| THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, COMMITTEES AND INDIVIDUAL DIRECTORS, PURSUANT TO THE PROVISIONS OF THE ACT AND SEBI LISTING REGULATIONS. THE NOMINATION & REMUNERATION COMMITTEE (‘NRC’) HAS DEFINED THE EVALUATION CRITERIA FOR THE PERFORMANCE EVALUATION OF INDIVIDUAL DIRECTORS, THE BOARD AND ITS COMMITTEES. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM ALL THE DIRECTORS ON THE BASIS OF THE CRITERIA SUCH AS STRUCTURE OF THE BOARD, MEETINGS AND FUNCTIONS OF THE BOARD, DEGREE OF FULFILMENT OF KEY RESPONSIBILITIES, ESTABLISHMENT AND DELINEATION OF RESPONSIBILITIES TO COMMITTEES, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING AND QUALITY OF RELATIONSHIP BETWEEN THE BOARD AND THE MANAGEMENT, ETC. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS ON THE BASIS OF THE CRITERIA SUCH AS MANDATE AND COMPOSITION, EFFECTIVENESS OF THE COMMITTEES, STRUCTURE OF THE COMMITTEES AND MEETINGS, INDEPENDENCE OF THE COMMITTEES FROM THE BOARD, CONTRIBUTION TO DECISIONS OF THE BOARD, EFFECTIVENESS OF THE MEETINGS AND QUALITY OF RELATIONSHIP OF THE COMMITTEES WITH THE BOARD AND THE MANAGEMENT, ETC. THE BOARD AND THE NRC REVIEWED THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS ON THE BASIS OF THE CRITERIA SUCH AS KNOWLEDGE AND COMPETENCY, FULFILMENT OF FUNCTIONS, ABILITY TO FUNCTION AS A TEAM, INITIATIVES TAKEN, AVAILABILITY AND ATTENDANCE AT THE MEETING, INTEGRITY, INDEPENDENCE, CONTRIBUTION AT BOARD/COMMITTEE MEETINGS AND GUIDANCE/SUPPORT TO THE MANAGEMENT OUTSIDE BOARD/COMMITTEE MEETINGS ETC. IN ADDITION, THE PERFORMANCE OF THE CHAIRMAN WAS ALSO EVALUATED ON KEY ASPECTS OF HIS ROLE, INCLUDING EFFECTIVENESS OF LEADERSHIP AND ABILITY TO STEER THE MEETINGS, IMPARTIALITY, ABILITY TO KEEP SHAREHOLDERS’ INTERESTS IN MIND AND MOTIVATING AND PROVIDING GUIDANCE TO THE EXECUTIVE DIRECTORS ETC. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, PERFORMANCE OF THE BOARD AS A WHOLE AND PERFORMANCE OF THE CHAIRMAN WAS EVALUATED, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. THE SAME WAS DISCUSSED IN THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS, AT WHICH 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. OUTCOME OF EVALUATION PROCESS: BASED ON INPUTS RECEIVED FROM THE BOARD MEMBERS, IT EMERGED THAT THE BOARD HAS A GOOD MIX OF COMPETENCY, EXPERIENCE, QUALIFICATIONS AND DIVERSITY. EACH BOARD MEMBER CONTRIBUTED IN HIS/HER OWN MANNER TO THE COLLECTIVE WISDOM OF THE BOARD, KEEPING IN MIND HIS/HER OWN BACKGROUND AND EXPERIENCE. THERE WAS ACTIVE PARTICIPATION AND ADEQUATE TIME WAS GIVEN FOR DISCUSSING STRATEGY. OVERALL, THE BOARD WAS FUNCTIONING VERY WELL IN A COHESIVE AND INTERACTIVE MANNER. |