IN TERMS OF REQUIREMENTS OF THE ACT READ WITH THE RULES ISSUED THEREUNDER AND THE SEBI LISTING REGULATIONS, THE BOARD CARRIED OUT THE ANNUAL PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS AS A WHOLE, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS. YOUR COMPANY BELIEVES THAT THE PROCESS OF PERFORMANCE EVALUATION AT THE BOARD LEVEL IS PIVOTAL TO ITS BOARD ENGAGEMENT AND EFFECTIVENESS. CRITERIA FOR BOARD EVALUATION IS DULY APPROVED BY N&RC BASED ON THE GUIDANCE NOTE ISSUED BY THE SEBI. PERFORMANCE EVALUATION IS FACILITATED BY THE CHAIRMAN OF THE BOARD WHO IS SUPPORTED BY THE CHAIRMAN OF N&RC. THE PROCESS OF BOARD EVALUATION IS CONDUCTED THROUGH STRUCTURED QUESTIONNAIRES WHICH INCLUDES VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING SUCH AS ADEQUACY OF THE BOARD COMPOSITION DIVERSITY, SKILL SET OF MEMBERS, THE APPOINTMENT PROCESS, UNDERSTANDING OF ROLES AND RESPONSIBILITIES, CIRCULATION OF BOARD PAPERS, QUALITY OF INFORMATION PROVIDED, STRATEGIC OVERSIGHT, RISK EVALUATION, ACQUISITIONS GUIDANCE, INDIVIDUAL BOARD MEMBERS’ AND CONTRIBUTIONS, EXECUTION OF DUTIES, GOVERNANCE PERFORMANCE FOR THE BOARD AS A WHOLE, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS AND HAS BEEN UNDERTAKEN DIGITALLY. THE PERFORMANCE INDICATORS FOR THE COMMITTEES INTER ALIA INCLUDES COMPOSITION OF THE COMMITTEE, UNDERSTANDING THE TERMS OF REFERENCE, ADHERENCE TO THE CHARTERS, THE EFFECTIVENESS OF DISCUSSIONS AT THE COMMITTEE MEETINGS, THE INFORMATION PROVIDED TO THE COMMITTEE TO DISCHARGE ITS DUTIES/ OBLIGATIONS AND PERFORMANCE OF THE COMMITTEE, SUPPORT PROVIDED TO THE BOARD VIS-À-VIS ITS RESPONSIBILITIES. THE PERFORMANCE OF INDIVIDUAL DIRECTOR(S) WAS EVALUATED BASED ON PARAMETERS SUCH AS ATTENDANCE AT THE MEETING(S), CONTRIBUTION TO BOARD DELIBERATIONS, ENGAGEMENT WITH COLLEAGUES ON THE BOARD, ABILITY TO GUIDE THE COMPANY IN KEY MATTERS, KNOWLEDGE, UNDERSTANDING OF RELEVANT AREAS, AND RESPONSIBILITY TOWARDS STAKEHOLDERS. ALL THE DIRECTORS WERE SUBJECT TO SELF-EVALUATION AND PEER EVALUATION. THE PERFORMANCE OF THE INDEPENDENT DIRECTORS WAS EVALUATED TAKING INTO ACCOUNT THE ABOVE FACTORS AS WELL AS INDEPENDENT DECISION-MAKING AND NON-CONFLICT OF INTEREST. FURTHER, THE EVALUATION PROCESS WAS BASED ON THE AFFIRMATION RECEIVED FROM THE INDEPENDENT DIRECTORS THAT THEY MEET THE INDEPENDENCE CRITERIA AS REQUIRED UNDER THE ACT AND THE SEBI LISTING REGULATIONS. IN ADDITION TO THE QUESTIONNAIRES, DETAILED ONE-ON-ONE IN-SIGHTING WAS CARRIED OUT BY THE CHAIRPERSON OF THE N&RC WITH INDIVIDUAL BOARD MEMBERS. A QUANTITATIVE ANALYSIS AND BOARD EFFECTIVENESS BRIEF INCLUDING INSIGHTFUL FEEDBACK AND TRENDS WAS SHARED BY THE CHAIRPERSON OF THE N&RC TO ALL THE BOARD MEMBERS. THEREAFTER, THE FOLLOWING PROCESS WAS FOLLOWED TO ASSIMILATE AND PROCESS THE FEEDBACK: • 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 ENTIRE BOARD DISCUSSED THE FINDINGS OF THE EVALUATION WITH THE INDEPENDENT DIRECTORS AND ALSO EVALUATED THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS INCLUDING THE MD & CEO, THE BOARD AS A WHOLE AND ALL COMMITTEES OF THE BOARD; AND • AS AN OUTCOME OF THE ABOVE PROCESS, INDIVIDUAL FEEDBACK WAS SHARED WITH EACH DIRECTOR. THE BOARD EVALUATION DISCUSSION WAS FOCUSED ON HOW TO MAKE THE BOARD MORE EFFECTIVE AS A COLLECTIVE BODY IN THE CONTEXT OF THE BUSINESS AND THE EXTERNAL ENVIRONMENT IN WHICH THE COMPANY FUNCTIONS. THE BOARD WAS FROM TIME TO TIME APPRISED OF RELEVANT BUSINESS ISSUES AND RELATED OPPORTUNITIES AND RISKS. THE BOARD DISCUSSED VARIOUS ASPECTS OF ITS FUNCTIONING AND THAT OF ITS COMMITTEES SUCH AS STRUCTURE, COMPOSITION, MEETINGS, FUNCTIONS AND INTERACTION WITH MANAGEMENT AND WHAT NEEDS TO BE DONE TO FURTHER AUGMENT THE EFFECTIVENESS OF THE BOARD’S FUNCTIONING. THE BOARD’S OVERALL ASSESSMENT INDICATED THAT IT WAS OPERATING COHESIVELY, INCLUDING ITS VARIOUS COMMITTEES. THESE COMMITTEES WERE PERFORMING EFFECTIVELY, REGULARLY REPORTING TO THE BOARD ON THEIR ACTIVITIES AND PROGRESS DURING THE REPORTING PERIOD. THE BOARD ALSO NOTED THAT THE ACTIONS IDENTIFIED IN PREVIOUS QUESTIONNAIRE-BASED EVALUATIONS HAD BEEN IMPLEMENTED. DURING THE FINANCIAL YEAR 2023-24, THE COMPANY ACTIONED THE FEEDBACK FROM THE BOARD EVALUATION PROCESS CONDUCTED IN A THE EVEN YEAR. THE BOARD NOTED THE KEY IMPROVEMENT AREAS EMERGING FROM THIS EXERCISE INCLUDING BUT NOT LIMITED TO IMPROVING THE TALENT MANAGEMENT, PROCESS WITH SPECIFIC FOCUS ON STRENGTHENING TOP TALENT PIPELINE, IMPROVING THE ATTRITION RATE, BUSINESS STRATEGY AND ANNUAL PLAN ETC. THE BOARD OF DIRECTORS HAS EXPRESSED ITS SATISFACTION WITH THE EVALUATION PROCESS. |