EVALUATION OF THE BOARD OF DIRECTORS IS AN IMPORTANT PART OF THE BOARD’S CORPORATE GOVERNANCE FRAMEWORK. THE PURPOSE OF THE BOARD EVALUATION IS TO CONTINUOUSLY IMPROVE GOVERNANCE AT THE BOARD LEVEL WITH THE INVOLVEMENT OF ALL STAKEHOLDERS IN A HARMONIOUS ENVIRONMENT. IN ORIENT ELECTRIC, BOARD EVALUATION IS A THREE-TIER PROCESS CONDUCTED UNDER THE SUPERVISION OF NOMINATION AND REMUNERATION COMMITTEE WITHIN THE FRAMEWORK OF SECTION 149(8) READ WITH SECTION 178 AND SCHEDULE IV OF THE ACT, REGULATIONS 17(10), 19(4) AND PART D OF SCHEDULE II OF THE LISTING REGULATIONS AND CONSIDERING THE GUIDANCE NOTE ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA. FIRST, THE INDEPENDENT DIRECTORS EVALUATED THE PERFORMANCE OF THE CHAIRMAN, THE EXECUTIVE DIRECTOR, AND THE COMPLETE BOARD. THEREAFTER, EACH INDIVIDUAL DIRECTOR, EACH COMMITTEE OF THE BOARD AND THE COMPLETE BOARD GET EVALUATED. EVALUATION IS CARRIED OUT ON THE BASIS OF A SET OF QUESTIONNAIRES RESPONDED BY EACH INDIVIDUAL DIRECTOR / COMMITTEE MEMBER SEPARATELY FOR OTHER DIRECTORS / COMMITTEE MEMBER, EXCEPT FOR HIMSELF / HERSELF. EVALUATION OF THE CHAIRPERSON INCLUDED PARAMETERS SUCH AS DEMONSTRATION OF EFFECTIVE LEADERSHIP, PROCESS FOR SETTLING BOARD AGENDA, FREEDOM OF EXPRESSION OF VIEWS BY OTHER BOARD MEMBERS, QUALITY OF DISCUSSIONS AT THE MEETINGS, COMMUNICATION WITH THE BOARD MEMBERS, USE OF TIME AND OVERALL EFFICIENCY OF MEETINGS. EVALUATION OF DIRECTORS WAS BASED ON SEVERAL PARAMETERS INCLUDING ACQUAINTANCE WITH BUSINESS, EFFECTIVE PARTICIPATION, DOMAIN KNOWLEDGE, COMPLIANCE WITH CODE OF CONDUCT, DEDICATION OF TIME AND EFFORT TO UNDERSTAND THE COMPANY AND ITS BUSINESS, QUALITY OF CONTRIBUTION DURING MEETINGS, APPLICATION OF KNOWLEDGE AND EXPERIENCE IN STRATEGIC CONSIDERATIONS, COMMUNICATION INTER SE BETWEEN BOARD MEMBERS AND OTHERS. EVALUATION OF COMMITTEES INCLUDED PARAMETERS SUCH AS EFFECTIVE COMPOSITION, CLEARLY DEFINED ROLES AND RESPONSIBILITIES, EFFECTIVENESS IN FULFILLING ASSIGNED DUTIES, COMMUNICATION EFFECTIVENESS WITH THE BOARD, SENIOR MANAGEMENT, AND KEY MANAGERIAL PERSONNEL. INDEPENDENT DIRECTORS UNDERWENT ADDITIONAL EVALUATION TO ASSESS THEIR PERFORMANCE AND ADHERENCE TO INDEPENDENCE CRITERIA, ENSURING THEIR AUTONOMY FROM MANAGEMENT. |