ACCORDING TO THE PROVISIONS OF THE ACT, THE CORPORATE GOVERNANCE REQUIREMENTS AS PRESCRIBED BY THE SEBI LISTING REGULATIONS, THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS. 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 OF DIRECTORS AFTER SEEKING INPUT FROM ALL THE DIRECTORS ON THE BASIS OF 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 THE RELATIONSHIP BETWEEN THE BOARD AND THE MANAGEMENT, ETC. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUT FROM THE COMMITTEE MEMBERS ON THE BASIS OF CRITERIA SUCH AS MANDATE AND COMPOSITION, EFFECTIVENESS OF THE COMMITTEE, STRUCTURE OF THE COMMITTEE AND MEETINGS, INDEPENDENCE OF THE COMMITTEE FROM THE BOARD, CONTRIBUTION TO DECISIONS OF THE BOARD, EFFECTIVENESS OF THE MEETINGS AND QUALITY OF THE RELATIONSHIP OF THE COMMITTEE WITH THE BOARD AND THE MANAGEMENT, ETC. THE BOARD AND THE NRC REVIEWED THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS ON THE BASIS OF CRITERIA SUCH AS KNOWLEDGE AND COMPETENCY, FULFILMENT OF FUNCTIONS, ABILITY TO FUNCTION AS A TEAM, INITIATIVES TAKEN, AVAILABILITY AND ATTENDANCE AT MEETINGS, INTEGRITY, INDEPENDENCE, CONTRIBUTION AT BOARD/COMMITTEE MEETINGS AND GUIDANCE/SUPPORT TO THE MANAGEMENT OUTSIDE BOARD/COMMITTEE MEETINGS, ETC. IN ADDITION, 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. PERFORMANCE OF NON-INDEPENDENT DIRECTORS, PERFORMANCE OF THE BOARD AS A WHOLE, AND PERFORMANCE OF THE CHAIRMAN OF THE COMPANY WERE EVALUATED IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTOR 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. |