THE PERFORMANCE EVALUATION OF THE BOARD AS A WHOLE AS WELL AS THAT OF ITS COMMITTEES, DIRECTORS (INCLUDING INDEPENDENT DIRECTORS AND EXCLUDING ADDITIONAL DIRECTOR APPOINTED BY THE RESERVE BANK OF INDIA) AND CHAIRMAN OF THE BOARD IS CARRIED OUT BASED ON THE MANNER/CRITERIA FOR EVALUATION/ ASSESSMENT AS LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE. THE PERFORMANCE EVALUATION OF ALL DIRECTORS IS DONE ON A CONFIDENTIAL BASIS EXCLUDING THE CONCERNED DIRECTOR BEING EVALUATED. MAJOR CRITERIA FOR EVALUATION OF BOARD AS A WHOLE AND ITS COMMITTEES INTER-ALIA COVERS VARIOUS ASSESSMENT PARAMETERS LIKE COMPOSITION, BOARD MEETINGS AND AGENDA, INFORMATION FLOW, BOARD DYNAMICS, REVIEW OF - STRATEGY, BUSINESS PERFORMANCE, TALENT MANAGEMENT AND SUCCESSION PLANNING, RISK MANAGEMENT ETC.MAJOR CRITERIA FOR EVALUATION OF CHAIRMAN INTER-ALIA COVERS THE VARIOUS ASSESSMENT PARAMETERS LIKE FAIR / IMPARTIAL / UNBIASED ATTITUDE IN GOVERNING THE BOARD, DEALING WITH DISSENT AND BUILDING CONSENSUS, ENCOURAGING DISCUSSION AND DELIBERATIONS ON ALL IMPORTANT MATTERS, REASONABLENESS AND OPEN MINDEDNESS ON AGENDA ITEM INCLUSION REQUESTS AND ACTIVE RESPONSE TO MANAGEMENT THINKING ETC. MAJOR CRITERIA FOR EVALUATION OF DIRECTORS (INCLUDING INDEPENDENT DIRECTORS) INTER-ALIA COVERS THE VARIOUS ASSESSMENT PARAMETERS LIKE ATTENDANCE AND PARTICIPATION DURING THE MEETINGS, THEIR ACTIVE CONTRIBUTION AND INDEPENDENT JUDGEMENT, COHESIVENESS, DISCUSSION/ DELIBERATION ON IMPORTANT MATTERS, UNDERSTANDING OF THE BANK, INPUTS ON PROVIDING STRATEGIC DIRECTION OF THE BANK ETC. DURING THE FINANCIAL YEAR ENDED MARCH 31, 2024, A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS WAS HELD AS REQUIRED UNDER THE PROVISIONS OF THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS TO REVIEW THE PERFORMANCE OF THE BOARD, NON-INDEPENDENT DIRECTORS (INCLUDING CHAIRPERSON) AND THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD. FOR THE PERFORMANCE EVALUATION PROCESS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024, AS PER THE CRITERIA APPROVED BY THE NOMINATION AND REMUNERATION COMMITTEE, QUESTIONNAIRES FOR ASSESSMENT OF THE BOARD AND COMMITTEES WERE DULY CIRCULATED TO THE DIRECTORS. FURTHER, IN ACCORDANCE WITH THE CRITERIA LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE, THE EVALUATION FOR FINANCIAL YEAR ENDED MARCH 31, 2024 OF EXECUTIVE DIRECTORS, NON-EXECUTIVE DIRECTORS AND INDEPENDENT DIRECTORS INCLUDING CHAIRPERSON WAS CARRIED OUT AS PER THE PROVISIONS OF THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS. THE RE-APPOINTMENT OF A DIRECTOR (INCLUDING NON-EXECUTIVE DIRECTORS) IS BASED ON THE REPORT OF PERFORMANCE EVALUATION. |