ONE OF THE KEY FUNCTIONS OF THE BOARD IS TO MONITOR AND REVIEW THE BOARD EVALUATION FRAMEWORK. THE BOARD WORKS WITH THE NOMINATION AND REMUNERATION COMMITTEE TO LAY DOWN THE EVALUATION CRITERIA FOR THE PERFORMANCE OF THE CHAIRMAN, THE BOARD, BOARD COMMITTEES AND EXECUTIVE / NON-EXECUTIVE / INDEPENDENT DIRECTORS. IN TERMS OF THE REQUIREMENTS OF THE COMPANIES ACT, 2013 AND PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND REGULATION 19 OF SEBI LODR REGULATIONS, 2015, READ WITH SEBI LODR AMENDMENT REGULATIONS, THE BOARD CARRIED OUT THE ANNUAL PERFORMANCE EVALUATION OF ALL THE DIRECTORS INDIVIDUALLY, BOARD COMMITTEES AND THE BOARD AS A WHOLE. DURING THE YEAR, BOARD EVALUATION CYCLE WAS COMPLETED BY THE COMPANY WITH SUPPORT OF AN EXTERNAL AGENCY. TO MAINTAIN TRANSPARENCY AND TO PROMOTE GOOD CORPORATE GOVERNANCE, THIS YEAR THE EVALUATION PROCESS WAS AUTOMATED AND IMPLEMENTED WITH HELP OF AN EXTERNAL SERVICE PROVIDER “FIDEM SMART BOARD - POTENTIA GROUP”, (HTTPS://POTENTIA.IN/) WHO HAD PARTNERED WITH TEAMLEASE TO FACILITATE THE BOARD EVALUATION PROCESS OF THE COMPANY. FOR FACILITATING THE EVALUATION OF PERFORMANCE, QUESTIONNAIRES WERE FRAMED SEPARATELY FOR THE EVALUATION OF BOARD, THE COMMITTEES, THE INDIVIDUAL DIRECTORS AND THE CHAIRPERSON. THE QUESTIONNAIRES WERE CIRCULATED TO THE BOARD MEMBERS VIA INDIVIDUAL EMAILS WITH USER SPECIFIC LOGIN CREDENTIALS FOR ALL BOARD MEMBERS. ON COMPLETION OF BOARD EVALUATION PROCESS, THE REPORT AND SUMMARY RESULTS OF THE FILLED-IN QUESTIONNAIRES PERTAINING TO THE BOARD EVALUATION FOR FINANCIAL YEAR 2022-23 WAS SUBMITTED TO THE NOMINATION AND REMUNERATION COMMITTEE CHAIRMAN FOR HIS ONWARD DISCUSSION WITH BOARD MEMBERS. THE EVALUATION PROCESS FOCUSED ON VARIOUS ASPECTS OF THE FUNCTIONING OF THE BOARD AND COMMITTEES SUCH AS COMPOSITION OF THE BOARD AND COMMITTEES, EXPERIENCE AND COMPETENCIES, PERFORMANCE OF SPECIFIC DUTIES AND OBLIGATIONS, GOVERNANCE ISSUES, ETC. SEPARATE EXERCISE WAS CARRIED OUT TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON PARAMETERS SUCH AS ATTENDANCE, CONTRIBUTION AND INDEPENDENT JUDGMENT. IT IS SPECIFICALLY INFORMED THAT DIRECTORS SUBJECT TO EVALUATION DID NOT PARTICIPATE IN THE OWN EVALUATION PROCESS. THE RESULTS OF THE EVALUATION WERE SHARED WITH THE BOARD, CHAIRMAN OF RESPECTIVE COMMITTEES AND INDIVIDUAL DIRECTORS. BASED ON THE OUTCOME OF THE EVALUATION, THE BOARD AND COMMITTEES HAVE AGREED ON AN ACTION TO FURTHER IMPROVE THE EFFECTIVENESS AND FUNCTIONING OF THE BOARD AND COMMITTEES. THE CHAIRMAN OF RESPECTIVE BOARD COMMITTEES ALSO SHARED THE RESULTS OF EVALUATION WITH THE RESPECTIVE COMMITTEE MEMBERS. THE NOMINATION AND REMUNERATION COMMITTEE ALSO FORMULATED THE ADDITIONAL CRITERIA OF INDEPENDENCE AND INDEPENDENT JUDGMENT FOR THE ASSESSMENT OF THE PERFORMANCE OF INDEPENDENT DIRECTORS ALONG WITH OTHER CRITERIA SUCH AS QUALIFICATION, EXPERIENCE RELEVANT TO THE INDUSTRY, KNOWLEDGE & COMPETENCY, FULFILLMENT OF FUNCTIONS, ABILITY TO FUNCTION AS A TEAM, INITIATIVE, AVAILABILITY AND ATTENDANCE, COMMITMENT, CONTRIBUTION AND INTEGRITY AS REQUIRED UNDER THE GUIDELINES PROVIDED BY SEBI IN RESPECT OF BOARD EVALUATION. THIS EVALUATION WAS LED BY THE CHAIRMAN OF THE NOMINATION AND REMUNERATION COMMITTEE WITH SPECIFIC FOCUS ON THE PERFORMANCE AND EFFECTIVE FUNCTIONING OF THE BOARD. THE BOARD EVALUATION FRAMEWORK HAS BEEN DESIGNED IN COMPLIANCE WITH THE REQUIREMENTS UNDER THE COMPANIES ACT, 2013 AND SEBI LODR REGULATIONS, 2015, AND IN CONSONANCE WITH GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SEBI IN JANUARY 2017. THE BOARD EVALUATION WAS CONDUCTED THROUGH QUESTIONNAIRE HAVING QUALITATIVE PARAMETERS AND FEEDBACK BASED ON RATINGS. |