PURSUANT TO RECOMMENDATION OF THE NRC, THE BOARD HAS FRAMED THE ‘PERFORMANCE EVALUATION POLICY FOR THE BOARD, COMMITTEES, NON- INDEPENDENT/ WHOLE-TIME DIRECTORS AND INDEPENDENT DIRECTORS‘ (THE ‘BOARD PE POLICY’), IN ACCORDANCE WITH THE RELEVANT PROVISIONS OF THE COMPANIES ACT, THE SEBI LODR AND SEBI GUIDANCE NOTE ON BOARD EVALUATION. IN TERMS OF THE BOARD PE POLICY, PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES, CHAIRMAN AND INDIVIDUAL DIRECTORS ARE DONE ON VARIOUS PARAMETERS. PARAMETERS FOR THE BOARD INCLUDE VARIOUS ASPECTS, SUCH AS, STRUCTURE, MEETINGS, APPOINTMENTS, AGENDA, DISCUSSIONS, EVALUATION OF RISKS, STRATEGY, GOVERNANCE AND COMPLIANCE, CONFLICT OF INTEREST, ETC. PARAMETERS FOR BOARD COMMITTEES INCLUDE VARIOUS ASPECTS, SUCH AS, MEETINGS, EFFECTIVENESS, AGENDA, DISCUSSION AND DISSENT, MINUTES, ETC. PARAMETERS FOR THE DIRECTORS INCLUDE VARIOUS ASPECTS, SUCH AS, KNOWLEDGE AND COMPETENCY, INTEGRITY, FUNCTIONING, COMMITMENT, CONTRIBUTION, ATTENDANCE, INITIATIVE, TEAMWORK, COMMUNICATION, CORPORATE GOVERNANCE, UPDATES, ETC., AND IN CASE OF INDEPENDENT DIRECTORS, ADDITIONAL PARAMETERS INCLUDE FULFILMENT OF THE INDEPENDENCE CRITERIA AND THEIR INDEPENDENCE FROM THE MANAGEMENT. THE EVALUATION PROCESS HAS BEEN CARRIED OUT ELECTRONICALLY. THE BOARD OF DIRECTORS HAS DONE THE EVALUATION OF INDEPENDENT DIRECTORS, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. SIMILARLY, INDEPENDENT DIRECTORS HAVE DONE THE EVALUATION OF THE BOARD AS A WHOLE, NON-EXECUTIVE CHAIRMAN AND NON-INDEPENDENT DIRECTORS, EXECUTIVE DIRECTOR AND THE MD & CEO. THE RESPECTIVE CHAIRMEN OF BOARD COMMITTEES HAVE DONE PERFORMANCE EVALUATION OF THEIR RESPECTIVE COMMITTEES. THEREAFTER, THE REPORT ON PERFORMANCE EVALUATION OF DIRECTORS, EXCLUDING NRC MEMBERS, AND THE CHAIRMAN WAS SUBMITTED TO THE NRC, WHEREAS THE REPORT ON PERFORMANCE EVALUATION OF THE BOARD AS A WHOLE, BOARD COMMITTEES AND DIRECTORS WHO WERE NRC MEMBERS WAS SUBMITTED TO THE BOARD FOR NECESSARY ACTION. THE NRC, AFTER CONSIDERING THE PERFORMANCE EVALUATION REPORT OF DIRECTORS, EXCLUDING NRC MEMBERS, MADE ITS RECOMMENDATIONS TO THE BOARD FOR CONTINUATION/ RE-APPOINTMENT OF DIRECTORS. THEREAFTER, THE BOARD CONSIDERED THE RECOMMENDATIONS OF THE NRC, AND REPORT ON THE PERFORMANCE EVALUATION OF THE NRC MEMBERS, THE BOARD AS A WHOLE AND THE BOARD COMMITTEES. THE BOARD EVALUATION HAS PROVIDED SOME VALUABLE INPUTS FOR OPTIMISING THE ROLES AND RESPONSIBILITIES, QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE BANK’S MANAGEMENT AND THE BOARD.THE BOARD OF DIRECTORS OF THE BANK IS SATISFIED WITH THE OUTCOME OF THE PERFORMANCE EVALUATION PROCESS. THEY WERE OF THE VIEW THAT THE DIRECTORS HAVE BEEN DISCHARGING THEIR ROLES AND RESPONSIBILITIES AS EXPECTED BY THE BOARD AND AS REQUIRED UNDER THE APPLICABLE REGULATORY PROVISIONS. THE BOARD CONTINUES TO BE DULY CONSTITUTED REPRESENTING VARIOUS EXPERTISE, SKILL SETS, KNOWLEDGE AND QUALIFICATION REQUIRED FOR THE BANKING BUSINESS. THERE WAS NO OBSERVATION DURING THE PERFORMANCE EVALUATION OF THE PREVIOUS YEARS; AND SO IS THE CASE WITH THE CURRENT YEAR. |