THE BOARD EVALUATION IS A KEY PILLAR OF THE CORPORATE GOVERNANCE FRAMEWORK AND PURSUANT TO THE PROVISIONS OF THE ACT, LISTING REGULATIONS AND THE GOVERNANCE GUIDELINES, THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES, AND INDIVIDUAL DIRECTORS. THE BOARD FIRMLY BELIEVES THAT AN EFFECTIVE BOARD EVALUATION HELPS IN DELIVERING GREATER VALUE TO THE COMPANY AND ALL ITS STAKEHOLDERS. THIS INVOLVES A COMPREHENSIVE AND TRANSPARENT ASSESSMENT, PROVIDING CANDID FEEDBACK AND CONSTRUCTIVELY USING THE OUTCOME OF THE EVALUATION PROCESS TO CONTINUOUSLY ENHANCE THE OVERALL EFFECTIVENESS OF THE BOARD AND OPTIMIZE THE INDIVIDUAL STRENGTHS OF THE BOARD MEMBERS. THE BOARD WORKS WITH NOMINATION AND REMUNERATION COMMITTEE AND LAYS DOWN A STRUCTURED FRAMEWORK, PROCESS, FORMAT, ATTRIBUTES, CRITERIA AND QUESTIONNAIRE FOR THE PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING THE CHAIRMAN AND MANAGING DIRECTOR AND CEO, KEEPING IN VIEW THE BOARD PRIORITIES AND BEST PRACTICES. DURING THE YEAR, BOARD EVALUATION CYCLE WAS COMPLETED BY THE COMPANY INTERNALLY WHICH INCLUDED THE EVALUATION OF THE BOARD AS A WHOLE, BOARD COMMITTEES AND OF THE DIRECTORS. THE PERFORMANCE OF THE DIRECTORS WAS EVALUATED AFTER SEEKING INPUTS FROM ALL THE DIRECTORS OTHER THAN THE ONE WHO IS BEING EVALUATED AND THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED AFTER SEEKING THE INPUTS OF COMMITTEE MEMBERS ON THE CRITERIA SUCH AS UNDERSTANDING THE TERMS OF REFERENCE, COMMITTEE COMPOSITION, INDEPENDENCE, CONTRIBUTIONS TO BOARD DECISIONS, ETC. THE EVALUATION WAS ALSO BASED ON THE CRITERIA SUCH AS DIRECTOR’S KNOWLEDGE, UNDERSTANDING AND COMMITMENT OF THEIR ROLE, COMPANY’S VISION AND MISSION, MARKET POTENTIAL, QUALIFICATION, SKILL AND EXPERIENCE, OPENNESS IN COMMUNICATION, ETC. THE ABOVE CRITERIA ARE AS PROVIDED BY THE GUIDANCE NOTE ON THE BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE WAS EVALUATED. THE INDEPENDENT DIRECTORS IN THE SAID MEETING ALSO EVALUATED 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. ADDITIONALLY, THE CHAIRMAN OF THE BOARD WAS ALSO EVALUATED ON KEY ASPECTS OF HIS ROLE, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-INDEPENDENT DIRECTORS IN THE AFORESAID MEETING. THE PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. THE BOARD EVALUATION REPORT IS SUBMITTED TO THE CHAIRMAN OF THE BOARD AND THE CHAIRMAN OF NOMINATION AND REMUNERATION COMMITTEE. THE CHAIRMAN OF THE BOARD DISCUSSED THE OUTCOME OF EVALUATION OF THE INDIVIDUAL DIRECTORS SEPARATELY WITH THEM IN DETAIL. THE EVALUATION REPORT CONTAINS AN EXECUTIVE SUMMARY OF THE FINDINGS AND SEVERAL KEY RECOMMENDATIONS FROM THE EVALUATION PROCESS. THE REPORT OF THE BOARD EVALUATION WAS ADOPTED BY THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD. |