| PERFORMANCE EVALUATION IS BECOMING INCREASINGLY IMPORTANT FOR BOARD AND DIRECTORS AND HAS BENEFITS FOR INDIVIDUAL DIRECTORS, BOARD AND THE COMPANIES FOR WHICH THEY WORK. THE SECURITIES AND EXCHANGE BOARD OF INDIA HAS ISSUED A GUIDANCE NOTE ON BOARD EVALUATION AND PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND REGULATION 17(10) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD CARRIED OUT ANNUAL EVALUATION OF ITS OWN PERFORMANCE, PERFORMANCE OF ITS COMMITTEES, AND EVALUATION OF INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS. THE INDEPENDENT DIRECTORS CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND CHAIRPERSON OF THE COMPANY. THE PERFORMANCE EVALUATION OF THE BOARD WAS BASED ON CRITERIA SUCH AS COMPOSITION AND ROLE OF THE BOARD, BOARD COMMUNICATION AND RELATIONSHIPS, FUNCTIONING OF BOARD COMMITTEES OF BOARD PROCESSES, MANNER OF CONDUCTING THE MEETINGS, REVIEW OF PERFORMANCE OF EXECUTIVE DIRECTORS, VALUE ADDITION OF THE BOARD MEMBERS AND CORPORATE GOVERNANCE, SUCCESSION PLANNING, STRATEGIC PLANNING, ETC. NOMINATION AND REMUNERATION COMMITTEE OF THE BOARD OF DIRECTOR EVALUATED THE PERFORMANCE OF EVERY DIRECTOR. EVALUATION OF COMMITTEES WAS BASED ON CRITERIA SUCH AS ADEQUATE INDEPENDENCE OF EACH COMMITTEE, MANNER OF CONDUCTING THE MEETINGS, FREQUENCY OF MEETINGS AND TIME ALLOCATED FOR DISCUSSIONS AT MEETINGS, FUNCTIONING OF BOARD COMMITTEES, VALUE ADDITIONS MADE BY THE MEMBERS OF THE COMMITTEES AND EFFECTIVENESS OF ITS ADVICE/ RECOMMENDATION TO THE BOARD, ETC. EVALUATION OF DIRECTORS WAS BASED ON CRITERIA SUCH AS PARTICIPATION AND CONTRIBUTION IN BOARD AND COMMITTEE MEETINGS, REPRESENTATION OF SHAREHOLDER INTEREST AND ENHANCING SHAREHOLDER VALUE, EXPERIENCE AND EXPERTISE TO PROVIDE FEEDBACK AND GUIDANCE TO TOP MANAGEMENT ON BUSINESS STRATEGY, GOVERNANCE, RISK AND UNDERSTANDING OF THE ORGANIZATION’S STRATEGY ETC. |
| THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES, AND INDIVIDUAL DIRECTORS PURSUANT TO THE PROVISIONS OF THE ACT AND LISTING REGULATIONS. THE PERFORMANCE EVALUATION OF THE BOARD WAS BASED ON CRITERIA SUCH AS COMPOSITION AND ROLE OF THE BOARD, BOARD COMMUNICATION AND RELATIONSHIPS, FUNCTIONING OF BOARD COMMITTEES OF BOARD PROCESSES, MANNER OF CONDUCTING THE MEETINGS, REVIEW OF PERFORMANCE OF EXECUTIVE DIRECTORS, VALUE ADDITION OF THE BOARD MEMBERS AND CORPORATE GOVERNANCE, SUCCESSION PLANNING, STRATEGIC PLANNING, ETC. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS ON THE BASIS OF CRITERIA SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, ETC. THE ABOVE CRITERIA ARE BROADLY BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA ON JANUARY 5, 2017. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND CHAIRMAN OF THE COMPANY WAS EVALUATED, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. THE BOARD AND THE NOMINATION AND REMUNERATION COMMITTEE REVIEWED THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON THE BASIS OF CRITERIA SUCH AS THE CONTRIBUTION OF THE INDIVIDUAL DIRECTOR TO THE BOARD AND COMMITTEE MEETINGS LIKE PREPAREDNESS ON THE ISSUES TO BE DISCUSSED, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS IN MEETINGS, ETC. AT THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS AND MEETING OF NOMINATION AND REMUNERATION COMMITTEE, THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS WAS ALSO DISCUSSED. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. |
| PERFORMANCE EVALUATION IS BECOMING INCREASINGLY IMPORTANT FOR BOARD AND DIRECTORS AND HAS BENEFITS FOR INDIVIDUAL DIRECTORS, BOARD AND THE COMPANIES FOR WHICH THEY WORK. THE SECURITIES AND EXCHANGE BOARD OF INDIA HAS ISSUED A GUIDANCE NOTE ON BOARD EVALUATION AND PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND REGULATION 17(10) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD CARRIED OUT ANNUAL EVALUATION OF ITS OWN PERFORMANCE, PERFORMANCE OF ITS COMMITTEES, AND EVALUATION OF INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS. THE INDEPENDENT DIRECTORS CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND CHAIRPERSON OF THE COMPANY. THE PERFORMANCE EVALUATION OF THE BOARD WAS BASED ON CRITERIA SUCH AS COMPOSITION AND ROLE OF THE BOARD, BOARD COMMUNICATION AND RELATIONSHIPS, FUNCTIONING OF BOARD COMMITTEES OF BOARD PROCESSES, MANNER OF CONDUCTING THE MEETINGS, REVIEW OF PERFORMANCE OF EXECUTIVE DIRECTORS, VALUE ADDITION OF THE BOARD MEMBERS AND CORPORATE GOVERNANCE, SUCCESSION PLANNING, STRATEGIC PLANNING, ETC. NOMINATION AND REMUNERATION COMMITTEE OF THE BOARD OF DIRECTOR EVALUATED THE PERFORMANCE OF EVERY DIRECTOR. EVALUATION OF COMMITTEES WAS BASED ON CRITERIA SUCH AS ADEQUATE INDEPENDENCE OF EACH COMMITTEE, MANNER OF CONDUCTING THE MEETINGS, FREQUENCY OF MEETINGS AND TIME ALLOCATED FOR DISCUSSIONS AT MEETINGS, FUNCTIONING OF BOARD COMMITTEES, VALUE ADDITIONS MADE BY THE MEMBERS OF THE COMMITTEES AND EFFECTIVENESS OF ITS ADVICE/ RECOMMENDATION TO THE BOARD, ETC. EVALUATION OF DIRECTORS WAS BASED ON CRITERIA SUCH AS PARTICIPATION AND CONTRIBUTION IN BOARD AND COMMITTEE MEETINGS, REPRESENTATION OF SHAREHOLDER INTEREST AND ENHANCING SHAREHOLDER VALUE, EXPERIENCE AND EXPERTISE TO PROVIDE FEEDBACK AND GUIDANCE TO TOP MANAGEMENT ON BUSINESS STRATEGY, GOVERNANCE, RISK AND UNDERSTANDING OF THE ORGANIZATION’S STRATEGY ETC. |
| THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES, AND INDIVIDUAL DIRECTORS PURSUANT TO THE PROVISIONS OF THE ACT AND LISTING REGULATIONS. THE PERFORMANCE EVALUATION OF THE BOARD WAS BASED ON CRITERIA SUCH AS COMPOSITION AND ROLE OF THE BOARD, BOARD COMMUNICATION AND RELATIONSHIPS, FUNCTIONING OF BOARD COMMITTEES OF BOARD PROCESSES, MANNER OF CONDUCTING THE MEETINGS, REVIEW OF PERFORMANCE OF EXECUTIVE DIRECTORS, VALUE ADDITION OF THE BOARD MEMBERS AND CORPORATE GOVERNANCE, SUCCESSION PLANNING, STRATEGIC PLANNING, ETC.THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS ON THE BASIS OF CRITERIA SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, ETC. THE ABOVE CRITERIA ARE BROADLY BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA ON JANUARY 5, 2017. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND CHAIRMAN OF THE COMPANY WAS EVALUATED, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. THE BOARD AND THE NOMINATION AND REMUNERATION COMMITTEE REVIEWED THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON THE BASIS OF CRITERIA SUCH AS THE CONTRIBUTION OF THE INDIVIDUAL DIRECTOR TO THE BOARD AND COMMITTEE MEETINGS LIKE PREPAREDNESS ON THE ISSUES TO BE DISCUSSED, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS IN MEETINGS, ETC. AT THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS AND MEETING OF NOMINATION AND REMUNERATION COMMITTEE, THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS WAS ALSO DISCUSSED. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. |