THE NRC AND THE BOARD HAVE LAID DOWN THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES, CHAIRMAN, AND INDIVIDUAL DIRECTORS HAS TO BE MADE. THE COMPANY HAD ENGAGED AN EXTERNAL AGENCY TO FACILITATE THE PROCESS OF ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES, CHAIRMAN, AND THE INDIVIDUAL DIRECTORS. THE SAID EXTERNAL AGENCY WAS RESPONSIBLE TO RECEIVE THE RESPONSES FROM THE DIRECTORS, TO CONSOLIDATE AND ANALYZE THEIR RESPONSES AND PRESENT THE SAME TO THE CHAIRMAN OF THE NRC. THE EXTERNAL AGENCY USED ITS IT PLATFORM FOR THE ENTIRE BOARD EVALUATION PROCESS RIGHT FROM INITIATION TILL CONCLUSION IN ORDER TO ENSURE THAT THE ENTIRE PROCESS IS DONE IN A CONFIDENTIAL, TRANSPARENT AND INDEPENDENT MANNER WITHOUT THE INVOLVEMENT OF THE MANAGEMENT OR THE COMPANY’S IT SYSTEM TO ENSURE UNBIASED FEEDBACK. ALL DIRECTORS RESPONDED THROUGH A STRUCTURED QUESTIONNAIRE GIVING FEEDBACK ABOUT THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, INDIVIDUAL DIRECTORS AND THE CHAIRMAN. THE QUESTIONNAIRES COVER THE BOARD COMPOSITION, ITS STRUCTURE, ITS CULTURE, ITS EFFECTIVENESS, ITS FUNCTIONING, INFORMATION AVAILABILITY, ADEQUATE DISCUSSIONS, ETC. THESE QUESTIONNAIRES’ ALSO COVER SPECIFIC CRITERIA AND THE GROUNDS ON WHICH ALL DIRECTORS IN THEIR INDIVIDUAL CAPACITY WILL BE EVALUATED. THE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE BOARD INCLUDING ASSESSMENT OF THEIR PERFORMANCE AND THEIR INDEPENDENCE OF MANAGEMENT. THE INDEPENDENT DIRECTORS MET ON JANUARY 16, 2024, TO ASSESS THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. THE PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES, CHAIRMAN AND DIRECTORS WAS ALSO REVIEWED BY THE NOMINATION AND REMUNERATION COMMITTEE AS WELL AS IN THE BOARD MEETING HELD ON APRIL 25, 2024. THE GROUP CHAIRMAN HAD AN INDIVIDUAL DISCUSSION WITH ALL THE INDEPENDENT DIRECTORS AND THE CHAIRMAN OF THE NRC ALSO HAD A DISCUSSION WITH ALL THE EXECUTIVE DIRECTORS INDIVIDUALLY. |