THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES, AND INDIVIDUAL DIRECTORS PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE CORPORATE GOVERNANCE REQUIREMENTS AS PRESCRIBED BY THE SEBI (LODR) REGULATIONS, 2015. THE ANNUAL EVALUATION PROCESS INVOLVED ASSESSMENT OF INDIVIDUAL DIRECTORS, CHAIRMAN OF THE BOARD, AND THE CHAIRMAN OF THE RESPECTIVE BOARD COMMITTEES. FURTHER, THE INDEPENDENT DIRECTORS COMMITTEE EVALUATED THE PERFORMANCE OF ALL THE NON-INDEPENDENT DIRECTORS, CHAIRMAN AND MANAGING DIRECTOR OF THE BOARD, BOARD COMMITTEES, AND THE BOARD AS A WHOLE. THEREAFTER, THE BOARD EVALUATED THE PERFORMANCE OF EACH INDEPENDENT DIRECTOR, EXCLUDING THE DIRECTOR BEING EVALUATED. THE CRITERIA FOR PERFORMANCE EVALUATION, INTER ALIA, INCLUDE THE FOLLOWING: I. INDIVIDUAL DIRECTOR’S PERFORMANCE EVALUATION COMPLIANCE WITH ARTICLES OF ASSOCIATION, COMPANIES ACT & OTHER LAWS, ATTENDANCE AT MEETINGS, BEING INFORMED AND THE EXTENT OF PREPAREDNESS FOR MEETINGS, PARTICIPATION AND CONTRIBUTION, INDEPENDENCE OF JUDGMENT, LEADERSHIP INITIATIVE AND ADVISORY ROLE, INTERPERSONAL RELATIONSHIPS WITH OTHER DIRECTORS AND MANAGEMENT, KNOWLEDGE UPDATION, DISPLAYING INITIATIVE, EXPRESSING VIEWS, UNDERSTANDING OF THE COMPANY AND THE EXTERNAL ENVIRONMENT, SAFEGUARDING STAKEHOLDERS’ INTEREST AND BALANCING THE CONFLICT OF INTEREST OF STAKEHOLDERS, CONFIDENTIALITY, FINANCIAL AND RISK AWARENESS. II. EVALUATION OF THE BOARD AS A WHOLE PROPER MIX OF COMPETENCIES, EXPERIENCE AND QUALIFICATION, ADOPTION OF PROPER, CLEAR AND TRANSPARENT PROCEDURE TO APPOINT DIRECTORS, CONDUCTING MEETING(S) ON A REGULAR BASIS, CONFIRMING AGENDA WITH ALL RELEVANT INFORMATION, PROVIDING ENTREPRENEURIAL LEADERSHIP TO THE COMPANY, UNDERSTANDING OF BUSINESS, STRATEGY AND GROWTH, RESPONSIBILITY TOWARDS STAKEHOLDERS, RISK MANAGEMENT AND FINANCIAL CONTROLS AND AUDITS, COMPLIANCES, DISCUSSIONS THROUGH HEALTHY DEBATE, QUALITY OF DECISION MAKING, MONITORING PERFORMANCE OF MANAGEMENT, REVIEWING THE CSR INITIATIVES, GRIEVANCE REDRESSAL MECHANISM, ANALYSE AND EXAMINES GOVERNANCE AND COMPLIANCES RELATED ISSUES, MAINTAINING HIGH STANDARDS OF INTEGRITY AND PROBITY, ETC. III. CHAIRMAN’S PERFORMANCE EVALUATION PROVIDING EFFECTIVE LEADERSHIP, SETTING EFFECTIVE STRATEGIC AGENDA OF THE BOARD, ENCOURAGING ACTIVE ENGAGEMENT BY THE BOARD MEMBERS, ESTABLISHING EFFECTIVE COMMUNICATION WITH ALL STAKEHOLDERS, ETC. IV. PERFORMANCE EVALUATION OF BOARD COMMITTEES SUFFICIENCY IN THE SCOPE FOR ADDRESSING THE OBJECTIVES, EFFECTIVENESS IN PERFORMING THE KEY RESPONSIBILITIES, ADEQUACY IN COMPOSITION AND FREQUENCY OF MEETINGS, QUALITY OF RELATIONSHIP OF THE COMMITTEE WITH THE BOARD AND THE MANAGEMENT, CLARITY OF AGENDA DISCUSSED, DISCUSSION ON CRITICAL ISSUES, CLARITY OF ROLE AND RESPONSIBILITIES, ETC. |