FREQUENCY OF MEETINGS, AGENDA, DISCUSSION AND DISSENT, RECORDING OF MINUTES AND DISSEMINATION OF INFORMATION; INDEPENDENCE OF THE COMMITTEE FROM THE BOARD; CONTRIBUTION TO DECISIONS OF THE BOARD; EFFECTIVENESS OF MEETINGS AND QUALITY OF RELATIONSHIP OF THE COMMITTEE WITH THE BOARD AND MANAGEMENT. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED. THE PERFORMANCE EVALUATION OF THE CHAIRMAN AND THE NON-INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS, WHO ALSO REVIEWED THE PERFORMANCE OF THE BOARD AS A WHOLE. THE NRC ALSO REVIEWED THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF THE DIRECTORS. THE CHAIRMAN OF THE BOARD PROVIDED FEEDBACK TO THE DIRECTORS ON AN INDIVIDUAL BASIS, AS APPROPRIATE. SIGNIFICANT HIGHLIGHTS, LEARNING AND ACTION POINTS WITH RESPECT TO THE EVALUATION WERE PRESENTED TO THE BOARD. |